INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2020 • Norwegian Cruise Line Holdings 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.
7.750% SENIOR NOTES DUE 2029Indenture • February 22nd, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
CREDIT AGREEMENT dated as of May 24, 2013, among NCL CORPORATION LTD., as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent, DNB BANK ASA, NORDEA BANK FINLAND PLC., NEW YORK...Credit Agreement • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CREDIT AGREEMENT dated as of May 24, 2013 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Borrower”), the LENDERS party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), DNB BANK ASA and NORDEA BANK FINLAND PLC., NEW YORK BRANCH as co-syndication agents (in such capacity, the “Co-Syndication Agents”), DEUTSCHE BANK SECURITIES INC., DNB BANK ASA, NORDEA BANK FINLAND PLC., NEW YORK BRANCH, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, HSBC BANK PLC, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) and KFW IPEX-BANK GMBH, as joint bookrunners (in such capacity, the “Joint Bookrunners”), BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, HSBC BANK PLC, SKANDINAVISKA ENSKI
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings 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”).
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. Dated 15 June 2023 BREAKAWAY FOUR, LTD. (as Borrower)NCL...Loan Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings 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.
ContractTerm Loan Facility Amendment • February 28th, 2024 • Norwegian Cruise Line Holdings 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.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014, among NCL CORPORATION LTD., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent DNB BANK ASA, NORDEA BANK FINLAND PLC,...Credit Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Borrower”), the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
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 • Norwegian Cruise Line Holdings 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”).
€665,995,880 CREDIT AGREEMENT among NCL CORPORATION LTD., as Parent, SEAHAWK ONE, 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...Credit Agreement • October 31st, 2014 • Norwegian Cruise Line Holdings Ltd. • Water transportation
THIS CREDIT AGREEMENT, is made by way of deed July 14, 2014, 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”), SEAHAWK ONE, 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 capacity,
ContractLoan Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings 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.
NCL FINANCE, LTD., as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, INDENTURE Dated as of March 3, 2021 6.125% SENIOR NOTES DUE 2028Indenture • March 3rd, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
THIS 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 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 NOTE (OTHER THAN A TRANSFER OF THIS 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.]
ContractLoan Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2013, and is effective as of April 1, 2013, by and between NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”), and Kevin Sheehan (the “Executive”).
ContractGuarantee • February 27th, 2019 • Norwegian Cruise Line Holdings 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.
NCL CORPORATION LTD., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Security Agent, INDENTURE Dated as of February 22, 2023 FIRST-LIEN SENIOR SECURED NOTESIndenture • February 27th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
INDENTURE, dated as of February 22, 2023 (the “Signing Date”), among NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident in the United Kingdom (the “Issuer”), the Guarantors party hereto, U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as Security Agent (in such capacity, the “Security Agent”), and, for the purposes of Section 7 herein, FirstCaribbean International Trust Company (Bahamas) Limited, as Supplemental Security Agent for the Security Agent in the Commonwealth of The Bahamas, and Atlantic Bank Limited, as Supplemental Security Agent for the Security Agent in Belize.
ContractShipbuilding Contract • October 31st, 2014 • Norwegian Cruise Line Holdings 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.
AMENDMENT TO TERM LOAN FACILITYTerm Loan Facility Amendment • March 1st, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
and (iii) payment to SACE of the Dollar Equivalent of 100% of the second instalment of the SACE Premium payable on the original Drawdown Date.
AMENDMENT TO THE TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • Norwegian Cruise Line Holdings 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 • Norwegian Cruise Line Holdings 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 • Norwegian Cruise Line Holdings 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.
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Credit Agreement • February 4th, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CREDIT AGREEMENT dated as of January 10, 2019 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL”, the “Company” or the “Borrower”), the LENDERS party hereto from time to time, and NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
47,577,947 Ordinary Shares (par value $0.001 per Ordinary Share) Underwriting AgreementUnderwriting Agreement • March 9th, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDMENT TO TERM LOAN FACILITYTerm Loan Facility • December 19th, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
ContractLoan Agreement • April 8th, 2024 • Norwegian Cruise Line Holdings 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.
AMENDMENT TO THE TERM LOAN FACILITYTerm Loan Facility Amendment • February 28th, 2024 • Norwegian Cruise Line Holdings 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 • Norwegian Cruise Line Holdings 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.
ContractCredit Agreement • October 19th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
NCL CORPORATION LTD., as Issuer, and JPMORGAN CHASE BANK, N.A., as Security Agent INDENTURE Dated as of October 18, 2023Indenture • October 19th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDMENT TO THE TERM LOAN FACILITY O CLASS PLUS TWO, LLCTerm Loan Facility Amendment • December 19th, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
AMENDED AND RESTATED UNITED STATES TAX AGREEMENT for NCL CORPORATION LTD.United States Tax Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings 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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 28th, 2024 • Norwegian Cruise Line Holdings 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.]
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 2, 2019, among NCL CORPORATION LTD., as Company, VOYAGER VESSEL COMPANY, LLC, as Co-Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as...Credit Agreement • February 27th, 2019 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 2, 2019 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Company”), Voyager Vessel Company, LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Company, the “Borrowers”), the Subsidiary Guarantors party hereto (with respect to Section 1.04 only), the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”), and NCL Investment Limited., a company organized under the laws of Bermuda, and NCL Investment II Ltd., a company organized under the laws of Bermuda (each, a “Holder”, and collectively, the “Holders”).
NORWEGIAN CRUISE LINE HOLDINGS LTD. [ ] Ordinary Shares (par value $0.001 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
Each of the undersigned, Kevin M. Sheehan, President and Chief Executive Officer of Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), and Wendy A. Beck, Executive Vice President and Chief Financial Officer of Holdings, on behalf of Holdings, does hereby certify pursuant to Section 6(m) of that certain Underwriting Agreement dated December [ ], 2013 (the “Underwriting Agreement”) among Holdings, the Selling Stockholders and, on behalf of the several Underwriters named therein, the Representatives, that as of [ ], 2013:
ContractTerm Loan Facility Amendment • February 28th, 2024 • Norwegian Cruise Line Holdings 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.
