tax credits or deductions), which amounts shall be payable only
upon receipt of any such proceeds.
"Total Loss" means that the satellite is lost or is completely destroyed or that
Available Satellite Operational Capability is (or it can be reasonably
determined based on available data that Available Satellite Operational
Capability will be prior to the expiration of the applicable Remaining Mission
Life)
or less than Stated Satellite Operational Capability as a result of one
or more Transponder Failures or Systems Failures.
"Transponder" means, individually, those sets of equipment within the
communications subsystem of a Company Satellite that provide a discrete path to
receive communications signals from Earth, translate and amplify such signals,
and transmit them to Earth (excluding (i) any transponder that is not
operational as of the Execution Date and (ii) the Loral Transponders).
"Transponder Failure" means: ***
"Transponder-Year" shall mean the operation of one Transponder for one year.
"Trusts' Beneficiaries" means the DBM Trust Beneficiaries together with the FN
Trust Beneficiaries.
Section 1.2
Table of Definitions.
The following
terms have the meanings set forth in the Sections referenced below:
Definition
Location
Agreement
Preamble
Approved Consultant
6.2(b)
Balance Sheet
4.6(a)
Bidder
Preamble
Bidder Guarantor
Preamble
Closing
2.2(a)
Closing Date
2.2(a)
COFECO
3.3(b)
COFETEL
3.3(b)
Company
Preamble
Covered Parties
6.15(a)
DBM
Preamble
Determination Date
8.1(i)
Disclosure Schedules
Article III
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
16
Definition
Location
Dispute
9.10
Employee Plans
4.10(a)
Environmental Claim
4.17(d)(i)
Environmental Laws
4.17(d)(ii)
Environmental Permits
4.17(d)(iii)
Execution Date
Preamble
Financial Statements
4.6(a)
FN
Preamble
Guaranteed Obligations
6.21
ICC Rules
9.10
Improvements
4.13(c)
Interim Financial Statements
4.6(a)
Issuing Bank
6.13(a)
ITU
4.15(b)
Joinder Agreement
Recitals
Major Fuel Deficiency
6.2(b)
Material Contracts
4.18(a)
ME
3.3(b)
MIFR
4.15(d)
MXJV
Recitals
MXJV Partner
Recitals
Permits
4.8(b)
Potential Transaction
6.17
Projected Closing Date
8.1(i)
Qualified Bank
6.13(a)
Satellite Health Data
4.15(a)
SCT
3.3(b)
Seller
Preamble
Sellers
Preamble
Termination Date
8.1(d)
ARTICLE II
PURCHASE AND SALE
SECTION 2.1
PURCHASE AND SALE OF THE SHARES. (A) UPON THE TERMS
AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, AT THE CLOSING, THE SELLERS
SHALL SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER THE SHARES (AND ALL OF THE
SELLERS' RIGHT, TITLE AND INTEREST THEREIN) TO THE BUYERS FREE AND CLEAR OF ALL
ENCUMBRANCES, AND THE BUYERS SHALL PURCHASE THE SHARES FROM THE SELLERS, FOR THE
EQUITY PURCHASE PRICE.
SCHEDULE 2.1 SETS FORTH (I) THE PERCENTAGE OF THE EQUITY
PURCHASE PRICE TO WHICH EACH SELLER SHALL BE ENTITLED AND (II) THE NUMBER, CLASS
AND SERIES OF SHARES SOLD BY EACH SELLER.
(B)
AT LEAST FIVE BUSINESS DAYS PRIOR TO
THE CLOSING DATE, THE BUYERS SHALL PROVIDE TO THE COMPANY AND THE SELLERS (I) A
STATEMENT OF THEIR RESPECTIVE ALLOCABLE
***Certain confidential portions of this exhibit were omitted