SEVEN SEAS CRUISES S. DE R.L., as Issuer and CELTIC PACIFIC (UK) TWO LIMITED SUPPLYSTILL LIMITED REGENT SEVEN SEAS CRUISES UK LIMITED CELTIC PACIFIC (UK) LIMITED SSC (FRANCE) LLC MARINER, LLC as Subsidiary Guarantors 9.125% Second- Priority Senior...Supplemental Indenture • November 30th, 2011 • Mariner, LLC • New York
INDENTURE dated as of May 19, 2011 among SEVEN SEAS CRUISES S. DE R.L., a Panamanian sociedad de responsibilidad limitada (the “Issuer”), Celtic Pacific (UK) Two Limited, a company organized under the laws of the Bahamas (“Celtic II”), Supplystill Limited, a private limited company incorporated under the laws of England and Wales (“Supplystill”), Regent Seven Seas Cruises UK Limited, a private limited company incorporated under the laws of England and Wales (“Regent UK”), Celtic Pacific (UK) Limited, an English limited company (“Celtic I”), SSC (France) LLC, a Delaware limited liability company (“SSC”), and Mariner, LLC, a limited liability company organized and existing under the laws of the Republic of the Marshall Islands (“Mariner” and together with Celtic II, Supplystill, Regent UK, Celtic I, SSC, and Mariner, the “Subsidiary Guarantors”), Wilmington Trust FSB, as Trustee, and Wilmington Trust FSB, as Collateral Agent.
225,000,000 9.125% Senior Secured Notes due 2019 Seven Seas Cruises S. DE R.L. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2011 • Mariner, LLC • New York
FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssumption and Amendment Agreement • November 30th, 2011 • Mariner, LLC • New York
FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) dated as of November 10, 2010, among Prestige Cruise Holdings, Inc., a Panamanian sociedad anónima (“Holdings”); Seven Seas Cruises S. de R.L., a Panamanian sociedad de responsibilidad limitada (formerly known as Classic Cruises Holdings S. de R.L., “SSC”), Radisson Seven Seas (France) SNC, a French société en nom collectif (“Radisson France” or “Assignor”), Mariner, LLC, a Marshall Islands limited liability company (“Mariner, LLC” or “Assignee”), Celtic Pacific (UK) Two Limited, a company incorporated and existing under the laws of the Bahamas (“CP2”), Supplystill Limited, an English private limited company (“Supplystill”, and together with SSC, Mariner, LLC and CP2, the “Borrowers”), Regent Seven Seas Cruises UK Limited, an English private limited company (“RSSC”), Celtic Pacific (UK) Limited, an English private limited company (“CPUK”), SSC (France) LLC, a Delaware limited liability company (“SSC LL
FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (NAVIGATOR AND VOYAGER)Charter Agreement • November 30th, 2011 • Mariner, LLC • New York
FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) dated as of March 14, 2011, among Prestige Cruise Holdings, Inc., a Panamanian sociedad anónima (“Holdings”), Seven Seas Cruises S. de R.L., a Panamanian sociedad de responsibilidad limitada (formerly known as Classic Cruises Holdings S. de R.L., “SSC”), Celtic Pacific (UK) Two Limited, a company incorporated and existing under the laws of the Commonwealth of The Bahamas (“CP2”), Supplystill Limited, an English private limited company (“Supplystill”, and together with CP2, the “Assignors” and each an “Assignor”), Navigator Vessel Company, LLC, a Delaware limited liability company (“Navigator, LLC”), Voyager Vessel Company, LLC, a Delaware limited liability company (“Voyager, LLC”, and together with Navigator LLC, the “Assignees” and each an “Assignee”), Mariner, LLC, a Marshall Islands limited liability company (“Mariner, LLC” and together with SSC, Navigator, LLC and Voyager, LLC, the “Borrowers”), Re
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 30th, 2011 • Mariner, LLC • New York
INTERCREDITOR AGREEMENT dated as of May 19, 2011, among HSBC BANK PLC (“HSBC”), as collateral agent (the “First Lien Agent”) under the First Lien Credit Agreement (as defined below), including its successors and assigns from time to time; Wilmington Trust FSB (“Wilmington”), as collateral agent (the “Second Lien Agent”) under the Second Lien Indenture (as defined below), including its successors and assigns from time to time; SEVEN SEAS CRUISES S. DE. R.L. (formerly known as Classic Cruises Holdings S. DE R.L.), a Panamanian sociédad de responsibilidad limitada (including its successors and assigns from time to time under the First Lien Documents, “SSC”); MARINER, LLC (as assignee of RADISSON SEVEN SEAS (FRANCE), a French société en nom collectif), a Marshall Islands limited liability company (including its successors and assigns from time to time under the First Lien Documents, “Mariner”); CELTIC PACIFIC (UK) TWO LIMITED, a company organized and existing under the laws of the Bahamas
