General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period. 9.2 The Guarantor will provide to the Agent: 9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004); 9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004); 9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group; 9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year): (a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and (b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results for the operation of the vessels owned and/or operated by any member of the NCLC Group) and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings; 9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the Loan Agreement; 9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004); 9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the Agent may request 9.2.8 details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent in another currency); and 9.2.9 promptly, such information as the Agent may request regarding the Bonds, either before their issue or during their lifetime.
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General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period.
9.2 The Guarantor will provide to the Agent:
9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004);
9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004);
9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group;
9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year):
(a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and
(b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results quarterly break downs for the operation first of the vessels owned and/or operated by any member of the NCLC Groupthese five (5) years), and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;
9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the Loan Agreement;
9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004);
9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the Agent may request;
9.2.8 details The Guarantor shall procure that any and all of its indebtedness with any other Obligor and/or any shareholder of the Guarantor is at all times fully subordinated to the Security Documents and the obligations of the Guarantor hereunder. The Guarantor shall also procure that any and all of the indebtedness, except Permitted Indebtedness, of the owners or prospective owners of mortgaged vessels in the NCLC Fleet is at all times fully subordinated to the Security Documents and the obligations of the Guarantor hereunder. The Guarantor shall not make or permit to be made any repayments of principal, payments of interest or of any material litigationother costs, arbitration fees, expenses or administrative proceedings which affect liabilities arising from or representing indebtedness with any Obligor as soon as the same are instituted and served, or, to the knowledge shareholder of the Guarantor. Upon the occurrence of an Event of Default the Guarantor shall not make any repayments of principal, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) payments of interest or the equivalent in another currency); andof any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor.
9.2.9 promptly, such information as the Agent may request regarding the Bonds, either before their issue or during their lifetime;
9.2.10 as soon as practicable (and in any event no later than the twenty fifth (25th) day of each month), a monthly bank reporting package for the NCLC Group for the previous month comprised of a profit and loss statement, a balance sheet, a cash flow statement and a statement of the Free Liquidity (as defined in Clause 11.4) (commencing with the month to 31 March 2009);
9.2.11 a quarterly earnings conference telephone call (commencing with the financial quarter to 31 March 2009) to take place as soon as practicable and in any event no later than forty (40) days after the end of any relevant financial quarter except the fourth financial quarter and no later than seventy five (75) days after the end of the fourth financial quarter; and
9.2.12 as soon as practicable (and in any event within thirty (30) days after the close of each quarter of each financial year) a report on bookings for the following year and a comparison with the previous year in the form of Schedule 4 (commencing with the financial quarter ending 30 June 2009).
Appears in 1 contract
General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period.
9.2 The Guarantor will provide to each of the AgentAgents:
9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004);
9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004);
9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group;
9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year):
(a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and
(b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results for the operation of the vessels owned and/or operated by any member of the NCLC Group) and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;
9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the an Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the relevant Loan Agreement;
9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004);
9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the an Agent may request;
9.2.8 details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent in another currency); and
9.2.9 promptly, such information as the an Agent may request regarding the Bonds, either before their issue or during their lifetime.
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General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period.
9.2 The Guarantor will provide to the Agent:
9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004);
9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004);
9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group;
9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year):
(a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and
(b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results for the operation of the vessels owned and/or operated by any member of the NCLC Group) and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;
9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the Loan Agreement;
9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004);
9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the Agent may request;
9.2.8 details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent in another currency); and
9.2.9 promptly, such information as the Agent may request regarding the Bonds, either before their issue or during their lifetime.
Appears in 1 contract
General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period.
9.2 The Guarantor will provide to each of the AgentAgents:
9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004);
9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004);
9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group;
9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year):
(a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and
(b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results quarterly break downs for the operation first of the vessels owned and/or operated by any member of the NCLC Groupthese five (5) years), and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;
9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the an Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the relevant Loan Agreement;
9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004);
9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the an Agent may request;
9.2.8 details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent in another currency); and;
9.2.9 promptly, such information as the an Agent may request regarding the Bonds, either before their issue or during their lifetime;
9.2.10 as soon as practicable (and in any event no later than the twenty fifth (25th) day of each month), a monthly bank reporting package for the NCLC Group for the previous month comprised of a profit and loss statement, a balance sheet, a cash flow statement and a statement of the Free Liquidity (as defined in Clause 11.4) (commencing with the month to 31 March 2009);
9.2.11 a quarterly earnings conference telephone call (commencing with the financial quarter to 31 March 2009) to take place as soon as practicable and in any event no later than forty (40) days after the end of any relevant financial quarter except the fourth financial quarter and no later than seventy five (75) days after the end of the fourth financial quarter; and
9.2.12 as soon as practicable (and in any event within thirty (30) days after the close of each quarter of each financial year) a report on bookings for the following year and a comparison with the previous year in the form of Schedule 4 (commencing with the financial quarter ending 30 June 2009).
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
General Undertakings: Positive Covenants. 9.1 The undertakings contained in this Clause 9 shall remain in full force from the date of this Deed until the end of the Security Period.
9.2 The Guarantor will provide to the Agent:
9.2.1 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts (commencing with the audited accounts made up to 31 December 2004);
9.2.2 as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with the unaudited accounts made up to 31 March 2004);
9.2.3 as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC Group;
9.2.4 as soon as practicable (and in any event not later than 31 January of each financial year):
(a) a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and
(b) updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and projected results quarterly break downs for the operation first of the vessels owned and/or operated by any member of the NCLC Groupthese five (5) years), and an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;
9.2.5 from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that effect from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause 10.18 of the Loan Agreement;
9.2.6 as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3) quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first quarter of the financial year ending 31 December 2004);
9.2.7 promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the Agent may request;
9.2.8 details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent in another currency); and;
9.2.9 promptly, such information as the Agent may request regarding the Bonds, either before their issue or during their lifetime;
9.2.10 as soon as practicable (and in any event no later than the twenty fifth (25th) day of each month), a monthly bank reporting package for the NCLC Group for the previous month comprised of a profit and loss statement, a balance sheet, a cash flow statement and a statement of the Free Liquidity (as defined in Clause 11.4) (commencing with the month to 31 March 2009);
9.2.11 a quarterly earnings conference telephone call (commencing with the financial quarter to 31 March 2009) to take place as soon as practicable and in any event no later than forty (40) days after the end of any relevant financial quarter except the fourth financial quarter and no later than seventy five (75) days after the end of the fourth financial quarter; and
9.2.12 as soon as practicable (and in any event within thirty (30) days after the close of each quarter of each financial year) a report on bookings for the following year and a comparison with the previous year in the form of Schedule 4 (commencing with the financial quarter ending 30 June 2009).
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