Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”): (i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Borrowing Date to fund such installments and delivery payments (as the case may be), and (ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). (b) Loans made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date). (c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.
Appears in 5 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof); and it is also agreed and acknowledged that following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and (37)
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is agreed and acknowledged that [*]% of the Hermes Premium (the “First Hermes Instalment”) will be due and payable immediately upon the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds) and on the Initial Borrowing Date the Lenders shall pay directly to the Borrower a part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower; and it is also agreed and acknowledged that following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension -37- Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 20 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 10 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 3 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan -38- shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below: -39-
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes Xxxxxx the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof). It is acknowledged and agreed that [*]% of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Xxxxxx immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). On the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower, and it is also agreed and acknowledged that:
(A) the Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the Restatement Date (which the Borrower agrees to do from its own funds). Following the earlier of the Transfer Date and 29 February 2016, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so long as paid by the Borrower in accordance with the above; and
(B) following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent provides on behalf of the Borrower with notice thereofhas paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount -40- of the Permitted Change Orders will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the applicable Dollar Equivalent of the amount of the Total Allocable Commitment in respect of any payments of the Initial Construction Price and/or Permitted Change Orders utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and or (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for 2 Business Days prior to such Borrowing Date (it being understood that the same such Spot Rate shall be used for such conversion as is used in order to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is acknowledged and agreed that [*]% of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Xxxxxx immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). If the Construction Contract is cancelled pursuant to Article 14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment from Hermes. Where the Construction Contract is not so cancelled, on the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower; It is also agreed and acknowledged that:
(A) the Additional Hermes Premium shall be payable by the Borrower to the Facility Agent (for onward payment to Hermes) at or around the Restatement Date (which the Borrower agrees to do from its own funds). The Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so paid by the Borrower in accordance with the above; -38-
(B) following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price for the Vessel (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).. -39-
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial -38- Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes Xxxxxx the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof); and it is also agreed and acknowledged that following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s)designees, as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014. -39-
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*] of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is acknowledged and agreed that [*] of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). If the Construction Contract is cancelled pursuant to Article 14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment from Hermes. Where the Construction Contract is not so cancelled, on the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower.
(iii) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments not exceeding the sum of (a) [*] of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*] of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.
Appears in 2 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*] of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as . It is acknowledged and agreed that [*] of the Facility Agent provides Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower with notice thereofto Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). On the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower;
(iii) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments not exceeding the sum of (a) [*] of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*] of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the applicable Dollar Equivalent of the amount of the Total Allocable Commitment in respect of any payments of the Initial Construction Price and/or Permitted Change Orders utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and or (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for 2 Business Days prior to such Borrowing Date (it being understood that the same such Spot Rate shall be used for such conversion as is used in order to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.
Appears in 2 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*] of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is agreed and acknowledged that [*] of the Hermes Premium (the “First Hermes Instalment”) will be due and payable immediately upon the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds) and on the Initial Borrowing Date the Lenders shall pay directly to the Borrower a part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower;
(iii) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 20 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 10 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 3 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments not exceeding the sum of (a) [*] of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*] of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.
Appears in 2 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as . It is acknowledged and agreed that [*]% of the Facility Agent provides Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). On the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower. It is also agreed and acknowledged that the Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the Restatement Date (which the Borrower agrees to do from its own funds). Following the earlier of the Transfer Date and 29 February 2016, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so paid by the Borrower in accordance with notice thereofthe above;
(iii) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the applicable Dollar Equivalent of the amount of the Total Allocable Commitment in respect of any payments of the Initial Construction Price and/or Permitted Change Orders utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and or (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for 2 Business Days prior to such Borrowing Date (it being understood that the same such Spot Rate shall be used for such conversion as is used in order to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof);
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s)designees, as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Payment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Payment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*] of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof).
