0001193125-13-288200 Sample Contracts

Dated 21 June 2013
Credit Agreement • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation

THIS CREDIT AGREEMENT, is made by way of deed November 18, 2010 (as amended and restated pursuant to a supplemental deed dated June 21, 2013), among NCL CORPORATION LTD., a Bermuda company with its registered office as of the Effective Date at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), PRIDE OF HAWAII, LLC, a Delaware limited liability company with its registered office as of the Effective Date at Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America (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”), KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”), and each of HSBC BANK PLC and KFW IPEX-BANK GMBH, each in their capacity as joint lead arranger in respect of the credit facility provided for h

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Dated 21 June 2013
Supplemental Deed • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation

THIS CREDIT AGREEMENT, is made by way of deed April 20, 2004 (as amended and restated pursuant to a supplemental deed dated June 21, 2013), among NCL CORPORATION LTD., a Bermuda company with its registered office as of the Effective Date at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), PRIDE OF HAWAII, LLC, a Delaware limited liability company with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America (the “Borrower”), the Lenders party hereto from time to time, HSBC BANK PLC, as Facility Agent (in such capacity, the “Facility Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

THIRTEENTH SUPPLEMENTAL DEED TO (among other things) SECURED LOAN AGREEMENT dated 4 April 2003 (as previously amended and/or restated) for the US$ equivalent of €258,000,000 pre- and post redelivery finance for “PRIDE OF AMERICA”
Loan Agreement • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation

THIS CREDIT AGREEMENT, is made by way of deed April 4, 2003 (as amended and restated pursuant to a supplemental deed dated June 21, 2013), among NCL CORPORATION LTD., a Bermuda company with its registered office as of the Effective Date at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), PRIDE OF AMERICA SHIP HOLDING, LLC, a Delaware limited liability company with its registered office as of the Effective Date at Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America (the “Borrower”), the Lenders party hereto from time to time, HSBC BANK PLC, as Facility Agent (in such capacity, the “Facility Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

NINTH SUPPLEMENTAL DEED TO (among other things) SECURED LOAN AGREEMENT dated 20 April 2004 (as previously amended and/or restated) for up to USD334,050,000 pre- and post delivery finance for “NORWEGIAN JEWEL”
Ninth Supplemental Deed • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation

THIS CREDIT AGREEMENT, is made by way of deed April 20, 2004 (as amended and restated pursuant to a supplemental deed dated June 21, 2013), among NCL CORPORATION LTD., a Bermuda company with its registered office as of the Effective Date at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), NORWEGIAN JEWEL LIMITED, an Isle of Man company with its registered office as of the Effective Date at International House, Castle Hill, Victoria Road, Douglas, Isle of Man, British Isles (the “Borrower”), the Lenders party hereto from time to time, HSBC BANK PLC, as Facility Agent (in such capacity, the “Facility Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

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