EX-4.45 Side Letter Agreement



 





Exhibit 4.45



[Confidential Treatment]



PRIVATE AND CONFIDENTIAL




F3 One, Ltd. (“FOL”) and F3 Two, Ltd. (“FTL”),

Milner House,

18, Parliament Street

HAMILTON HM12

BERMUDA




Dated as of 7th September 2006



Dear Sirs,



We refer to the memorandum of meeting dated 12 July 2006 (a copy of which is attached as Appendix
A) and to the following Shipbuilding Contracts (the “Contracts” and each a “Contract”): the
Contract for the construction of a 2100 cabins passenger cruise ship with Hull Number C33 signed
earlier today between the Builder and FOL; and the Contract for the construction of a 2100 cabins
passenger cruise ship with Hull Number D33 signed earlier today between the Builder and FTL (FOL
and FTL being hereafter referred to as the “Buyers”).



Terms used in this letter shall bear the same meanings as in the Contracts.



We hereby confirm the agreement made between the Builder and each Buyer in relation to the
following matters.



1. Makers’ List



The Buyers have informed the Builder that each of the Parts and categories of Parts referred
to in Appendix B are “Key Parts” for the purposes of the agreement defined in paragraph 4 below.



The Builder’s appointment of suppliers for Key Parts shall be regulated by the applicable
provisions of each Contract and by the following overriding rules.



The Builder shall obtain the best and final offer for the supply of each Key Part from its
preferred supplier.



Before appointing any such supplier, the Builder will notify the Buyers’ Supervisors of the name of
the proposed supplier and provide the Supervisors with full details of the offered supply terms
including pricing, terms relating to spares, warranties and other pre / post delivery support
matters, and technical specifications.



The Buyers shall then be entitled to seek offers for the supply of the relevant Key Part from one
or more of their preferred suppliers.



If any offer from a preferred supplier of the Buyers beats the offer notified by the Builder’s
preferred supplier by [**] [Confidential Treatment]% or more, the Buyers may require the Builder to appoint the Buyers’
preferred supplier.




 









 




If the Buyers require the Builder to order a Key Part from a supplier other than the supplier
preferred by the Builder then: (following the procedures laid down in Article 1, Clause 5.8 and
Article 3, Clause 1 of each Contract) the differential if any between the price offered by the
Buyers’ preferred supplier and the Builder’s preferred supplier shall be added to or (as the case
may be) subtracted from the Contract Price in accordance with the provisions of Article 3, Clause 1
of each Contract; and any other differences between the supply conditions offered by the supplier
preferred by the Buyers and the conditions offered by the supplier preferred by the Builder shall
be accepted and borne by the Buyers.



If the Buyers do not agree to pay the cost differential referred to above then, subject to the
other applicable provisions of the Contracts, the Builder may appoint its preferred supplier rather
than the relevant preferred supplier of the Buyers.



Notwithstanding any provisions to the contrary in the Contracts, the Builder agrees that after a
supplier of a Key Part has been selected and an order has been placed for the Part, the Buyers may
communicate directly with the relevant supplier in order to negotiate a life cycle maintenance
arrangements.



The parties further agree that they shall work closely together in good faith and respectively use
all reasonable commercial efforts: (i) to develop and implement a joint strategy in regard to
makers and suppliers, the main objectives of which strategy shall be to optimise the supply and
warranty terms for the relevant Parts and to minimise the supply costs; and (ii) without prejudice
to the generality of (i), to obtain extended warranties for the engines, motors and other
components of the propulsion system of each Ship without any increase in the Contract Price.



2. Lump Sums



The following lump sums are included in the base Contract Price for each Ship (excluding the
allowance for Buyer’s Supplies) and, save where specified to the contrary below, all installation
and other Works to be carried out by the Builder in relation to the Parts, studies and other
services referred to below are included in the Contract Price for each Ship.



[**] [Confidential Treatment] for sound and light equipment, as described in the
Specification.



