Conditions Precedent 3.1 The amendment and restatement of the Original Loan Agreement and the Original Guarantee provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it:
3.1.1 prior to the date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the NCLC Group posted on xxx.xxxxxxxxxx.xxx on 5 March 2009;
3.1.2 on the date of this Deed:
(a) one (1) counterpart of this Xxxx xxxx executed by the parties hereto;
(b) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Manager and the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto;
(c) evidence that each of the Lenders has received payment of the handling fee to which it is entitled as more particularly described in Clause 5.1; and
(d) the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Manager and the other Hermes Vessel Owners (as defined in the Loan Agreement) (together the “Relevant Parties”):
(i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required;
(ii) notarially attested secretary’s certificate of each of the Relevant Parties:
(1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed;
(2) giving the names of its present officers and directors;
(3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed;
(4) giving the legal owner of its shares and the number of such shares held;
(5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and
(6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and
(iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;
3.1.3 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for the Guarantor since 27 January 2009, by way of a certificate of the NCLC Group’s chief financial officer attaching copies of one or more wire transfers in an aggregate amount of one hundred million Dollars (USD100,000,000) and stating that the payments are an equity contribution for the Guarantor;
3.1.4 a Certified Copy of each of the Hermes Vessel Owner Second Guarantees (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower;
3.1.5 a Certified Copy of each of the Second Mortgages (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and lodged for registration at respectively the Bahamas Maritime Authority in London and the US Coast Guard National Vessel Documentation Center;
3.1.6 a Certified Copy of each of the Second Assignments (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and the other parties thereto;
3.1.7 one (1) counterpart of each of the Second Priority Security Co-ordination Deeds (as defined in the Loan Agreement) duly executed by the parties thereto;
3.1.8 a Certified Copy of the Third Priority Security Co-ordination Deed (as defined in the Loan Agreement) in respect of the Vessel duly executed by the parties thereto together with one (1) counterpart of the power of attorney to be given by the Restructuring Trustee to the Trustee pursuant thereto duly executed by the Restructuring Trustee;
3.1.9 a Certified Copy of a confirmation from the Account Holder (as defined in the Loan Agreement) that the Cash Sweep Bank Account (as defined in the Loan Agreement) has been opened with the Account Holder and is, and will remain, free from Encumbrances and rights of set off other than the Account Charge (as defined in the Loan Agreement);
