NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")
NCL CORPORATION LTD a company incorporated under the laws of Bermuda and having its registered office at Park Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx XX00, Xxxxxxx as guarantor (the Parent);
NCL CORPORATION LTD being a company validly existing under the laws of Bermuda with its registered office at Cumberland House, 9th Floor, 0 Xxxxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda as guarantor (the “Guarantor”);
NCL CORPORATION LTD of Mxxxxx Xxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda as guarantor (the “Guarantor”);
NCL CORPORATION LTD a company incorporated in Bermuda having its registered office at Xxxxxxxxxx Xxxxx, 0xx Xxxxx, 1 Victoria Street, Xxxxxxxx HM11, Bermuda (“NCLC”). NOW IT IS HEREBY AGREED as follows:
NCL CORPORATION LTD of Cumberland House, 9th Floor, 0 Xxxxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda as borrower (the “Borrower”);
NCL CORPORATION LTD a Bermuda company with its registered office at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the “Parent” and together with the Company, the “Credit Parties”);
NCL CORPORATION LTD. (AS GUARANTOR)
NCL CORPORATION LTD. This 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 January 24, 2013, by Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Principal Member) and the members of the Company as set forth on the Member Schedule (collectively the “Members” and each a “Member”).
NCL CORPORATION LTD. Attorney-in-fact as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SECURITY TRUSTEE SIGNED by ) /s/ Kxxx Xxxxxxxxxxx for and on behalf of ) Kxxx Xxxxxxxxxxx CRÉDIT AGRICOLE CORPORATE ) Attorney-in-fact AND INVESTMENT BANK ) as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SCHEDULE 1 FORM OF COMPLIANCE CERTIFICATE To: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9 Xxxx xx Xxxxxxxxx Xxxx Xxxxxx 92920 Paris La Défense Cedex France Attn: [l] Dear Sirs Loan Agreement dated 31 July 2013 (as amended and restated on [l] and as otherwise amended from time to time, the "Loan Agreement") made between (1) Explorer New Build, LLC (the "Borrower"), (2) the banks and financial institutions named at schedule 1 therein as lenders, (3) Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc and KFW IPEX Bank Gmbh as Joint Mandated Lead Arrangers, (4) Crédit Agricole Corporate and Investment Bank as Agent and SACE Agent and (5) Crédit Agricole Corporate and Investment Bank as Security Trustee for a loan facility of up to the aggregate of the Dollar Equivalent of EUR299,866,962 and Guarantee dated ________________ 2014 (the "Guarantee") made between (1) us as guarantor and (2) Crédit Agricole Corporate and Investment Bank as Security Trustee We refer to the Loan Agreement and the Guarantee. Terms defined in the Loan Agreement and the Guarantee have their defined meanings when used in this Compliance Certificate. We also refer to the financial covenants set out in Clause 11.15 of the Guarantee. We certify that in relation to such covenants and by reference to the latest accounts provided under Clause 11.3[(a)/(d)] of the Guarantee:
