Exhibit 4.1


 


EXECUTION
COPY


 


DATED 14 October 2005


 


SILJA OY AB


(as Borrower)


 


- and -


 


SILJA OY
AB, SILJA CRUISE AB, SALLY AB,


CROWN
CRUISE LINE INC. S.A. and SEAWIND LINE AB


(as Owners)


 


- and -


 


THE
VARIOUS LENDERS


(as lenders)


 


- and -


 


NORDEA BANK DANMARK A/S


(as Paying Agent)


 


- and -


 


NORDEA BANK FINLAND PLC


(as Security Agent)


 


- and -


 


HSH
NORDBANK AG


(as Documentation Agent)


 


- and -


 


NORDEA
BANK DANMARK A/S


(as Lead
Arranger)


 


- and -


 


HSH
NORDBANK AG


FORTIS
BANK S.A./N.V.


THE
GOVERNOR AND COMPANY


OF THE BANK OF SCOTLAND


(as Co-Arrangers)


 










 


FIRST
SUPPLEMENTAL AGREEMENT TO A €215,000,000 SECURED TERM LOAN AND


€126,000,000
REVOLVING CREDIT FACILITY AGREEMENT


DATED 5 NOVEMBER 2003


 










 


	
  

  	
  One, St Paul’s Churchyard

  
	
  London EC4M 8SH

  
	
  Telephone +44 (0)20 7329 4422

  
	
  Fax +44(0)20 7329 7100

  
	
  DX No. 64 Chancery Lane

  
	
  www.shiegal.com

  



 





















 


CONTENTS


 


	
  1

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Amendments to Loan Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Confirmation and Undertaking

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Communications, Law and
  Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  
	
   

  	
  The Banks

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  
	
   

  	
  The Co-Arrangers

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  
	
   

  	
  The
  Owners and the Vessels

  	
   

  



 





















 


SUPPLEMENTAL
AGREEMENT


 


Dated:  14 October 2005


 


BETWEEN:-


 


(1)           SILJA OY AB, a company incorporated according to the laws
of Finland with registered office at Keilaranta 9, F1-02150 Espoo, (“the Borrower”); and


 


(2)           the banks listed in Schedule 1, each
acting through its office at the address indicated against its name in Schedule 1
(together “the Banks” and each a “Bank”); and


 


(3)           NORDEA BANK DANMARK A/S, acting as paying agent through its office
at Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C,
Denmark (in that capacity “the Paying Agent”);
and


 


(4)           NORDEA BANK FINLAND plc, acting as security agent through its office
at Satamaradankatu 5, Helsinki, FIN-00020, Finland, (in that capacity “the Security Agent”); and


 


(5)           HSH NORDBANK AG, acting as documentation agent through its
office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Federal Republic of
Germany (in that capacity “the Documentation Agent”);
and


 


(6)           NORDEA BANK DANMARK A/S, acting as lead arranger through its office
at Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C,
Denmark (in that capacity “the Lead Arranger”);
and


 


(7)           the banks listed in Schedule 2, each
acting through its office at the address indicated against its name in Schedule 2
(together “the Co-Arrangers” and each a “Co-Arranger”); and


 


(8)           the companies listed in Schedule 3, each
of which is a company incorporated according to the laws of the country indicated
against its name in Schedule 3, with registered office at the address
indicted against its name in Schedule 3 (together “the Owners”
and each an “Owner”).


 





















 


SUPPLEMENTAL TO
a Secured Loan Facility Agreement dated 5 November 2003 (the “Loan Agreement”) made between the Borrower, the Banks, the
Paying Agent, the Security Agent, the Documentation Agent, the Lead Arrangers,
the Co-Arrangers and the Owners on the terms and subject to the conditions of
which each of the Banks agreed to advance to the Borrower its respective
Commitment of an aggregate amount of (i) a term loan not exceeding two
hundred and fifteen million euro (€215,000,000) and (ii) a revolving
credit facility not exceeding one hundred and twenty six million euro
(€126,000,000) in order to assist the Borrower in re-financing certain
indebtedness (the “Loan”).


 


WHEREAS:-


 


(A)          The Borrower’s Action Plan, defined below,
will involve: (1) the sale of its non-core vessels and will lead to a
reduction in the income level of the Borrower; and (2) reconstruction
costs.  The Borrower considers that the
Action Plan and in particular, points 1 and 2 above will necessitate amendment
of certain of the financial covenants set out in clause 12.3.11 of the Loan.
The Borrower has requested that the Loan be amended to accomplish this.


