1
EXHIBIT 1.3
KREDITANSTALT FUR WIEDERAUFBAU (1)
- and -
ZENITH SHIPPING CORPORATION (2)
-----------------------------------------------
SEVENTH SUPPLEMENTAL AGREEMENT
- TO -
LOAN FACILITY AGREEMENT
IN RESPECT OF M.V. "ZENITH"
(EX YARD NO. S.620 AT XXX. X. XXXXX GMBH & CO.)
F(W) 709
-----------------------------------------------
Xxxxxxxx Xxxxx & Xxxxxxxxx
Xxxxxx
2
INDEX
PAGE
1. DEFINITIONS........................................................2
2. CONSENT OF THE LENDER..............................................3
3. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH THIS
SEVENTH SUPPLEMENTAL AGREEMENT.....................................4
4. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT..........................5
5. LAW AND JURISDICTION...............................................7
SCHEDULES
FIRST : Form of Fifth Letter of Consent
SECOND : Form of Cross Guarantee Supplement
THIRD : Form of Supplement No. 2 to the Second Mortgage
FOURTH : Form of Second Supplement to the Second Assignment of Insurances
FIFTH : Form of Second Supplement to the Second Assignment of Charter
Earnings
SIXTH : Form of Second Supplement to the Second Tripartite Agreement
SEVENTH : Form of Second Supplement to UCH / KfW Subordination Agreement
EIGHTH : Form of Supplement to the Cruise Mar Guarantee
NINTH : Form of Supplement to Surplus Earnings Application Agreement
3
THIS AGREEMENT made as of the 2nd day of September 1999
BETWEEN:-
(1) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Palmengartenstra e 5-9, D-60325 Frankfurt am Main ("the Lender"); and
(2) ZENITH SHIPPING CORPORATION a corporation incorporated under the laws
of the Republic of Liberia whose registered office is at 00 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx of Liberia ("the Borrower")
IS SUPPLEMENTAL TO a loan facility agreement dated 21 June 1990 as amended by
agreements supplemental thereto dated 25 February 1992, 21 October 1992, 29
January 1993, 31 March 1995, 30 November 1995 and 1 September 1998 (together
"the Original Loan Agreement").
WHEREAS:-
A. The Lender has been requested to release:-
(i) Fantasia from all of its obligations to the Lender under the
guarantee dated 30 November 1995 ("THE FANTASIA GUARANTEE")
executed by Fantasia in favour of the Lender in respect of the
obligations of the Borrower under the Original Loan Agreement;
and
(ii) the Borrower from all of its obligations to the Lender under
the guarantee dated 30 November 1995 ("THE ZENITH GUARANTEE")
executed by the Borrower in favour of the Lender in respect of
the obligations of Fantasia under the Horizon Loan Agreement;
B. Pursuant to a deed of release and reassignment dated 2 September 1999
made between (1) the Lender, (2) Blue Sapphire, (3) Xxxxx, (4) the
Borrower, (5) Fantasia and (6) CCI the Lender has released the Fantasia
Guarantee;
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C. This Supplemental Agreement (inter alia) sets out the terms and
conditions upon which the Lender will agree to grant its consent to the
release of the Zenith Guarantee and upon which certain amendments will
be made to the Original Loan Agreement and the Security Documents;
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows:-
1. DEFINITIONS
1.1 Terms and expressions defined in the Recitals to this Supplemental
Agreement shall, when used in this Supplemental Agreement, have the
meanings therein set out; terms and expressions not defined herein but
whose meanings are defined in the Original Loan Agreement shall, when
used herein, have the same meanings set out therein and the following
terms and expressions shall have the following meanings:-
"CROSS COLLATERAL GUARANTEE SUPPLEMENTS" means together the supplements
to the Cross Collateral Guarantees in respect of each of the Blue
Sapphire Loan Agreement and the Xxxxx Loan Agreement each in the form
and upon the terms and conditions of the draft set out in the Second
Schedule hereto;
"FIFTH LETTER OF CONSENT" means a letter of consent to be addressed by
the Lender to the Borrower in the form set out in the First Schedule
hereto;