. It is acknowledged and agreed that [*] of the Hermes Premium (bthe “First Hermes Instalment”) Loans made shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). If the Construction Contract is cancelled pursuant to Article 14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment from Hermes. Where the Construction Contract is not so cancelled, on each the Initial Borrowing Date the Lenders shall be disbursed by the Facility Agent pay directly to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to part of the Dollar Availability on such Borrowing Date, shall be Loans in an amount equal to the Dollar Equivalent First Hermes Instalment in reimbursement of the amount of First Hermes Instalment so paid by the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event Borrower. It is also agreed and acknowledged that the Additional Hermes Premium shall be payable by the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements (for onward payment to Hermes) at or around the Restatement Date (which the Borrower agrees to do from its own funds). The Borrower shall be entitled to request that a Loan be made available in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar an amount of up to the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to Additional Hermes Premium in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed reimbursement to the Borrower and/or its designee(s) as set forth of the Additional Hermes Premium so paid by the Borrower in Section 2.04 (it being understood that each Lender shall remit its Loans to accordance with the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.above;
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is agreed and acknowledged that [*]% of the Hermes Premium (the “First Hermes Instalment”) will be due and payable immediately upon the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds) and on the Initial Borrowing Date the Lenders shall pay directly to the Borrower a part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 20 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 10 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 3 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is agreed and acknowledged that [*]% of the Hermes Premium (the “First Hermes Instalment”) will be due and payable immediately upon the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds) and on the Initial Borrowing Date the Lenders shall pay directly to the Borrower a part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower; and it is also agreed and acknowledged that following receipt of the premium invoice issued by Hermes in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 20 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 10 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 3 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof). It is acknowledged and agreed that [*]% of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). On the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower, and it is also agreed and acknowledged that:
(A) the Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the Restatement Date (which the Borrower agrees to do from its own funds). Following the earlier of the Transfer Date and 29 February 2016, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so long as paid by the Borrower in accordance with the above; and
(B) following receipt of the premium invoice issued by Hermes in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent provides on behalf of the Borrower with notice thereofhas paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the applicable Dollar Equivalent of the amount of the Total Allocable Commitment in respect of any payments of the Initial Construction Price and/or Permitted Change Orders utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and or (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for 2 Business Days prior to such Borrowing Date (it being understood that the same such Spot Rate shall be used for such conversion as is used in order to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof).
(b) Loans made on each Borrowing Date ; and it is also agreed and acknowledged that following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be disbursed payable directly by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowingor, where the Facility Agent on such Borrowing behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date shall convert (as per the Dollar Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Loans to Permitted Change Orders will be made by each Lender into Euro at available on the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Delivery Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014..
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof).
(b) Loans made on each Borrowing Date ; and it is also agreed and acknowledged that following receipt of the premium invoice issued by Xxxxxx in respect thereof, the Hermes Debt Deferral Extension Premium shall be disbursed payable directly by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowingor, where the Facility Agent on such Borrowing Date shall convert the Dollar amount behalf of the Loans Borrower has paid the Hermes Debt Deferral Extension Premium to be made Hermes, by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans way of reimbursement to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) in the case of Tranche A LoansAgent, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is acknowledged and agreed that [*]% of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). If the Construction Contract is cancelled pursuant to Article 14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment from Hermes. Where the Construction Contract is not so cancelled, on the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower. It is also agreed and acknowledged that the Additional Hermes Premium shall be payable by the Borrower to the Facility Agent (for onward payment to Hermes) at or around the Restatement Date (which the Borrower agrees to do from its own funds). The Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so paid by the Borrower in accordance with the above;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof). It is acknowledged and agreed that [*]% of the Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). If the Construction Contract is cancelled pursuant to Article 14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment from Hermes. Where the Construction Contract is not so cancelled, on the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower; It is also agreed and acknowledged that:
(A) the Additional Hermes Premium shall be payable by the Borrower to the Facility Agent (for onward payment to Hermes) at or around the Restatement Date (which the Borrower agrees to do from its own funds). The Borrower shall be entitled to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower of the Additional Hermes Premium so paid by the Borrower in accordance with the above;
(B) following receipt of the premium invoice issued by Hermes in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price for the Vessel (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof); and it is also agreed and acknowledged that following receipt of the premium invoice issued by Hermes in respect thereof, the Hermes Debt Deferral Extension Premium shall be payable directly by the Borrower to Hermes or, where the Facility Agent on behalf of the Borrower has paid the Hermes Debt Deferral Extension Premium to Hermes, by way of reimbursement to the Facility Agent, in either case promptly and in any event within five Business Days of receipt of the premium invoice;
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the relevant Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes Xxxxxx the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as . It is acknowledged and agreed that [*]% of the Facility Agent provides Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower with notice thereofto Xxxxxx immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds).