 


(B)           The Borrower, the Banks, the Paying Agent,
the Security Agent, the Documentation Agent, the Lead Arrangers, the
Co-Arrangers and the Owners have agreed to amend the Loan on the terms and
subject to the conditions contained in this Supplemental Agreement.


 


IT IS AGREED THAT:-


 


1              Interpretation


 


1.1           In this Supplemental Agreement:-


 


“Action Plan”
means the Borrower’s action plan as set out in a letter from the Borrower to
the Lead Arranger dated 24 August 2005;


 


“Effective Date”
means the date on which the Documentation Agent confirms to the Borrower that
all of the conditions referred to in clause 2.1 have been satisfied, which
confirmation the Documentation Agent shall be under no obligation to give if an
Event of Default or Potential Event of Default shall have occurred; and


 


2





















 


“Material Change” means any material change which, in the reasonable opinion of an
Instructing Group is likely to:


 


(a)           adversely affect the ability of the Borrower
to comply with its obligations under the Loan or Security Documents;


 


(b)           give rise to a breach of any of the financial
covenants set out in clause 12.3.11 of the Loan Agreement (as amended hereby);


 


(c)           adversely affect the business, assets or
financial condition of the Borrower as a whole; or


 


(d)           (where the context so admits) result in any
of the Security Documents not being legal, valid and binding on, and
enforceable substantially in accordance with its terms against any party to
that document.


 


1.2           All words and expressions defined in the Loan
Agreement shall have the same meaning when used in this Supplemental Agreement
unless the context otherwise requires, and clause 1.2 (Interpretation) of the
Loan Agreement shall apply to the interpretation of this Supplemental Agreement
as if it were set out in full.


 


2              Conditions


 


2.1           Before clause 4 of this Supplemental
Agreement shall take effect, the Borrower shall deliver or cause to be
delivered to or to the order of the Documentation Agent the following documents
and evidence:-


 


2.1.1        A certificate from a duly authorised officer
of each of the Security Parties confirming that none of the documents delivered
to the Documentation Agent pursuant to clauses 3.1.1 (Evidence of
Incorporation) and 3.1.3 (Officer’s Certificate) of the Loan Agreement have
been amended or modified in any way since the date of their delivery to the
Documentation Agent, or copies, certified by a duly authorised officer of the
Security Party in question as true, complete, accurate and neither amended nor
revoked, of any which have been amended or modified.


 


3





















 


2.1.2        A copy, certified by a director or the
secretary of the Security Party in question as true, complete and accurate and
neither amended nor revoked, of a resolution of the directors and (if required
for the purposes of any legal opinion required under clause 2.1.8) a resolution
of the shareholders of each Security Party (together, where appropriate, with
signed waivers of notice of any directors’ or shareholders’ meetings)
approving, and authorising or ratifying the execution of, this Supplemental
Agreement.


 


2.1.3        The power of attorney of each of the Security
Parties under which this Supplemental Agreement is to be executed by that
Security Party.


 


2.1.4        Evidence of payment to the Paying Agent of
such amendment fee as may have been agreed.


 


2.1.5        A deed of confirmation duly executed by the
Guarantor.


 


2.1.6        A deed of confirmation duly executed by the
Shareholder Guarantor.


 


2.1.7        A supplemental agreement to the Junior Loan
Agreement and a supplemental agreement to the Deed of Co-ordination and Subordination,
duly executed by the parties thereto together with such evidence of the signing
authority of the signatories thereto as the Documentation Agent may require.


 


2.1.8        Such legal opinions as the Documentation
Agent may require.


 


2.2           All documents and evidence delivered to the
Documentation Agent pursuant to this clause shall:-


 


2.2.1        be in form and substance acceptable to the
Documentation Agent;


 


2.2.2        be accompanied, if required by the
Documentation Agent, by translations into the English language, certified in a
manner acceptable to the Documentation Agent;


 


2.2.3        if required by the Documentation Agent, be
certified, notarised, legalised or attested in a manner acceptable to the
Documentation Agent.


 


4





















 


3              Representations and Warranties


 


Each of the representations and warranties contained in clause 4 of the
Loan Agreement shall be deemed repeated by the Borrower at the date of this
Supplemental Agreement and at the Effective Date, by reference to the facts and
circumstances then pertaining, as if references to the Security Documents
included this Supplemental Agreement.