"SECOND ASSIGNMENT OF CHARTER EARNINGS SECOND SUPPLEMENT" means, in
respect of the Vessel, the second supplement to the Second Assignment
of Charter Earnings in the form and upon the terms and conditions of
the draft set out in the Fifth Schedule hereto;
"SECOND ASSIGNMENT OF INSURANCES SECOND SUPPLEMENT" means, in respect
of the Vessel, the second supplement to the Second Assignment of
Insurances in the form and upon the terms and conditions of the draft
set out in the Fourth Schedule hereto;
"SECOND MORTGAGE SUPPLEMENT NO. 2" means a supplement to the Second
Mortgage in form and upon terms and conditions of the draft set out in
the Third Schedule hereto;
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"SECOND TRIPARTITE AGREEMENT SECOND SUPPLEMENT" means, in respect of
the Vessel, the second supplement to the Second Tripartite Agreement in
the form and upon the terms and conditions of the draft set out in the
Sixth Schedule;
"SUPPLEMENT TO THE CRUISE MAR GUARANTEE" means the supplement to the
Cruise Mar Guarantee in the form and upon the terms and conditions set
out in the Eighth Schedule;
"SURPLUS EARNINGS APPLICATION AGREEMENT SUPPLEMENT" means an agreement
supplemental to the Surplus Earnings Application Agreement in the form
and upon the terms and conditions of the draft set out in the Ninth
Schedule hereto;
"UCH/KFW SUBORDINATION AGREEMENT SECOND SUPPLEMENT" means the second
supplemental agreement to the UCH/KfW Subordination Agreement in the
form and upon the terms and conditions of the draft set out in the
Seventh Schedule hereto;
2. CONSENT OF THE LENDER
2.1 Subject to the fulfilment of all the terms and conditions set out in
Clause 2.2 the Lender will issue the Fifth Letter of Consent and agree
to the amendments to the Original Loan Agreement hereinafter set out.
2.2 The Lender shall issue the Fifth Letter of Consent upon the fulfilment
of all of the following conditions to the Lender's satisfaction:-
(A) the Lender has received the following documents each in form
and substance satisfactory to the Lender:-
(i) this Seventh Supplemental Agreement duly executed by
the Borrower;
(ii) the Cross Collateral Guarantee Supplements duly
executed by the Borrower; and
(iii) the Supplement to the Cruise Mar Guarantee duly
executed by Cruise Mar Holdings.
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(B) the Lender has received a certificate from the Secretary of
each of the Borrower, Blue Sapphire, Xxxxx, Cruise Mar, UCH
and CCI attaching resolutions passed at the Meeting of the
Board of Directors of the relevant company approving or
ratifying the execution, delivery, implementation and
performance of such of this Seventh Supplemental Agreement and
each of the documents executed or to be executed pursuant
thereto to which such company is or is to be a party, such
certificate to certify that such resolutions remain in full
force and effect on the date of such certificate and such
certificate to certify the names of the current officers and
directors of the relevant company; and
(C) no Event of Default has occurred and is continuing.
3. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH THIS SEVENTH SUPPLEMENTAL
AGREEMENT
3.1 The following shall be effected concurrently with the execution of this
Seventh Supplemental Agreement:-
(A) the Second Mortgage Supplement No. 2 duly executed by the
Borrower and registered under the laws and flag of the
Republic of Liberia at the Office of the Deputy Commissioner
of Maritime Affairs of the Republic of Liberia at the port of
New York;
(B) the Second Assignment of Insurances Second Supplement duly
executed by the Borrower and CCI respectively;
(C) the Second Assignment of Charter Earnings Second Supplement
duly executed by the Borrower;
(D) the Second Tripartite Agreement Second Supplement duly
executed by the Borrower and CCI;
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(E) the UCH/KfW Subordination Agreement Second Supplement duly
executed by UCH;
(F) the Surplus Earnings Application Agreement Supplement duly
executed by Fantasia, the Borrower, Blue Sapphire, Xxxxx and
CCI.
4. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT
4.1 As and with effect from 31 October 1998 the Original Loan Agreement
shall be further amended as follows:-
(A) DEFINITIONS
The definition of "ADDITIONAL SECURITIES" shall be amended by
the deletion therefrom of "HORIZON CROSS SECURITIES";
The definition of "BLUE SAPPHIRE LOAN AGREEMENT" shall be
amended by the insertion after "1 SEPTEMBER 1998" of the words
"AND 2 SEPTEMBER 1999";
The definition "CHARTER" shall be amended to read "MEANS, IN
RESPECT OF THE VESSEL, THE REVISED 'BARECON 89' CHARTER DATED
29 NOVEMBER 1993 AS AMENDED BY ADDENDUM NO.1 DATED 30 NOVEMBER
1995, ADDENDUM NO. 2 DATED 1 SEPTEMBER 1998 AND 2 SEPTEMBER
1999 WHEREBY THE BORROWER HAS BAREBOAT CHARTERED THE VESSEL TO
CCI FOR AN INITIAL PERIOD AS AND WITH EFFECT FROM 1 JANUARY
1993 UP TO 31 MARCH 2008 UPON THE TERMS AND CONDITIONS THEREIN
CONTAINED;"
The definition of "CROSS COLLATERAL GUARANTEES" shall be
amended by the deletion therefrom in line 9 of "HORIZON LOAN
AGREEMENT";
The definition "DEFERRAL" shall be amended in line 1 by the
deletion of "FOUR (4)" and the substitution therefor of "THREE
(3)";
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The definition of "XXXXX LOAN AGREEMENT" shall be amended by
the insertion after "1 SEPTEMBER 1998" of the words "AND
2 SEPTEMBER 1999";
The definition "KFW FACILITY AGREEMENTS" shall be amended by
the deletion therefrom of "THE HORIZON LOAN AGREEMENT";
The definition "HORIZON CROSS SECURITIES" shall be deleted in
full;
The definition "HORIZON LOAN AGREEMENT" shall be deleted in
full;
The definitions of "SECOND ASSIGNMENT OF CHARTER EARNINGS",
"SECOND ASSIGNMENT OF INSURANCES", "SECOND MORTGAGE" and
"SECOND TRIPARTITE AGREEMENT" shall each be deemed to include
therein the respective supplements to each such security
referred to in Clause 2.1(B);
The definition "SURPLUS EARNINGS APPLICATION AGREEMENT" shall
be deemed to include the supplement thereto referred to in
Clause 2.1(B);
The definition "ZENITH LOAN AGREEMENT" shall be amended in
line 5 by the insertion of a "SEVENTH AGREEMENT SUPPLEMENTAL
THERETO DATED 2 SEPTEMBER 1999";
(B) CLAUSE 13
(i) Clause 13.01(xv) shall be amended by the deletion
therefrom of the references to "FANTASIA";
(C) CLAUSE 17:-
(i) Clause 17.01 shall be amended by the deletion
therefrom of the reference to "FANTASIA";
(ii) Clause A.01 "FIFTHLY" shall be amended by the
deletion of the words "AND THE OPERATING RESERVE
REFERRED TO UNDER CLAUSE 15.01(I) OF THE HORIZON
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LOAN AGREEMENT HAS REACHED THE LEVEL OF TEN MILLION
DOLLARS ($10,000,000)";
4.2 All references in the Original Agreement to "this Agreement",
"hereunder", "hereof"or "herein" shall be deemed to refer to the
Original Loan Agreement as amended by this Seventh Supplemental
Agreement.
4.3 Save as amended by Clause 3.1 the Original Loan Agreement shall remain
unchanged and in full force and effect.
5. LAW AND JURISDICTION
5.1 The provisions of Clauses 31 (Law) and 32 (Jurisdiction) of the
Original Loan Agreement shall apply to this Seventh Supplemental
Agreement mutatis mutandis.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
SIGNED by )
) /s/ XX Xxxx
for and on behalf of ) ------------------------
KREDITANSTALT FUR WIEDERAUFBAU ) XXXXXXXX XXXX XXXX
in the presence of:- ) ATTORNEY IN FACT
SIGNED by )
) /s/ Xxxxxx Xxxxx
for and on behalf of ) ------------------------
ZENITH SHIPPING CORPORATION ) XXXXXX XXXXX
in the presence of:- ) VICE PRESIDENT & TREASURER
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THE FIRST SCHEDULE
[to be typed on headed paper of Kreditanstalt fur Wiederaufbau]
Zenith Shipping Corporation
c/o Celebrity Cruises Inc.
