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 and the Second Amendment Agreement, as
further amended pursuant to the Side Letter, and as further amended and restated
pursuant to the Third 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
TWO, 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