 


4              Amendments to Loan Agreement


 


4.1           With effect from the Effective Date:-


 


4.1.1        the following shall be deleted from the third
line of clause 1.1.49 of Loan Agreement “and under the Junior Loan”;


 


4.1.2        clause 12.3.3 of the Loan Agreement shall be
deleted and replaced and with the following:


 


“Financial statements and reports The Borrower will supply to the Paying Agent,
without request;


 


12.2.3.1   the
consolidated annual financial statements of the Borrower for each financial
year of the Borrower ending during the Facility Period, containing (amongst
other things) the Borrower’s profit and loss account for, and balance sheet at
the end of, each such financial year, prepared in accordance with Finnish GAAP consistently
applied, and audited by a well known and reputable firm of chartered
accountants (or equivalent), in each case within one hundred and twenty days of
the end of the financial year to which they relate; and


 


12.3.3.2   the
unaudited consolidated quarterly financial statements of the Borrower for each
quarter ending during the Facility Period, as above, and a quarterly financial
report (including information about the results of the various routes), such
reports to contain detailed information regarding the progress of the Borrower
in the implementation of the Action Plan, within forty five days of the end of
the quarter to which they relate; and


 


5





















 


12.3.3.3   the Borrower will supply to the Banks a
detailed financial plan concerning the Action Plan by 31 October 2005, the
form and content of which is to be approved in writing by the Instructing Group
no later than 15 November 2005 or such later date as may be agreed by the
Banks.”;


 


4.1.3        a new clause 12.3.7.1 shall be inserted in
the Loan Agreement as follows:


 


“Charter Conditions: The Borrower, Silja Cruise AB and the Shareholder Guarantors shall
obtain the prior written consent of an Instructing Group in relation to any
proposed Material Change to the terms of the conditions contained in any
Bareboat Charter with any Affiliate.”;


 


4.1.4        a new clause 12.2.11 shall be inserted in the
Loan Agreement as follows:


 


“no repayments to shareholders any Shareholder Loans made available to the Borrower or any increases
in share capital of the Borrower may not be repaid (whether by way of repayment
of intercompany loan, dividend or otherwise howsoever) without the consent of
an Instructing Group.”;


 


4.1.5        the full stop at the end of clause 14.2.21 of
the Loan Agreement shall be deleted and replaced with “;or”; and


 


4.1.6        a new clause 14.2.22 shall be inserted in the
Loan Agreement as follows:


 


“approval of financial plan if the Instructing Group fail to approve the financial report referred
to in Clause 12.3.3.3 (or any modification thereof) by 30 November 2005.”


 


4.2           With effect from the Effective Date for the
period until 30 June 2007 (inclusive) only, (whereupon the provisions of
this Clause 4.2 will lapse)):-


 


4.2.1        the words “during the Facility Period” in
line 4 of clause 12.3.11 of the Loan Agreement shall be deleted and replaced
with “from the Effective Date until 30 June 2007”;


 


6





















 


4.2.2        the words “first Advance Date until 30 June 2004
and one hundred and ninety million euros (€190,000,000) thereafter” shall be
deleted from clause 12.3.11 (a) of the Loan Agreement and replaced with “Effective
Date until 30 June 2007”;


 


4.2.3        the words “first Advance Date until 30 June 2004
and thirty per centum (30%) thereafter” shall be deleted from clause 12.3.11(b) of
the Loan Agreement and replaced with “Effective Date until 30 June 2007”;


 


4.2.4        the words “(no more than twice during the
Facility Period)” shall be deleted from clause 12.3.11(c) of the Loan
Agreement and replaced with “(at any time for the period from the Effective
Date until 30 June 2007 provided always that any Shareholder Loans made
available by the Shareholder Guarantors to the Borrower are fully subordinated
in favour of the Banks on terms and conditions acceptable to an Instructing Group);”;


 


4.2.5        the words “during the first and second
quarters of each calendar year and five per centum (5%) per annum during the
third and fourth quarters of each calendar year” shall be deleted from clause
12.3.11(d) of the Loan Agreement and replaced with “for the period from
the Effective Date until 30 June 2007”;


 


4.2.6        the words “during the first and second
quarters of each calendar year and thirty million euros (€30,000,000) during
the third and fourth quarters of each calendar year” shall be deleted from
clause 12.3.11(e) of the Loan Agreement and replaced with “for the period
from the Effective Date until 30 June 2007”;


 


4.2.7        a new clause 12.3.11.1 shall be inserted in
the Loan Agreement as follows:


 


“In the case of each of clauses 12.3.11(a) and 12.3.11(b), the
definition of Net Book Value and Net Book Value ratio referred to therein shall
not include losses arising on the disposal of the vessels below, provided that,