0000 Xxxxxxxxx Xxx
Xxxxx
Xxxxxxx 00000-0000
XXX
Dear Sirs
M.V. "ZENITH" - LOAN AGREEMENT DATED 21 JUNE 1990 - F(W) 709
We refer to the loan agreement dated 21 June 1990 as amended by supplemental
agreements dated 25 February 1992, 21 October 1992, 29 January 1993, 31 March
1995, 30 November 1995 and 1 September 1998 (together "THE ORIGINAL LOAN
AGREEMENT") and as further amended by a further supplemental agreement dated
1999 ("THE SEVENTH SUPPLEMENT") made between yourselves and
ourselves.
Pursuant to Clause 2.1 of the Seventh Supplement we hereby confirm that the
conditions set out in Clause 2.2 have been satisfied and accordingly the
amendments set out in Clause 3 have become effective.
Words and expressions defined in the Original Loan Agreement as amended by the
Seventh Supplement shall, unless the context otherwise requires, bear the same
meanings when used in this letter.
Yours faithfully
for and on behalf of
KREDITANSTALT FUR WIEDERAUFBAU
11
THE SECOND SCHEDULE
THIS DEED dated the day of 1999 and made between:-
(1) ZENITH SHIPPING CORPORATION as Guarantor; and
(2) KREDITANSTALT FUR WIEDERAUFBAU as Lender
IS SUPPLEMENTAL TO a deed of guarantee and indemnity dated 30 November 1995
("THE ORIGINAL GUARANTEE") made between the same parties.
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 All terms and expressions defined in the Original Guarantee shall have
the same meanings when used in this Supplemental Deed.
2. APPROVAL OF THE GUARANTOR
2.1 The Guarantor hereby gives its approval to the Lender and the Borrower
entering into the agreement supplemental to the Loan Agreement in the
form of the draft annexed hereto as Appendix "A" ("THE SUPPLEMENTAL
AGREEMENT").
3. AMENDMENTS TO THE ORIGINAL GUARANTEE
3.1 As and with effect from 31 October 1998:-
(A) All references to "THE LOAN AGREEMENT" shall be deemed to
refer to the Loan Agreement referred to in the Original
Guarantee as amended by agreements supplemental thereto dated
1 September 1998 and 1999;
(B) Clause 1.1 shall be amended such that:-
(i) the definition "THIS GUARANTEE" shall be deemed to
refer to the Original Guarantee as amended by this
Deed;
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(ii) the definition of "SECOND ASSIGNMENT OF CHARTER
EARNINGS", "SECOND ASSIGNMENT OF INSURANCES", "SECOND
MORTGAGE" and "SECOND TRIPARTITE AGREEMENT" shall
each be deemed to include therein the respective
supplement to each security referred to in Clause
2.1(B) of the Supplemental Agreement; and
(iii) the definition of "ZENITH LOAN AGREEMENT" shall be
deemed to refer to the Zenith Loan Agreement as
further amended by an agreement supplemental thereto
dated 1999.
3.2 Save as amended hereby, the Original Guarantee shall remain unchanged
and in full force and effect.
4. GOVERNING LAW
4.1 The provisions of Clauses 18 and 19 of the Original Guarantee shall
apply to this Supplemental Deed mutatis mutandis.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
EXECUTED and DELIVERED )
as a Deed )
by ZENITH SHIPPING )
CORPORATION acting by )
)
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
13
THE THIRD SCHEDULE
SUPPLEMENT NO. 2
-TO-
SECOND PREFERRED MORTGAGE
-ON-
"ZENITH"
SUPPLEMENT NO. 2 dated 1999 ("THIS SUPPLEMENT NO. 2") to a second
preferred mortgage dated 30 November 1995 ("THE MORTGAGE") by ZENITH SHIPPING
CORPORATION a Liberian corporation ("THE OWNER") in favour of KREDITANSTALT FUR
WIEDERAUFBAU a public law corporation incorporated in the Federal Republic of
Germany whose registered office is at present at Xxxxxxxxxxxxxxxxxxx 0-0,
X-00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxxx of Germany ("THE MORTGAGEE")
recorded on 30 November 1995 at 9.03 AM EST in Book PM47 at Page 901 as amended
by supplement no. 1 thereto dated 1 September 1998 by the Owner to the Mortgagee
recorded on 1 September 1998 at 3.38 PM EDST in Book PM50 at page 000 (xxxxxxxx
"XXX XXXXXXXX").
