FPSO Disposition Redemption Sample Clauses

FPSO Disposition Redemption. (a) Unless an FPSO Trigger Event has occurred: (1) Upon any sale, disposition or transfer of any FPSO Interest (an “FPSO Disposition”), the Company shall on the date of the consummation of such sale, disposition or transfer (the “FPSO Disposition Date”), mail or cause to be mailed, by first-class mail, postage prepaid (or delivered in accordance with the applicable procedures of DTC), a notice of redemption to each Holder, with a copy to the Trustee, and shall, no less than ten (10) calendar days after such FPSO Disposition Date, (x) redeem (an “FPSO Disposition Redemption”) the Securities and the Participating Notes (pro rata in accordance with Section 3.13) in an aggregate principal amount (together with accrued and unpaid interest to the date of such redemption) equal to 86.8% of the FPSO Excess Proceeds Amount, and (y) permanently repay or cause to be repaid the Obligations under the Working Capital Facility in an aggregate principal amount (together with accrued and unpaid interest to the date of such repayment) equal to 13.2% of the FPSO Excess Proceeds Amount. (2) With respect to any FPSO Disposition, the Company shall apply all of the Net Cash Proceeds from such FPSO Disposition, other than any amounts subject to Section 3.11(a)(1), (x) first, to repay or cause to be repaid in full any Indebtedness Incurred under clause (14) or (16) of the definition of “Permitted Indebtedness” (to the extent such Indebtedness was Incurred prior to the FPSO Disposition) and, (y) second, following any such repayment in full, (i) to make Capital Expenditures in an aggregate principal amount no less than U.S.$75.0 million (less any amounts expended in respect of Capital Expenditures and repaid pursuant to subclause (2)(x) above) on any asset that is part of the Collateral; provided that the Company may elect to deem up to U.S.$65 million of Capital Expenditures (provided that each of the Company and the Independent Technical Engineer deliver the respective certificates referred to in clause (ii) below) (less any deemed amounts made pursuant to an election under clause (c) of the second paragraph of Section 4.10) made (A) on an asset that is part of the Collateral prior to such FPSO Disposition and (B) without using proceeds of Indebtedness Incurred under clause (14) or (16) of the definition of “Permitted Indebtedness”, as having been invested in Capital Expenditures in accordance with the provisions of this clause (2)(y)(i) despite such Capital Expenditure being made...