HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales, whose registered office is at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and the Couponholders.
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED (the Trustee, which expression includes, where the context admits, all persons for the time being the trustee or trustees of this Trust Deed).
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED as security trustee for itself and the other Secured Parties (the “Security Agent”).
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a private limited liability company incorporated under the laws of England and Wales and with company registration number 06447555, with its registered office at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, in its capacity as security trustee for and on behalf of the Secured Creditors under the Security Trust Deed (acting pursuant to the provisions of, and with the benefit of the protections set out in, the Security Trust Deed, the "Security Trustee");
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND
(A) By a shipbuilding contract dated 21 October 2016 (as amended from time to time including on 26 July 2018) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx Six, Ltd. (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract.
(B) By a loan agreement dated 19 December 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of up to six hundred and forty million Euros (€ 640,000,000) and the amount of the SACE Premium (but not exceeding six hundred and sixty three million, nine hundred thousand, four hundred and fourteen Euros and ninety four cents (€ 663,900,414.94)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein).
(C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED in its capacity as security agent and trustee for the Finance Parties under and as defined in the Revolving Facility Agreement defined below (the Fifth Security Agent); and
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED (the Note Trustee), which expression includes any other trustee for the time being of the Trust Deed referred to below;
HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, as agent and trustee for itself and each of the Secured Parties (as defined below) (the “Collateral Agent”).