WHEREAS:-
A. The Owner is the registered and beneficial owner of the whole of the
Liberian flag cruise vessel "ZENITH" ("THE VESSEL"): official number
"9660" of 47,255 gross and 24,560 net tons; or thereabouts, duly
documented in the name of the Owner under the laws of the Republic of
Liberia, with her home port at Monrovia, Liberia;
B. Words and expressions defined in the Mortgage shall, unless stated
herein to the contrary, bear the same meanings when used in this
Supplement No. 2;
C. By a deed of release and reassignment dated 1999 made between
(1) the Mortgagee (2) Blue Sapphire (3) Xxxxx (4) the Owner (5)
Fantasia and (6) CCL the Mortgagee has (inter alia) released the Owner
from all of its obligations under the Guarantee in respect of the
Horizon Loan Agreement;
D. By an agreement dated 1999 supplemental to the Blue Sapphire
Loan Agreement it has been agreed by Blue Sapphire with the Mortgagee
that at the date of this
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Supplement No. 2 the aggregate of all possible advances that may be
made by the Mortgagee to Blue Sapphire pursuant to the Blue Sapphire
Loan Agreement and secured by the Mortgage (as amended and supplemented
by this Supplement No. 2) is one hundred and seventy seven million four
hundred and sixty nine thousand two hundred and twenty United States
Dollars (USD177,469,220) (of which USD149,384,402 is Blue Sapphire Loan
A, USD18,673,050 is Blue Sapphire Loan B and USD9,411,768 is Blue
Sapphire Loan D);
E. By an agreement dated 1999 supplemental to the Xxxxx Loan
Agreement it has been agreed by Xxxxx with the Mortgagee that at the
date of this Supplement No. 2 the aggregate of all possible advances
that may be made by the Mortgagee to Xxxxx pursuant to the Xxxxx Loan
Agreement is one hundred and seventy three million six hundred and
fourteen thousand two hundred and twenty eight United States Dollars
(USD173,614,228) all of which is Xxxxx Loan A;
F. The Owner and the Mortgagee wish by this Supplement No. 2 to amend the
Recording Clause of the Mortgage so as to reflect the transactions
referred to in Recitals C, D, and E.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency whereof are hereby acknowledged by the
Owner and the Mortgagee, the Owner and the Mortgagee hereby covenant and agree
as follows:-
1. As and with effect from 31 October 1998 the Mortgage shall cease to
secure Horizon Loan A, Horizon Loan B, Horizon Loan C and Horizon Loan
D.
2. For the purpose of recording this Supplement No. 2 as required by
Chapter 3 of Title 22 of the Liberian Code of Law of 1956, as amended,
this Supplement No. 2 amends the total amount secured by the Mortgage.
The total amount of the Mortgage is amended to three hundred and fifty
one million eighty three thousand four hundred and forty eight United
States Dollars (USD351,083,448) (of which USD177,469,220 is the
aggregate of Blue Sapphire Loan A, Blue Sapphire Loan B and Blue
Sapphire Loan D and USD173,614,228 is Xxxxx Loan A) and interest and
performance of mortgage covenants. The date of maturity is on demand.
There is no separate discharge amount.
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IN WITNESS whereof the Owner and the Mortgagee have executed this Supplement No.
2 the date and year first before written.
ZENITH SHIPPING CORPORATION
By:
Title:
KREDITANSTALT FUR WIEDERAUFBAU
By:
Title: Attorney-in-Fact
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XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the day of 1999 before me personally came ,
to me known, and known to me to be the person who executed the foregoing
Supplement No. 2 who, being by me duly sworn, did depose and say that he
resides at ; that he is of Zenith Shipping
Corporation, a Liberian corporation, the entity described in and which executed
the foregoing Supplement No. 2; that he signed his name thereto pursuant to
authority granted to him by the Board of Directors of the said entity; and he
further acknowledged that the said Supplement No. 2 is the act and deed of the
said entity.
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
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ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of 1999 before me personally came ,
to me known, and known to me to be the person who executed the foregoing
Supplement No. 2 who, being by me duly sworn, did depose and say that he/she
resides at ; that he/she is Attorney-in-Fact for
Kreditanstalt fur Wiederaufbau the corporation described in and which executed
the foregoing Supplement No. 2; that he/she signed his/her name thereto pursuant
to authority granted to him/her by a Power of Attorney of the said entity; and
he/she further acknowledged that the said Supplement No. 2 is the act and deed
of the said entity.