 


7





















 


for the period from the Effective Date until 30 June 2007, the
amount of loss on the disposal of each vessel set out below does not exceed the
amount corresponding to each vessel in the table below;


 


	
  Vessel

  	
   

  	
  Amount (€)

  	
   

  
	
  WALRUS (registered in Panama)

  	
   

  	
  10,000,000

  	
   

  
	
  FINNJET (registered in Finland)

  	
   

  	
  15,000,000

  	
   

  
	
  SILJA OPERA (registered in Sweden)

  	
   

  	
  42,000,000

  	
   

  



 


4.2.8        a new clause 12.3.11.2 shall be inserted in
the Loan Agreement as follows:


 


“In the case of clause 12.3.11(c) above, the definition of EBITDA
used to calculate the Debt Service Coverage Ratio shall include all Shareholder
Loans for the period from the Effective Date until 30 June 2007.”;


 


5              Confirmation and Undertaking


 


5.1           In consideration of the agreements of the
Paying Agent, the Security Agent, the Documentation Agent, the Lead Arranger,
the Co-Arrangers, the Banks and the Agent contained in this Supplemental
Agreement, the Borrower and each of the Owners confirms that all of its
respective obligations under or pursuant to each of the Security Documents to
which it is a party remain in full force and effect, despite the amendments to
the Loan Agreement made in or pursuant to this Supplemental Agreement, as if
all references in any of the Security Documents to the Loan Agreement (however
described) were references to the Loan Agreement as amended and supplemented by
this Supplemental Agreement.


 


5.2           The definition of any term defined in any of
the Security Documents shall, to the extent necessary, be modified to reflect
the amendments to the Loan Agreement made in or pursuant to this Supplemental
Agreement.


 


6              Communications, Law and Jurisdiction


 


The provisions of clauses 18 (Communications) and 21 (Law and Jurisdiction)
of the Loan Agreement shall apply to this Supplemental Agreement as if they
were set out in


 


8





















 


full and as if references to the Loan Agreement were references to this
Supplemental Agreement.


 


7              Miscellaneous


 


Clauses 19.7 (Taxes), 20.2 (No oral variations) and 20.21 (Contracts
(Rights of Third Parties) Act 1999) of the Loan Agreement shall (mutatis
mutandis) apply to this Supplemental Agreement.


 


IN WITNESS of
which the parties to this Supplemental Agreement have executed this
Supplemental Agreement the day and year first before written.


 


9





















 


Schedule 1


 


The Banks


 


The Banks


 


Nordea
Bank Danmark A/S


Christiansbro


Strandgade
3


DK-1401


Copenhagen
K


Denmark


 


Fax:
+ 45 3333 5820/+ 45 3333 6690


FAO:
International Loan Services


 


 


Nordea
Bank Finland Plc


Satamaradankatu 5,


Helsinki


FIN-00020


Finland


 


Fax: + 358 753 6816


FAO:
Tellervo Koski / Taina Salo


 


 


HSH
Nordbank AG


Gerhart-Hauptmann-Platz
50


D-20095
Hamburg


Federal
Republic of Germany


 


Fax:
   +49
40 3333 34269


FAO:
 Stefan Noll/Martina Timm – Shipping
Department


 


 


Fortis
Bank S.A./N.V.


23
Camomile Street


London
EC3A 7PP


 


Fax:
+44 207 444 8889


FAO:
Paul Barnes / Raymond Ko


 


 


The
Governor and Company of the Bank of Scotland


11
Earl Grey Street


Edinburgh
EH3 9N


 


Fax:
+44 207 0129 457


FAO:
Iain Ross / Hilton Forster


 


10





















 


DVB
Bank AG, London Branch


80
Cheapside


London


EC2V
6EE


 


Fax:
+44 207 618 9652


FAO:
Alison Scoot – Loans Administration


 


11





















 


SCHEDULE 2


 


The Co-Arrangers


 


HSH
Nordbank AG


Gerhart-Hauptmann-Platz
50


D-20095
Hamburg


Federal
Republic of Germany


 


Fax:   +49 40 3333 34269


FAO:
 Stefan Noll/Martina Timm – Shipping
Department


 


Fortis
Bank S.A./N.V.