[**] [Confidential Treatment] for galleys and pantries, as described in the Specification,
being the agreed budget price (i) for the necessary equipment and related studies provided by
galleys and pantries integrator ([**] [Confidential Treatment] or equivalent) and (ii) including workshop tests,
packing, documentation and certificates. Installation costs and all other costs are responsibility
of the Builder. However, juice dispensers, coffee machines and detergent or chemical systems for
sinks and washing machines (including those in accommodation) are not included in this budget price
and shall be provided by the Buyer as “Buyer’s Supplies” galley equipment.




[**] [Confidential Treatment] for the supply and installation of special water features,
including auxiliaries, to be installed on the pool deck aqua park, as described in the
Specification.





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[**] [Confidential Treatment] for the availability assessment studies as described in
the Specification.



[**] [Confidential Treatment] for studies to be carried out to develop potential energy
savings in the cabin areas.



[**] [Confidential Treatment] for the complement to operating manual, as described in
the Specification.



If the aggregate total cost to the Builder of purchasing the above Parts, studies or services from
the selected makers and suppliers on a DDP Saint-Nazaire basis is higher than the relevant lump sum
budget referred to above, the relevant Buyer’s obligation will be limited to payment of the actual
incremental increased cost in excess of the lump sum budget without any handling charges or other
mark-ups on the part of the Builder provided that if the Builder is required to carry out any
additional Works in connection with installation of any of the Parts referred to above, the
increased cost of such additional Works shall be determined pursuant to Article 3, Clause 1 of the
applicable Contract.



If the aggregate total cost to the Builder of purchasing the above Parts, studies or services from
the selected makers and suppliers on a DDP Saint-Nazaire basis is lower than the relevant lump sum
budget referred to above, the difference shall be credited to the relevant Buyer.



3. Other Matters



Under each Contract the Builder has incorporated into the inside
cabin areas a net increase of
[**] [Confidential Treatment] inside cabins of a new design of between [**] [Confidential Treatment] square metres for single or double occupancy
but without increasing the overall cabin capacity of 2,100 under each Contract.



By [**] [Confidential Treatment] the Builder will develop, to the satisfaction of the Buyers, small common
areas for [**] [Confidential Treatment] of these new inside cabins without any increase in the Contract Price or any
other additional charges to the Buyers under each Contract.



By [**] [Confidential Treatment] the Builder will also propose
solutions satisfactory to the Buyers to increase
the [**] [Confidential Treatment] of the balconies on [**]
[Confidential Treatment] and [**] [Confidential Treatment] and to deliver the [**] [Confidential Treatment] cabins in other parts
of the Ships referred to in the Specification for each Ship.



[**] [Confidential Treatment]



[**] [Confidential Treatment]




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[**] [Confidential Treatment]



The parties intend that both Contracts shall become effective at the same moment, and they have
agreed that neither Contract shall become effective unless the other Contract also becomes
effective.



4. Effect of this Letter Agreement



The legally binding agreement constituted by the countersignatures below on behalf of each
Buyer shall take effect as an integral part of each Contract, and all of the terms and conditions
of Contracts (including, without limitation, those relating to confidentiality, governing law and
jurisdiction) shall therefore apply between the parties with respect to the matters set out above
as if such terms and conditions were fully set out herein.



Could each of FOL and FTL please confirm their agreement to the matters set out above by
countersigning in the spaces provided below.




Yours faithfully,

Signed by




	 	 	 
	Name:
Hardelay

	 	Name: Signature Illegible
	Title:
General Manager

	 	Title: SUP
	 
	 	 
	Aker
Yards S.A. Hardelay
	 	Signature Illegible 
	 
	 	 
	Agreed as of 7th September 2006:
	 	 
	 
	 	 
	F3 One, Ltd.

	 	F3 Two, Ltd.
	 
	 	 
	/s/ Colin Veitch

	 	/s/ Colin Veitch
	Name:
Colin Veitch

	 	Name: Colin Veitch
	Title:

	 	Title:






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Appendix a



[**] [Confidential Treatment]






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Appendix b




Key Parts




[**] [Confidential Treatment]






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[**]
[Confidential Treatment]


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