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
18
THE FOURTH SCHEDULE
This Deed dated the day of 1999 made between:
(1) ZENITH SHIPPING CORPORATION ("THE OWNER");
(2) CELEBRITY CRUISES INC. ("THE CHARTERER"); and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("THE ASSIGNEE")
IS SUPPLEMENTAL TO a deed of second assignment of insurances of the Liberian
flag cruise vessel m.v. "ZENITH" dated 30 November 1995 as amended by a deed
supplemental thereto dated 1 September 1998 (together "THE ORIGINAL
ASSIGNMENT").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the same
meanings when used in this Supplemental Deed including the Recitals;
B. By a deed of release and reassignment dated 1999 made between (1)
the Assignee, (2) Blue Sapphire, (3) Xxxxx, (4) the Owner, (5) Fantasia and (6)
CCI the Assignee has (inter alia) released the Owner from all further
obligations under the Guarantee dated 30 November 1995 ("THE RELEASED
GUARANTEE") issued by the Owner in favour of the Assignee in respect of the
obligations of Fantasia under the Horizon Loan Agreement and has further agreed
to enter into this Supplemental Deed in order that the Original Assignment shall
cease to stand as security for the obligations of the Owner under the Released
Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 31 October 1998 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Fantasia Loans, interest
accrued thereon and all other sums whatsoever and howsoever
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that may hereafter be secured by the Released Guarantee and any
securities executed for the obligations of the Owner under the Released
Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
the date hereof the following further amendments shall be deemed to
have been made to the Original Assignment:-
(A) the expression "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Fantasia Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 12 (Governing Law) and Clause 13
(Jurisdiction) shall apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by ZENITH SHIPPING CORPORATION )
acting by )
)
in the presence of: )
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SIGNED and DELIVERED as a DEED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
21
THE FIFTH SCHEDULE
THIS DEED dated the day of 1999 made between:
(1) ZENITH SHIPPING CORPORATION ("THE ASSIGNOR"); and
(2) KREDITANSTALT FUR WIEDERAUFBAU ("THE ASSIGNEE")
IS SUPPLEMENTAL TO a deed of second assignment of Charter Earnings, Owner's
Requisition Compensation and Earnings of the Liberian flag cruise vessel m.v.
"ZENITH" dated 30 November 1995 as amended by a deed supplemental thereto dated
1 September 1998 ("THE ORIGINAL ASSIGNMENT").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed including the
Recitals;
B. By a deed of release and reassignment dated 1999
made between (1) the Assignee, (2) Blue Sapphire, (3) Xxxxx, (4) the
Assignor, (5) Fantasia and (6) CCI the Assignee has (inter alia)
released the Assignor from all further obligations under the Guarantee
dated 30 November 1995 ("THE RELEASED GUARANTEE") issued by the
Assignor in favour of the Assignee in respect of the obligations of
Fantasia under the Horizon Loan Agreement and has further agreed to
enter into this Supplemental Deed in order that the Original Assignment
shall cease to stand as security for the obligations of the Assignor
under the Released Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 31 October 1998 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the
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Fantasia Loans, interest accrued thereon and all other sums whatsoever
and howsoever that may hereafter be secured by the Released Guarantee
and any securities executed for the obligations of the Assignor under
the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
[the date hereof] the following further amendments shall be deemed to
have been made to the Original Assignment:-
(A) the definition "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Horizon Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 12 (Governing Law) shall apply mutatis
mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by ZENITH SHIPPING CORPORATION )
acting by )
)
in the presence of: )
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SIGNED and DELIVERED as a DEED )
by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
24
THE SIXTH SCHEDULE
THIS AGREEMENT dated the day of 1999 made between:
(1) ZENITH SHIPPING CORPORATION ("THE OWNER");
(2) CELEBRITY CRUISES INC. ("THE CHARTERER"); and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("THE MORTGAGEE")
IS SUPPLEMENTAL TO a second tripartite agreement in respect of the Liberian flag
cruise vessel m.v. "Zenith" dated 30 November 1995 as amended by an agreement
supplemental thereto dated 1 September 1998 (together "THE ORIGINAL AGREEMENT")
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall bear the
same meanings when used in this Supplemental Agreement including the
Recitals;
B. By a deed of release and reassignment dated 1999 between (1) the
Mortgagee, (2) Blue Sapphire, (3) Xxxxx, (4) the Owner, (5) Fantasia
and (6) CCI the Mortgagee has (inter alia) released the Owner from all
further obligations under the Guarantee dated 30 November 1995 ("THE
RELEASED GUARANTEE") issued by the Owner in favour of the Mortgagee in
respect of the obligations of Fantasia under the Horizon Loan Agreement
and has further agreed to enter into this Supplemental Agreement in
order that the Original Agreement shall cease to stand as security for
the obligations of the Owner under the Released Guarantee;
C. By a Supplement No. 1 of even date herewith to the Second Mortgage the
Owner and the Mortgagee have agreed that as and with effect from 31
October 1998 the Second Mortgagee shall cease to stand as security for
the Released Guarantee.
