NORWEGIAN SUN LIMITED (AS BORROWER)Loan Agreement • October 3rd, 2005 • NCL CORP Ltd.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2020 • NCL CORP Ltd. • Water transportation
This Indemnification Agreement (“Agreement”) is made as of [ ], 2020 by and between Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ANDIndenture • October 3rd, 2005 • NCL CORP Ltd. • New York
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated July 15, 2004 (the "Agreement") is entered into by and among NCL Corporation Ltd., a Bermuda corporation (the "Company"), and J.P. Morgan Securities Inc. and DnB NOR...Registration Rights Agreement • October 3rd, 2005 • NCL CORP Ltd. • New York
SHIP VENTURES INC. (AS BORROWER) COMMERZBANK AKTIENGESELLSCHAFT HAMBURG BRANCH HSBC BANK PLC KFW DNB NOR BANK ASA OVERSEA-CHINESE BANKING CORPORATION LIMITED SINGAPORE BRANCH (AS ARRANGERS AND UNDERWRITERS) THE SEVERAL BANKS PARTICULARS OF WHICH ARE...Secured Loan Agreement • October 3rd, 2005 • NCL CORP Ltd.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • NCL CORP Ltd. • Water transportation • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of June, 2023, by and between NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”), and Patrik Dahlgren (the “Executive”).
Dated 15 June 2023 SEAHAWK TWO, LTD. (as Borrower)NCL CORPORATION LTD. (as Parent)NCL INTERNATIONAL, LTD. (as Shareholder)THE LENDERS LISTED IN Schedule 1 (as Lenders)KFW IPEX-BANK GMBH (as Facility Agent)KFW IPEX-BANK GMBH (as Hermes Agent)KFW...Loan Agreement • February 28th, 2024 • NCL CORP Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
BETWEENShipbuilding Contract • October 3rd, 2005 • NCL CORP Ltd. • London
AMENDMENT TO TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • NCL CORP Ltd. • Water transportation
amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "2021 Amendment and Restatement Agreement") pursuant to which the parties agreed to, amongst other things, the deferral of repayments of principal under the Original Facility Agreement (as amended from time to time prior to the date of such amendment agreement).
FORM OF NORWEGIAN CRUISE LINE HOLDINGS LTD. AMENDED AND RESTATED 2013 PERFORMANCE INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • May 7th, 2024 • NCL CORP Ltd. • Water transportation
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [___________] by and between Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), and [Name] (the “Participant”).
CREDIT AGREEMENT among NCL CORPORATION LTD., as Parent, BREAKAWAY THREE, LTD., as Borrower, VARIOUS LENDERS, KFW IPEX-BANK GMBH, as Facility Agent, Collateral Agent and CIRR Agent, KFW IPEX-BANK GMBH, as Bookrunner, and KFW IPEX-BANK GMBH, as Hermes...Credit Agreement • January 8th, 2013 • NCL CORP Ltd. • Water transportation
THIS CREDIT AGREEMENT, is made by way of deed October 12, 2012, among NCL CORPORATION LTD., a Bermuda company with its registered office as of the date hereof at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), BREAKAWAY THREE, LTD., a Bermuda company with its registered office as of the date hereof at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Borrower”), KFW IPEX-BANK GmbH, as a Lender (in such capacity, together with each of the other Persons that may become a “Lender” in accordance with Section 13, each of them individually a “Lender” and, collectively, the “Lenders”), KFW IPEX-BANK GMBH, as Facility Agent (in such capacity, the “Facility Agent”), as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and as CIRR Agent (in such capacity, the “CIRR Agent”), KFW IPEX-BANK GMBH, as Bookrunner (in such capacity, the “Bookrunner”), KFW IPEX-BANK GMBH, as Hermes Agent (in such cap
Seventh SUPPLEMENTAL AGREEMENTRELATING TO THE SECURED CREDIT AGREEMENT DATED 14 JULY 2014, AS MOST RECENTLY AMENDED AND RESTATED ON 15 JUNE 2023 FOR THE DOLLAR EQUIVALENT OF UP TO €748,685,000 PRE AND POST DELIVERY FINANCE FOR HULL NO. [*]Loan Agreement • February 28th, 2024 • NCL CORP Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NCL CORPORATION LTD.Registration Rights Agreement • February 8th, 2013 • NCL CORP Ltd. • Water transportation • New York
EIGHTH SUPPLEMENTAL AGREEMENTRELATING TO THE SECURED CREDIT AGREEMENT DATED 14 JULY 2014, AS MOST RECENTLY AMENDED AND RESTATED ON 15 JUNE 2023 AND AS FURTHER AMENDED ON 23 OCTOBER 2023 FOR THE DOLLAR EQUIVALENT OF UP TO €748,685,000 PRE AND POST...Loan Agreement • February 28th, 2024 • NCL CORP Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • NCL CORP Ltd. • Water transportation • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 8th day of May, 2009, and is effective as of November 6, 2008, by and between NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”), and Kevin Sheehan (the “Executive”).
ContractShipbuilding Contract • January 8th, 2013 • NCL CORP Ltd. • Water transportation
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
ContractLoan Agreement • January 8th, 2013 • NCL CORP Ltd. • Water transportation • England
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
AMENDMENT TO THE TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • NCL CORP Ltd. • Water transportation
parties thereto agreed to, amongst other things, the deferral of repayments of principal under the Original Facility Agreement (as amended by the 2020 Amendment Agreement).