23
Camomile Street


London
EC3A 7PP


 


Fax:
   +44 207 444 8889


FAO:
 Paul Barnes / Raymond Ko


 


The
Governor and Company of the Bank of Scotland


11
Earl Grey Street


Edinburgh
EH3 9N


 


Fax:
   +44
207 0129 457


FAO:
 Iain Ross / Hilton Forster


 


12





















 


SCHEDULE 3


 


The Owners and the Vessels


 


	
  Name of

  	
   

  	
  Country of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Flag of

  
	
  Owner

  	
   

  	
  Incorporation

  	
   

  	
  Registered Office

  	
   

  	
  Name of Vessel

  	
   

  	
  Vessel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy Ab

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  FESTIVAL

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
  Fl-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy Ab

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  SYMPHONY

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
  Fl-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy Ab

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  SERENADE

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  	
   

  	
  F1-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Cruise AB

  	
   

  	
  Sweden

  	
   

  	
  Positionen
  8

  	
   

  	
  SILJA
  OPERA

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  	
   

  	
  115
  74 Stockholm

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sally
  AB

  	
   

  	
  Finland

  	
   

  	
  Torggatan
  14

  	
   

  	
  FINNJET

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  	
   

  	
  22100
  Mariehamn

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crown
  Cruise

  	
   

  	
   

  	
   

  	
  20th
  Floor

  	
   

  	
  WALRUS

  	
   

  	
  Panama

  
	
  Line

  	
   

  	
  Panama

  	
   

  	
  Banco
  Continental

  	
   

  	
   

  	
   

  	
   

  
	
  Incorporated

  	
   

  	
   

  	
   

  	
  Building

  	
   

  	
   

  	
   

  	
   

  
	
  S.A.

  	
   

  	
   

  	
   

  	
  PO
  Box 0816-01771

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Panama
  5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Republic
  of Panama

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seawind
  Line

  	
   

  	
  Sweden

  	
   

  	
  Positionen
  8

  	
   

  	
  STAR
  WIND

  	
   

  	
  Sweden

  
	
  AB

  	
   

  	
   

  	
   

  	
  115
  74 Stockholm

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
   

  



 


13





















 


	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of SILJA OY AB (as Borrower)

  	
   

  	
  )
  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of
  SILJA  OY AB (as an Owner)

  	
   

  	
  )
  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of SILJA CRUISE
  AB

  	
   

  	
  )
  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of SALLY AB

  	
   

  	
  ) /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of CROWN CRUISE
  LINE

  	
   

  	
  ) /s/Colin MacFarlane

  	
   

  	
   

  
	
  INCORPORATED S.A.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of SEAWIND LINE
  AB

  	
   

  	
  ) /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  DANMARK A/S

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  Lead Arranger)

  	
   

  	
  ) /s/Lars Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of HSH NORDBANK
  AG

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  a Co-Arranger)

  	
   

  	
  ) /s/Mark Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of FORTIS BANK
  S.A./N.V.

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  a Co-Arranger)

  	
   

  	
  ) /s/Mark Russell

  	
   

  	
   

  



 


14





















 


	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of THE GOVERNOR
  AND COMPANY

  	
   

  	
  )

  	
   

  	
   

  
	
  OF THE BANK OF SCOTLAND

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  Co-Arranger)

  	
   

  	
  )
  /s/Jon Feast

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK

  	
   

  	
  )

  	
   

  	
   

  
	
  DANMARK A/S (as a Bank)

  	
   

  	
  )
  /s/Lars Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
   

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
   

  	
   

  	
   

  
	
  of HSH NORDBANK
  AG (as a
  Bank)

  	
   

  	
  ) /s/Mark Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of FORTIS BANK S.A./N.V. (as a Bank)

  	
   

  	
  )
  /s/Mark Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of THE GOVERNOR
  AND COMPANY

  	
   

  	
  )

  	
   

  	
   

  
	
  OF THE BANK OF SCOTLAND

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  a Bank)

  	
   

  	
  )
  /s/Jon Feast

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of DVB BANK AG,
  LONDON BRANCH

  	
   

  	
  ) /s/Keith McRae

  	
   

  	
  /s/Cornelia
  Urban

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  DANMARK A/S

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  the Paying Agent)

  	
   

  	
  )
  /s/Lars Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  FINLAND PLC

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  the Security Agent)

  	
   

  	
  )
  /s/Lars Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  



 


15





















 


	
  SIGNED by

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
   

  	
  )

  	
   

  	
   

  
	
  of
  HSH NORDBANK AG

  	
   

  	
  )

  	
   

  	
   

  
	
  (as
  Documentation Agent)

  	
   

  	
  )
  /s/Mark Russell

  	
   

  	
   

  



 


16