(b) Loans made on each . On the Initial Borrowing Date the Lenders shall be disbursed by the Facility Agent pay directly to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to part of the Dollar Availability on such Borrowing Date, shall be Loans in an amount equal to the Dollar Equivalent First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower, and it is also agreed and acknowledged that:
(A) the Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the Restatement Date (which the Borrower agrees to do from its own funds). Following the earlier of the Transfer Date and 29 February 2016, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the Total Allocable Commitment utilized Additional Hermes Premium in reimbursement to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not of the Additional Hermes Premium so paid by the Borrower in accordance with the above; and
(iB) notified following receipt of the Facility Agent premium invoice issued by Xxxxxx in respect thereof, the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to Hermes Debt Deferral Extension Premium shall be payable directly by the amount required to be paid Borrower to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowingor, where the Facility Agent on such Borrowing Date shall convert the Dollar amount behalf of the Loans Borrower has paid the Hermes Debt Deferral Extension Premium to be made Hermes, by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans way of reimbursement to the Facility Agent Agent, in Dollars on such Borrowing Date).
(c) No Borrowing Date may occur (x) either case promptly and in any event within five Business Days of receipt of the case of Tranche A Loans, after December 23, 2013 and (y) in the case of Tranche B Loans, after December 8, 2014.premium invoice;
Appears in 1 contract
Samples: Fourth Supplemental Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds of Loans be used to pay the Hermes Premium) will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the Borrower with notice thereof);
(iii) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Allocable Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Loans Total Commitments will be available in the amounts and on the dates set forth below:
(i) a portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the Initial Borrowing Date;
(ii) a portion of the Total Commitments equaling [*]% of the Hermes Premium will be available on one or more dates (including each Initial Borrowing Date, each a “Borrowing Date”):
(i) to indirectly fund installments and delivery payments to the Yard under the Construction Contracts for the New Vessels on or after the dates such payments are due and owing; provided that on any Borrowing Date, the Loans shall be available to the Borrower to indirectly fund installments and delivery payments to the Yard in respect of a New Vessel if and only if ECF Loans under the Export Credit Facility for such New Vessel have been, or contemporaneously with the making of such Loans are, made available to the applicable ECF Borrower on or prior to such Initial Borrowing Date to fund such installments and delivery payments (as the case may be), and
(ii) to fund payments of the applicable Hermes Premium on and after the dates on which such Hermes Premium is due and owing (including to reimburse the Parent or the Borrower for amounts it paid out of cash on hand) (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without other than the delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as . It is acknowledged and agreed that [*]% of the Facility Agent provides Hermes Premium (the “First Hermes Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which the Borrower hereby agrees to pay from its own funds). On the Initial Borrowing Date the Lenders shall pay directly to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment so paid by the Borrower; It is also agreed and acknowledged that the First Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the First Restatement Date (which the Borrower agrees to do from its own funds) and the Second Additional Hermes Premium shall be payable directly by the Borrower to Hermes at or around the Second Restatement Date (which the Borrower agrees to do from its own funds). Following the earlier of the Transfer Date and 29 February 2016, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the First Additional Hermes Premium in reimbursement to the Borrower of the relevant part of the Additional Hermes Premium so paid by the Borrower in accordance with notice thereofthe above. Concurrently with a Borrowing requested in respect of the aggregate amount made available pursuant to sub-clause (vi) below, the Borrower shall be entitled to request that a Loan be made available in an amount of up to the Second Additional Hermes Premium in reimbursement to the Borrower of the relevant part of the Additional Hermes Premium so paid by the Borrower in accordance with the above;
(iii) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the Delivery Date (as per the Construction Contract));
(iv) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months prior to the Delivery Date (as per the Construction Contract));
(v) a portion of the Total Commitments not exceeding the sum of (a) [*]% of the Initial Construction Price for the Vessel and (b) [*]% of [*]% of the aggregate amount of the Permitted Change Orders will be available on the date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months prior to the Delivery Date (as per the Construction Contract); and
(vi) a portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the amount equal to (x) the Initial Construction Price for the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i) and (iii)-(v) above, and (b) [*]% of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.
(b) The Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth in Section 2.04, in Dollars and, subject to the Dollar Availability on such Borrowing Date, and shall be in an amount equal to the applicable Dollar Equivalent of the amount of the Total Allocable Commitment Commitments in respect of any payments of the Initial Construction Price and/or Permitted Change Orders utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and or (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable for 2 Business Days prior to such Borrowing Date (it being understood that the same such Spot Rate shall be used for such conversion as is used in order to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).
(c) No Borrowing A Deferred Loan shall, on each Repayment Date may occur (x) of the Loan falling during the Deferral Period, be deemed to be made available in an amount equal to the case Deferred Portion of Tranche A Loanssuch Loan in respect of, after December 23and as at, 2013 that Repayment Date. Each such Deferred Loan shall be automatic and (y) in notional only, and effected by means of a book entry to finance the case repayment instalment of Tranche B Loans, after December 8, 2014the Loan then due.
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Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)