CREDIT AGREEMENT among NCL CORPORATION LTD., as Parent, NORWEGIAN JEWEL LIMITED, as Borrower, VARIOUS LENDERS, KFW IPEX-BANK GMBH, as Facility Agent and Collateral Agent, NORDEA BANK NORGE ASA, as Documentation Agent, and COMMERZBANK...Credit Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation • England
THIS CREDIT AGREEMENT, is made by way of deed November 18, 2010, among NCL CORPORATION LTD., a Bermuda company with its registered office as of the date hereof at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the “Parent”), NORWEGIAN JEWEL LIMITED, an Isle of Man company with its registered office as of the date hereof at International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB, British Isles (the “Borrower”), the Lenders party hereto from time to time, KFW IPEX-BANK GMBH, as Facility Agent (in such capacity, the “Facility Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”), NORDEA BANK NORGE ASA, as Documentation Agent (in such capacity, the “Documentation Agent”), COMMERZBANK AKTIENGESELLSCHAFT, as Hermes Agent (in such capacity, the “Hermes Agent”), and each of DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT, DNB NOR BANK ASA, HSBC BANK PLC, KFW IPEX-BANK GMBH and NORDEA BANK NORGE ASA, each in their capa
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.
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.
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.
ContractSecured Loan 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.
ContractSecured Loan 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.
DATED 19 OCTOBER 2009 PRIDE OF HAWAII, INC. (as borrower) NCL CORPORATION LTD. (as guarantor) NCL (BAHAMAS) LTD. (as bareboat charterer) NCL AMERICA HOLDINGS, INC. (as shareholder) THE SEVERAL BANKS (particulars of which are set out in Schedule 1) (as...Secured Loan Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation
ContractSecured Loan 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.
DATED 22 JULY 2010 NCL CORPORATION LTD. (as borrower) NORWEGIAN PEARL, LTD. NORWEGIAN GEM, LTD. (as guarantors) THE SEVERAL BANKS (particulars of which are set out in Schedule 1) (as lenders) DnB NOR BANK ASA (as agent) DnB NOR BANK ASA (as security...Revolving Loan Facility Agreement • June 9th, 2011 • NCL CORP Ltd. • Water transportation
DATED 18 NOVEMBER 2010 PRIDE OF HAWAII, LLC (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
banks (the “New Term Loans Lenders”), the facility agent for which is KfW IPEX-Bank GmbH, of loans which, when aggregated with the loans to be similarly borrowed by Norwegian Jewel Limited (“NJL”), will amount to the lesser of (x) the sum of (I) 10% of the initial construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by the Borrower and NJL 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 USD130,194,139.00 unless the Dollar cap of USD224,770,000 is so increased, to finance in part the acquisition of the New Vessels by two