Dated 24 October 2023 AMENDMENT TO THE TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • NCL CORP Ltd. • Water transportation
Agreement in order to document the redomiciliation of the relevant non-Bermudan entities in the Group as set out in the consent request from, amongst others, the Borrower, the Shareholder and the Guarantor, dated 7 September 2023.
NORWEGIAN CRUISE LINE HOLDINGS LTD. 19,500,000 Ordinary Shares (par value $0.001 per Ordinary Share) Underwriting AgreementUnderwriting Agreement • March 1st, 2018 • NCL CORP Ltd. • Water transportation • New York
The entities identified as Selling Stockholders in Schedule C attached hereto (each, a “Selling Stockholder”), as shareholders of Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), propose, severally and not jointly, to sell you, as underwriter (“Underwriter”), an aggregate of 19,500,000 ordinary shares (the “Shares”), par value $0.001 per share (the “Ordinary Shares”), of Holdings. The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule C attached hereto. The Shares are described in the Prospectus which is referred to below.
DATED 1 JUNE 2012 PRIDE OF AMERICA SHIP HOLDING, LLC (formerly known as Pride of America Ship Holding, Inc.) (as borrower) NCL CORPORATION LTD. (as guarantor) NCL AMERICA HOLDINGS, LLC (formerly known as NCL America Holdings, Inc.) (as shareholder)...Secured Loan Agreement • January 8th, 2013 • NCL CORP Ltd. • Water transportation
I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct.
AMENDMENT TO THE TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • NCL CORP Ltd. • Water transportation
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).
ContractTerm Loan Facility Amendment • February 28th, 2024 • NCL CORP Ltd. • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ContractLoan Agreement • March 13th, 2008 • NCL CORP Ltd. • Water transportation • England
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
ContractSecured Loan Agreement • March 13th, 2008 • NCL CORP Ltd. • Water transportation
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
ContractBareboat Charter Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation • London
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
DNB NOR BANK ASA (AS AGENT) ------------------------------------- USD800,000,000 SECURED LOAN FACILITY AGREEMENT ------------------------------------- STEPHENSON HARWOOD ONE ST PAUL'S CHURCHYARD LONDON EC4M 8SH TEL: +44 (0)20 7329 4422 FAX: +44 (0)20...Secured Loan Facility Agreement • October 3rd, 2005 • NCL CORP Ltd.
DATED 13 NOVEMBER 2006 NORWEGIAN DAWN LIMITED (as borrower) NCL CORPORATION LTD. (as guarantor) COMMERZBANK AKTIENGESELLSCHAFT (as co-ordinator) COMMERZBANK INTERNATIONAL S.A. (as agent) SIXTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS) SECURED LOAN...Secured Loan Agreement • March 6th, 2007 • NCL CORP Ltd. • Water transportation
I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct.
AMENDED AND RESTATED UNITED STATES TAX AGREEMENT for NCL CORPORATION LTD.United States Tax Agreement • January 30th, 2013 • NCL CORP Ltd. • Water transportation • Delaware
This AMENDED AND RESTATED UNITED STATES TAX AGREEMENT (this “Agreement”) of NCL Corporation Ltd., a company organized under the laws of Bermuda (the “Company”), is made effective as of January 24, 2013, by Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Principal Member) and the members of the Company as set forth on the Member Schedule (collectively the “Members” and each a “Member”).
ContractCredit Agreement • November 2nd, 2012 • NCL CORP Ltd. • Water transportation • England
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
ContractCredit Agreement • November 2nd, 2012 • NCL CORP Ltd. • Water transportation • England
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 28th, 2024 • NCL CORP Ltd. • Water transportation • New York
THIS CLASS A NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS CLASS A NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CLASS A NOTE (OTHER THAN A TRANSFER OF THIS CLASS A NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]
DATED AS OF 30 SEPTEMBER 2005 NORWEGIAN SUN LIMITED (as borrower) NCL CORPORATION LTD. (as guarantor) DnB NOR BANK ASA (as paying agent) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (as security agent) SECOND SUPPLEMENTAL DEED TO SECURED LOAN...Secured Loan Agreement • March 29th, 2006 • NCL CORP Ltd. • Water transportation
I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct.
DATED 18 NOVEMBER 2010 NORWEGIAN JEWEL LIMITED (as borrower) NCL CORPORATION LTD. (as guarantor) THE SEVERAL BANKS (particulars of which are set out in Schedule 1) (as lenders) HSBC BANK PLC (as agent) COMMERZBANK AKTIENGESELLSCHAFT (as Hermes agent)...Secured Loan Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation
construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by the Borrower and PoH to the Hermes agent in relation to the New Term Loans (as defined below) in respect of the Hermes cover for such facilities (the “New Hermes Fees”), (y) the sum of (I) EUR123,000,000 and (II) EUR3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor) provided that the maximum amount of the New Term Loans (as defined below) available to the Borrower for drawing shall not exceed USD94,576,192.83 unless the Dollar cap of USD224,770,000 is so increased, to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees, which loans will constitute Permitted Indebtedness from the Effective Date (as defined in the Sixth Supplement) (the “New Term Loans”) (ii) the granting by the Borrower and PoH of mortgages and deeds
ContractLoan Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
