REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NCL CORPORATION LTD.Registration Rights Agreement • February 24th, 2010 • NCL CORP Ltd. • Water transportation • New York
NCL Corporation Ltd., a Bermuda company (the “Issuer”), proposes to issue and sell to Deutsche Bank Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc. and UBS Securities LLC (each, an “Initial Purchaser” and together, the “Initial Purchasers”) $450,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due 2016 (the “Notes”) upon the terms set forth in the Purchase Agreement among the Issuer, the Guarantors (as defined below) and the Initial Purchasers, dated November 4, 2009 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. As of the date hereof, the Issuer’s obligations under the Notes will be guaranteed (the “Guarantees”) by each of the Issuer’s subsidiaries party to the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Securities” refer to the Notes and the Guarantees, collectively. To indu
ContractLoan Agreement • February 24th, 2010 • 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.
CREDIT AGREEMENT among NCL CORPORATION LTD. as Borrower, VARIOUS LENDERS and NORDEA BANK NORGE ASA, as Administrative Agent and Collateral Agent Dated as of October 28, 2009 NORDEA BANK NORGE ASA, DNB NOR BANK ASA and COMMERZBANK AKTIENGESELLSCHAFT as...Credit Agreement • February 24th, 2010 • NCL CORP Ltd. • Water transportation
THIS CREDIT AGREEMENT, dated as of October 28, 2009, among NCL CORPORATION LTD., a Bermuda company (the “Borrower”), the Lenders party hereto from time to time, and NORDEA BANK NORGE ASA, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 11 are used herein as therein defined.
ContractLoan Agreement • February 24th, 2010 • 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.
ContractSupplemental Agreement • February 24th, 2010 • 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 • February 24th, 2010 • 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.
ContractFifth Supplemental Deed • February 24th, 2010 • 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.
FIRST LIEN INTERCREDITOR AGREEMENT dated as of November 12, 2009 among NORDEA BANK NORGE ASA, as Administrative Agent and Collateral Agent, NORDEA BANK NORGE ASA, as Authorized Representative under the Credit Agreement, U.S. BANK NATIONAL ASSOCIATION,...First Lien Intercreditor Agreement • February 24th, 2010 • NCL CORP Ltd. • Water transportation • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of November 12, 2009, among NORDEA BANK NORGE ASA, as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), NORDEA BANK NORGE ASA, as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, and consented to by the Borrower, the Pledgor and