NOW it is hereby agreed by and between the parties hereto as follows:-
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1. As and with effect from 31 October 1998 the Original Agreement shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Fantasia Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
[the date hereof] the following further amendments shall be deemed to
have been made to the Original Agreement:-
(A) the definition "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Horizon Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 7 (Applicable Law and Jurisdiction) shall
apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Agreement has been executed by the parties
hereto on the day and year first before written.
SIGNED )
by ZENITH SHIPPING CORPORATION )
acting by )
)
in the presence of: )
26
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SIGNED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED )
by )
KREDITANSTALT FUR WIEDERAUFBAU )
acting by )
)
in the presence of: )
27
THE SEVENTH SCHEDULE
THIS AGREEMENT dated the day of 1999 made between:
(1) UNIVERSAL CRUISE HOLDINGS LIMITED a company incorporated under the laws
of the British Virgin Islands whose registered office is at present at
Xxxxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx ("UCH");
and
(2) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Xxxxxxxxxxxxxxxxxxx 0-0, X-00000 Xxxxxxxxx am Main ("KFW")
IS SUPPLEMENTAL TO a subordination agreement dated 31 March 1995 as amended by
agreements supplemental thereto dated 30 November 1995 and 1 September 1998
(together "THE ORIGINAL AGREEMENT") made between the same parties.
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall have the
same meanings when used in this Supplemental Agreement including the
Recitals;
B. By a deed of release and reassignment dated 1999 between
(1) KfW, (2) Blue Sapphire Marine Inc., (3) Xxxxx Marine Shipping Inc.
(4) Zenith Shipping Corporation ("ZENITH"), (5) Fantasia Cruising Inc.
("FANTASIA") and (6) Celebrity Cruises Inc. KfW has (inter alia)
released Zenith from all of its obligations to KfW under the guarantee
(the "Fantasia Guarantee") executed by Zenith in respect of the
obligations of Fantasia under the Horizon Loan Agreement.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows:-
1. As and with effect from 31 October 1998 all references in the Original
Agreement to "the Borrower's Cross Securities" shall be deemed to
exclude the Fantasia Guarantee referred to in Recital B to this
Supplemental Agreement and the expression "the KfW Facility Agreements"
shall be deemed to exclude the Horizon Loan Agreement.
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2. Save as amended hereby the Original Agreement shall remain unamended
and in full force and effect.
3. The provisions of Clause 8 (Law and Jurisdiction) shall apply to this
Supplemental Agreement mutatis mutandis.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written
SIGNED by )
)
for and on behalf of )
UNIVERSAL CRUISE HOLDINGS LIMITED )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of:- )
29
THE EIGHTH SCHEDULE
THIS DEED dated the day of 1999 and made between:-
(1) CRUISE MAR SHIPPING HOLDINGS LTD. as Guarantor; and
(2) KREDITANSTALT FUR WIEDERAUFBAU as Lender
IS SUPPLEMENTAL TO a deed of guarantee and indemnity dated 30 November 1995
("THE ORIGINAL GUARANTEE") made between the same parties.
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 All terms and expressions defined in the Original Guarantee shall have
the same meanings when used in this Supplemental Deed.