SECOND LIEN COLLATERAL AGREEMENT Dated and effective as of May 19, 2011, among MARINER, LLC, CELTIC PACIFIC (UK) TWO LIMITED and SUPPLYSTILL LIMITED, as Pledgors, and WILMINGTON TRUST FSB, as Collateral AgentSecond Lien Collateral Agreement • November 30th, 2011 • Mariner, LLC • New York
SECOND LIEN COLLATERAL AGREEMENT dated and effective as of May 19, 2011 (this “Agreement”), among MARINER, LLC, a Marshall Islands limited liability company (“Mariner”), CELTIC PACIFIC (UK) TWO LIMITED, a company incorporated and existing under the laws of the Bahamas (“CP2”), and SUPPLYSTILL LIMITED, an English private limited company (“Supplystill” and together with Mariner and CP2, the “Pledgors”) and Wilmington Trust FSB, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2011 • Mariner, LLC • New York
FIRST AMENDMENT, dated as of December 21, 2009 (this “Amendment”), to the Credit Agreement, dated as of January 31, 2008 (the “Credit Agreement”), among Prestige Cruise Holdings, Inc., a Panamanian corporation (“Holdings”); Seven Seas Cruises S. de R.L., a Panamanian sociédad de responsibilidad limitada (formerly known as Classic Cruises Holdings S. de R.L., “CCH”), Radisson Seven Seas (France), a French société en nom collectif (“Radisson France”), Celtic Pacific (UK) Two Limited, a company incorporated and existing under the laws of the Bahamas (“CP2”) and Supplystill Limited, an English private limited company (“Supplystill,” and together with CCH, Radisson France and CP2, the “Borrowers”), each other Subsidiary of CCH party thereto from time to time, the lenders party thereto from time to time (the “Lenders”), HSBC BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) and the other parties
LIMITED LIABILITY COMPANY AGREEMENT OF SSC (France) LLCLimited Liability Company Agreement • November 30th, 2011 • Mariner, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) of SSC (France) LLC (the Company), dated and effective as of the 16th day of January, 2008, by Carlson European Ship Investments LLC, a Delaware limited liability company, as member (the Member, and together with any other persons as may be added as members pursuant to the terms of this Agreement, the Members), shall be binding upon the Member and upon such other individuals and members as may be added pursuant to the terms of this Agreement.
CREDIT AGREEMENT dated as of January 31, 2008, among PRESTIGE CRUISE HOLDINGS, INC., as Guarantor, CLASSIC CRUISES HOLDINGS S. DE R.L., RADISSON SEVEN SEAS (FRANCE), CELTIC PACIFIC (UK) TWO LIMITED and SUPPLYSTILL LIMITED, as Borrowers, THE OTHER...Credit Agreement • November 30th, 2011 • Mariner, LLC • New York
CREDIT AGREEMENT dated as of January 31, 2008 (this “Agreement”), among PRESTIGE CRUISE HOLDINGS, INC., a Panamanian corporation (formerly known as Oceania Cruise Holdings, Inc., “Holdings”), CLASSIC CRUISES HOLDINGS S. DE R.L., a Panamanian sociedad de responsibilidad limitada (“CCH”), RADISSON SEVEN SEAS (FRANCE), a French société en nom collectif (“Radisson France”), CELTIC PACIFIC (UK) TWO LIMITED, a company incorporated and existing under the laws of the Bahamas (“CP2”), and SUPPLYSTILL LIMITED, an English private limited company (“Supplystill,” and together with Radisson France and CP2, the “Subsidiary Borrowers;” the Subsidiary Borrowers together with CCH, the “Borrowers”), each other subsidiary of CCH party hereto from time to time, the LENDERS party hereto from time to time, HSBC BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), CALYON, as syndication agent (in such capacity, the
LIMITED LIABILITY COMPANY AGREEMENT OF MARINER, LLCLimited Liability Company Agreement • November 30th, 2011 • Mariner, LLC • Marshall Islands
This limited liability company agreement (this “Agreement”) of Mariner, LLC, a Marshall Islands limited liability company (the “Company”), is entered into by Seven Seas Cruises S. DE R.L., a sociedad de responsabilidad limitada organized under the laws of the Republic of Panama (the “Member”), dated as of October 26, 2010.
