EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Closing Date (as defined below) by and between Prestige Cruise Holdings, a company organized under the laws of the Republic of Panama (the “Company”), and Kunal S. Kamlani (the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014, among NCL CORPORATION LTD., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent DNB BANK ASA, NORDEA BANK FINLAND PLC,...Credit Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Borrower”), the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
NCL CORPORATION LTD.Guarantee • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation
ContractAmendment and Restatement Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings 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.
ContractGuarantee • February 27th, 2015 • Norwegian Cruise Line Holdings 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.
ContractShipbuilding Contract • February 27th, 2015 • Norwegian Cruise Line Holdings 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.
TERM B INCREMENTAL ASSUMPTION AGREEMENTTerm B Incremental Assumption Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
TERM B INCREMENTAL ASSUMPTION AGREEMENT, dated as of November 19, 2014 (this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., as the Term B Lender (the “Term B Lender”), NCL CORPORATION LTD., a Bermuda company (the “Company”) and Voyager Vessel Company, LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the company, the “Borrowers”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
Re: Executive Employment AgreementExecutive Employment Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation
As you are aware, Norwegian Cruise Line Holdings Ltd. (“Norwegian”) is negotiating the terms of an Agreement and Plan of Merger, to be dated on or about the date hereof, by and among Norwegian, Portland Merger Sub, Inc., a wholly-owned, indirect subsidiary of Norwegian (“Merger Sub”), Prestige Cruises International, Inc. (“PCI”) and certain other parties thereto, pursuant to which Merger Sub would merge with and into PCI, with PCI continuing as the surviving entity (the “Company”) following the merger as an indirect wholly-owned subsidiary of Norwegian (the “Merger”).
SECOND AMENDED AND RESTATED UNITED STATES TAX AGREEMENT forUnited States Tax Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Delaware
This SECOND AMENDED AND RESTATED UNITED STATES TAX AGREEMENT (this “Agreement”) of NCL Corporation Ltd., a company organized under the laws of Bermuda (the “Company”), is made effective as of November 12, 2014, by Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Principal Member” or “NCLH”) and the members of the Company as set forth on the Member Schedule (collectively the “Members” and each a “Member”).
Form of] Management Exchange AgreementManagement Exchange Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation
You currently hold equity units in NCL Corporation Ltd. (“NCLC”) that represent a capital interest in NCLC (the “NCLC Units”). Each of your vested NCLC Units may currently be exchanged for one ordinary share of Norwegian Cruise Line Holdings Ltd. (“NCLH”), subject to the terms of the Exchange Agreement for NCLC (as amended, the “Exchange Agreement”).