2. APPROVAL OF THE GUARANTOR
2.1 The Guarantor hereby gives its approval to the Lender and the Borrower
entering into the agreement supplemental to the Loan Agreement in the
form of the draft annexed hereto as Appendix "A" ("THE SUPPLEMENTAL
AGREEMENT").
3. AMENDMENTS TO THE ORIGINAL GUARANTEE
3.1 As and with effect from 31 October 1998 all references to "THE LOAN
AGREEMENT" shall be deemed to refer to the Loan Agreement referred to
in the Original Guarantee as amended by agreements supplemental thereto
dated 1 September 1998 and 1999;
3.2 Save as amended hereby, the Original Guarantee shall remain unchanged
and in full force and effect.
30
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4. GOVERNING LAW
4.1 The provisions of Clauses 18 and 19 of the Original Guarantee shall
apply to this Supplemental Deed mutatis mutandis.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
EXECUTED and DELIVERED )
as a Deed by )
CRUISE MAR SHIPPING )
HOLDINGS LTD. acting by )
)
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
31
THE NINTH SCHEDULE
This Agreement dated the day of 1999
BETWEEN:-
(1) FANTASIA CRUISING INC. a corporation incorporated under the laws of the
Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("FANTASIA");
(2) ZENITH SHIPPING CORPORATION a corporation incorporated under the laws
of the Republic of Liberia whose registered office is at 00 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx of Liberia ("ZENITH");
(3) BLUE SAPPHIRE MARINE INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("BLUE SAPPHIRE");
(4) XXXXX MARINE SHIPPING INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("XXXXX");
(5) CELEBRITY CRUISES INC. a corporation incorporated under the laws of the
Republic of Liberia whose principal place of business is at 00 Xxxx
Xxxxxxx, Xxxxxxx, Xxxxxx ("CCI"); and
(6) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Xxxxxxxxxxxxxxxxxxx 0-0, X-00000 Xxxxxxxxx am Main ("KFW").
IS SUPPLEMENTAL TO an agreement dated 30 November 1995 as amended by an
agreement supplemental thereto dated 1 September 1998 (together known as the
"ORIGINAL SURPLUS EARNINGS APPLICATION AGREEMENT") made between the same parties
and Seabrook Maritime Inc.
32
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WHEREAS:-
It has been agreed (inter alia) that KfW enter into an agreement supplemental to
the Original Surplus Earnings Application Agreement so as to release Fantasia
from being a party thereto and to delete therefrom the provisions relating to
the application of Sub Earnings or Net Sub Earnings of m.v. "HORIZON" referred
to in Recital G to the Original Agreement.
NOW IT IS HEREBY AGREED by and between the parties hereto as follows:-
1. As and with effect from 31 October 1998 ("THE EFFECTIVE DATE"), KfW
hereby releases Fantasia from any further obligations and liabilities
under the Original Surplus Earnings Application Agreement and Fantasia
shall cease to be a party to the Original Surplus Earnings Application
Agreement.
2. As and with effect from the Effective Date:-
(A) The definition of "VESSELS" in Recital F shall be amended by
deletion of the word "HORIZON";
(B) The definition of "FIRST MORTGAGE" shall be amended by
deletion of the words "(MEANS IN RESPECT OF "HORIZON") THE
FIRST PREFERRED MORTGAGE DATED 30 APRIL 1990 (AS AMENDED BY
SUPPLEMENT NO.'S 1 AND 2 THERETO DATED 1 MARCH 1993 AND 30
NOVEMBER 1995) GRANTED BY FANTASIA TO KFW";
(C) Clause 3.1(A) and Clause 3.2(A) shall each be deleted in full;
3. Save as amended hereby the Original Surplus Earnings Application
Agreement shall remain unchanged and in full force and effect.
4. Each of the Owners (other than Fantasia) and CCI hereby acknowledge
towards KfW that notwithstanding the said release of Fantasia they
shall remain bound by the Original Agreement (as amended and
supplemented by this Supplemental Agreement).
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5. The provisions of Clause 5 (Applicable Law and Jurisdiction) shall
apply to this Supplemental Agreement mutatis mutandis.
IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first before written
SIGNED by )
)
for and on behalf of )
FANTASIA CRUISING INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
ZENITH SHIPPING CORPORATION )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
XXXXX MARINE SHIPPING INC. )
in the presence of:- )
34
- 4 -
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
