Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter: 11.1.1 at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; 11.1.2 either: (a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than [**] [Confidential Treatment] to [**] [Confidential Treatment]; or (b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; and 11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed: (a) [**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on or before 31 December 2007; and (b) [**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent financial quarter. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio. 11.2 It will be an Event of Default if: 11.2.1 at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family together or individually do not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or 11.2.2 at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock Exchange: (a) any individual or any Third Party:
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter:
11.1.1 at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment] fifty million Dollars [**] [Confidential Treatment](USD50,000,000);
11.1.2 either:
(a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than [**] [Confidential Treatment] one point two five (1.25) to [**] [Confidential Treatment]one (1.0); or
(b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than [**] [Confidential Treatment] one hundred million Dollars [**] [Confidential Treatment](USD100,000,000); and
11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed:
(a) exceed [**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on or before 31 December 2007; and
(b) [**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent financial quarter]. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio.
11.2 It will be an Event of Default if:
11.2.1 at any time when the ordinary share capital of the Guarantor or parent company of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor or parent company of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually individually) and Apollo in the aggregate do not or will not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or
11.2.2 at any time following the listing of the ordinary share capital of the Guarantor or parent company of the Guarantor on an Approved Stock Exchange:
(a) any individual or any Third Party:
(i) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Guarantor; or
(ii) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Guarantor; and, at the same time as any of the events described in paragraphs (i) or (ii) of this Clause has occurred and is continuing, the Lim Family (together or individually) and Apollo in the aggregate do not, directly or indirectly, beneficially own at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or
(b) the Guarantor (or such parent company) ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Agent (acting on the instructions of the Lenders), (and, for the purpose of this Clause 11.2 “control” of any company, limited partnership or other legal entity (a “body corporate”) by a member of the Lim Family and Apollo, means that one (1) or more members of the Lim Family or Apollo has, directly or indirectly, the power to direct the management and policies of such a body corporate, whether through the ownership of more than fifty per cent (50%) of the issued voting capital of that body corporate or by contract, trust or other arrangement).
11.3 The Guarantor shall not and shall procure that no other member of the Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Guarantor may pay dividends to another member of the Group; [*]. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder(s) (if such shareholder is not the Guarantor) by way of dividend.
11.4 In Clause 11.1, Clause 11.2, Clause 11.3, Clause 11.6 Schedule 1:
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter:
11.1.1 at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment];
11.1.2 either:
(a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than [**] [Confidential Treatment] to [**] [Confidential Treatment]; or
(b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; and
11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed:
(a) exceed [**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on or before 31 December 2007; and
(b) [**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent financial quarter]. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio.
11.2 It will be an Event of Default if:
11.2.1 at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually individually) and Apollo in the aggregate do not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or
11.2.2 at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock Exchange:
(a) any individual or any Third Party:
(i) owns legally and/or beneficially and either directly or indirectly at least [**] of the ordinary share capital of the Guarantor; or
(ii) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of directors (or equivalent) of the Guarantor; and, at the same time as any of the events described in paragraphs (i) or (ii) of this Clause has occurred and is continuing, the Lim Family (together or individually) and Apollo in the aggregate do not, directly or indirectly, beneficially own at least [*] of the issued share capital of, and equity interest in, the Guarantor; or
(b) the Guarantor ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Agent (acting on the instructions of the Lenders), (and, for the purpose of this Clause 11.2 “control” of any company, limited partnership or other legal entity (a “body corporate”) by a member of the Lim Family and Apollo, means that one (1) or more members of the Lim Family or Apollo has, directly or indirectly, the power to direct the management and policies of such a body corporate, whether through the ownership of more than [*] of the issued voting capital of that body corporate or by contract, trust or other arrangement).
11.3 The Guarantor shall not and shall procure that no other member of the Group shall, pay any dividends or make any other distributions in respect of its share capital to any person or make any repayments of capital or payments of interest in respect of Financial Indebtedness of an Affiliate of the Guarantor other than payments, distributions, dividends or repayments to another member of the Group. For the avoidance of doubt distributions made in respect of the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns for the relevant jurisdiction of any member of the Group or holder of the Guarantor’s share capital attributable to any member of the Group shall not be restricted by this Clause 11.3. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder(s) (if such shareholder is not the Guarantor) by way of dividend.
11.4 In Clause 11.1, Clause 11.2, Clause 11.3, Clause 11.6 and Schedule 1:
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter:
11.1.1 at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment];
11.1.2 either:
(a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than [**] [Confidential Treatment] to [**] [Confidential Treatment]; or
(b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; and
11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed:
(a) exceed [**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on or before 31 December 2007; and
(b) [**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent financial quarter]. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio.
11.2 It will be an Event of Default if:
11.2.1 at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually individually) and Apollo in the aggregate do not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or
11.2.2 at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock Exchange:
(a) any individual or any Third Party:
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
