NORWEGIAN CRUISE LINE HOLDINGS LTD a company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Holding")
NORWEGIAN CRUISE LINE HOLDINGS LTD. The indenture will provide that NCL Holdings shall not consolidate with or merge with or into or otherwise combine with, or sell, lease or otherwise transfer or dispose of all or substantially all of NCL Holdings’ and its subsidiaries’ consolidated assets, taken as a whole, to, another person, unless: · NCL Holdings is the surviving person or the resulting, surviving or transferee person (if not NCL Holdings) is a person organized and existing under the laws of any Permitted Jurisdiction and treated as a corporation for U.S. federal income tax purposes, and such person (if not NCL Holdings) expressly assumes by supplemental indenture in form satisfactory to the trustee all of NCL Holdings’ obligations under the notes, the indenture and its guarantee (such surviving, resulting or transferee person, a “Guarantor Permitted Successor”); and · immediately after giving effect to such transaction, (i) we are a wholly-owned subsidiary of NCL Holdings or a Guarantor Permitted Successor and are treated as a disregarded entity for U.S. federal income tax purposes or have merged into NCL Holdings or a Guarantor Permitted Successor and (ii) no default or event of default has occurred and is continuing under the indenture. We shall deliver, or cause to be delivered, to the trustee an officer’s certificate and an opinion of counsel, each to the effect that such consolidation, merger, combination, sale, lease or other transfer or disposition complies with the requirements of the indenture, and such opinion of counsel shall state that the indenture, the notes and NCL Holdings’ guarantee constitute legal, valid and binding obligations of any Guarantor Permitted Successor, as applicable, subject to customary exceptions. Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition, the Guarantor Permitted Successor (if not NCL Holdings) shall succeed to, and may exercise every right and power of, NCL Holdings under the indenture, the notes and NCL Holdings’ guarantee, and NCL Holdings shall be discharged from its obligations under the notes, the indenture and its guarantee except in the case of any such lease. For purposes of the foregoing, any sale, lease or other transfer or disposition of the assets of one or more of NCL Holdings’ subsidiaries that would, if NCL Holdings had held such assets directly, have constituted the sale, lease or other transfer or disposition of all or substantially all of NCL Holdings’ consolidated assets, taken ...
