SCHEDULE 5.07
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Notices, Acknowledgments and Consents SCHEDULE 5.10
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Initial Borrowing
Date Opinions SCHEDULE 6.10
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Material Litigation SCHEDULE 7.05
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Delivery
Date Opinions SCHEDULE 8.03
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Existing Agreements SCHEDULE 8.12
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Capitalization SCHEDULE 8.13
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Subsidiaries SCHEDULE 8.19
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Vessel SCHEDULE
8.21
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Approved Classification Societies SCHEDULE 9.03
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Required Insurances
(v)
SCHEDULE 10.01
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Existing Liens SCHEDULE 14.03A
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Credit Party Addresses
SCHEDULE 14.03B
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Lender Addresses
EXHIBIT A
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Form of
Notice of Borrowing EXHIBIT B-1
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Form of BankAssure Report EXHIBIT B-2
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Form of Insurance Broker Certificate EXHIBIT C
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Form of Interaction Agreement
EXHIBIT D
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Form of Secretary's Certificate EXHIBIT E
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Form of Transfer
Certificate EXHIBIT F
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Form of Bermuda Share Charge EXHIBIT G
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Form of
Assignment of Earnings EXHIBIT H
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Form of Assignment of Insurances EXHIBIT I
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Form of Deed of Covenants EXHIBIT J
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Form of Assignment of Contracts
EXHIBIT K
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Form of Solvency Certificate EXHIBIT L
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Form of Assignment
Agreement EXHIBIT M
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Form of Compliance Certificate EXHIBIT N
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Form of
Intercreditor Agreement EXHIBIT O
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Form of Assignment of Management
Agreements EXHIBIT P
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Form of Security Trust Deed EXHIBIT Q
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Form of
Assignment of KfW Refund Guarantees
(vi)
THIS CREDIT AGREEMENT, is made by way of deed November 18, 2010, as amended
pursuant to the First Amendment Agreement, as further amended pursuant to the
Side Letter and as further amended and restated pursuant to the Second Amendment
Agreement, among NCL CORPORATION LTD., a Bermuda company with its registered
office as of the date hereof at Park Place, 55 Par La Ville Road, Third Floor,
Hamilton HM11, Bermuda (the "Parent"), BREAKAWAY ONE, LTD., a Bermuda company
with its registered office as of the date hereof at Park Place, 55 Par La Ville
Road, Third Floor, Hamilton HM11, Bermuda (the "Borrower"), the Lenders party
hereto from time to time, KFW IPEX-BANK GMBH, as Facility Agent (in such
capacity, the "Facility Agent"), as Collateral Agent under the Security
Documents (in such capacity, the "Collateral Agent") and as CIRR Agent (in such
capacity, the "CIRR Agent"), NORDEA BANK ABP, FILIAL I NORGE (formerly NORDEA
BANK NORGE ASA), as Documentation Agent (in such capacity, the "Documentation
Agent"), COMMERZBANK AKTIENGESELLSCHAFT, as Hermes Agent (in such capacity, the
"Hermes Agent"), and each of COMMERZBANK AG, NEW YORK BRANCH (formerly DEUTSCHE
SCHIFFSBANK AKTIENGESELLSCHAFT), DNB BANK ASA (formerly DNB NOR BANK ASA), HSBC
BANK PLC, KFW IPEX-BANK GMBH and NORDEA BANK ABP, FILIAL I NORGE (formerly
NORDEA BANK NORGE ASA), each in their capacity as joint lead arranger in respect
of the credit facility provided for herein (together, the "Joint Lead
Arrangers"). All capitalized terms used herein and defined in Section 1 are used
herein as therein defined.
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders make available to the
Borrower a multi-draw term loan credit facility in an aggregate principal amount
of €529,846,154 pursuant to which