PREPAYMENT - INITIAL EXCESS CASH FLOW), CLAUSE 5.2(B)(I) AND
(II) (PERMITTED WITHDRAWALS FROM THE COLLECTION ACCOUNT) OF THE ACCOUNTS
AGREEMENT, CLAUSE 9.3 (EXCESS FUNDING IN THE DEBT SERVICE ACCOUNT) OF THE
ACCOUNTS AGREEMENT AND/OR CLAUSE 7.3(A) (MANDATORY PREPAYMENT - ONGOING EXCESS
CASH FLOW) ABOVE.
Any amounts paid to the DSRA Providers or Thermo pursuant to this Clause
7.4(a) shall reduce any amount owing by the Borrower to Thermo under the Thermo
Cash Contribution Agreement.
No payment shall be made under this Clause
7.4(a) to the extent any payments would exceed the amount owing by the Borrower
to Thermo under the Thermo Cash Contribution Agreement (but excluding any
payments of interest or capitalised interest due and owing by the Borrower to
Thermo under the Thermo Cash Contribution Agreement).
Any such interest or
capitalised interest shall only be payable by the Borrower to Thermo following
satisfaction of each of the distribution conditions set out at Clause 22.6
(Limitations on Dividends and Distributions) (other than Clause
22.6(b)(iv) (Limitations on Dividends and Distributions));
(B)
SECONDLY, IN AN AMOUNT UP TO THE RETAINED
EXCESS AMOUNT BY WAY OF TRANSFER TO THE CAPITAL EXPENDITURE ACCOUNT IN
ACCORDANCE WITH THE ACCOUNTS AGREEMENT, TO THE EXTENT NOT ALREADY FUNDED
PURSUANT TO CLAUSE 7.3(B) (MANDATORY PREPAYMENT - INITIAL EXCESS CASH FLOW) OR
ANY PREVIOUS TRANSFER PURSUANT TO THIS PROVISION; AND
(C)
THIRDLY, IN MANDATORY PREPAYMENT OF THE
LOANS PROVIDED THAT, SUCH PREPAYMENT SHALL NOT APPLY TO THE FIRST TEN MILLION
DOLLARS (US$10,000,000) OF EXCESS CASH FLOW WHICH ACCRUES IN EACH SUCH DEBT
SERVICE PERIOD.
7.5
MANDATORY PREPAYMENT - INSURANCE AND
CONDEMNATION EVENTS
(A)
SUBJECT TO CLAUSES 7.5(B) BELOW, THE
BORROWER SHALL PREPAY THE LOANS IN AN AMOUNT EQUAL TO ONE HUNDRED PER CENT.
(100%) OF THE AGGREGATE NET CASH PROCEEDS FROM ANY INSURANCE AND CONDEMNATION
EVENT AND OTHER EXTRAORDINARY RECOVERIES BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES.
61
(B)
SUCH PREPAYMENTS SHALL BE MADE WITHIN THREE
(3) BUSINESS DAYS AFTER RECEIPT OF THE NET CASH PROCEEDS FROM ANY INSURANCE AND
CONDEMNATION EVENT BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, PROVIDED THAT SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (AND SO LONG AS NO
ACTION IS BEING TAKEN UNDER CLAUSE 24 (REMEDIES UPON AN EVENT OF DEFAULT)), NO
PREPAYMENT SHALL BE REQUIRED:
(I)
IN CONNECTION WITH SUCH INSURANCE AND
CONDEMNATION EVENT YIELDING IN AGGREGATE LESS THAN FIVE HUNDRED THOUSAND DOLLARS
(US$500,000) IN NET CASH PROCEEDS; OR
(II)
WITH RESPECT TO ANY SUCH NET CASH PROCEEDS
WHICH ARE COMMITTED BY THE BORROWER TO BE REINVESTED IN REPLACEMENT ASSETS OF
FRENCH SUPPLIERS OR THE PROCUREMENT OR LAUNCH OF A SATELLITE OR SATELLITES
ACQUIRED OR PLANNED TO BE ACQUIRED PURSUANT TO THE THEN CURRENT BUSINESS PLAN OF
THE BORROWER (AS EVIDENCED BY A CONTRACTUAL AGREEMENT FOR THE PURCHASE OR
ACQUISITION OF ASSETS) WITHIN SIX (6) MONTHS AFTER RECEIPT OF SUCH NET CASH
PROCEEDS AND THE PROCEEDS ARISING OUT OF THE RELEVANT INSURANCE ARE PLACED INTO
THE INSURANCE PROCEEDS ACCOUNT (SUCH ACCOUNT TO BE SECURED IN