INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2020 • Norwegian Cruise Line Holdings Ltd. • Water transportation
This Indemnification Agreement (“Agreement”) is made as of [ ], 2020 by and between Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
7.750% SENIOR NOTES DUE 2029Indenture • February 22nd, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
CREDIT AGREEMENT dated as of May 24, 2013, among NCL CORPORATION LTD., as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent, DNB BANK ASA, NORDEA BANK FINLAND PLC., NEW YORK...Credit Agreement • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CREDIT AGREEMENT dated as of May 24, 2013 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Borrower”), the LENDERS party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), DNB BANK ASA and NORDEA BANK FINLAND PLC., NEW YORK BRANCH as co-syndication agents (in such capacity, the “Co-Syndication Agents”), DEUTSCHE BANK SECURITIES INC., DNB BANK ASA, NORDEA BANK FINLAND PLC., NEW YORK BRANCH, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, HSBC BANK PLC, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) and KFW IPEX-BANK GMBH, as joint bookrunners (in such capacity, the “Joint Bookrunners”), BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, UBS SECURITIES LLC, HSBC BANK PLC, SKANDINAVISKA ENSKI
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of June, 2023, by and between NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”), and Patrik Dahlgren (the “Executive”).
ContractSupplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2013, and is effective as of April 1, 2013, by and between NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”), and Kevin Sheehan (the “Executive”).
ContractLoan Agreement • February 27th, 2019 • Norwegian Cruise Line Holdings Ltd. • Water transportation
[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
FORM OF NORWEGIAN CRUISE LINE HOLDINGS LTD. AMENDED AND RESTATED 2013 PERFORMANCE INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_____________] by and between Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), and [Name] (the “Participant”).
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Dated 15 June 2023 BREAKAWAY ONE, LTD. (as Borrower) NCL...Credit Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
AMENDMENT TO TERM LOAN FACILITYSupplemental Agreement • March 1st, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
and (iii) payment to SACE of the Dollar Equivalent of 100% of the second instalment of the SACE Premium payable on the original Drawdown Date.
NCL CORPORATION LTD., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent and Registrar and JPMORGAN CHASE BANK, N.A., as Security Agent INDENTURE Dated as of February 2, 2023 8.375% SENIOR...Indenture • February 2nd, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]
ContractCredit Agreement • October 19th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
NCL FINANCE, LTD., as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, INDENTURE Dated as of March 3, 2021 6.125% SENIOR NOTES DUE 2028Indenture • March 3rd, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]
Dated 21 June 2013Credit Agreement • July 11th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation
THIS CREDIT AGREEMENT, is made by way of deed April 20, 2004 (as amended and restated pursuant to a supplemental deed dated June 21, 2013), among NCL CORPORATION LTD., a Bermuda company with its registered office as of the Effective Date at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Parent”), PRIDE OF HAWAII, LLC, a Delaware limited liability company with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America (the “Borrower”), the Lenders party hereto from time to time, HSBC BANK PLC, as Facility Agent (in such capacity, the “Facility Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AMENDMENT TO THE TERM LOAN FACILITYAmendment Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
parties thereto agreed to, amongst other things, the deferral of repayments of principal under the Original Facility Agreement (as amended by the 2020 Amendment Agreement).
NORWEGIAN CRUISE LINE HOLDINGS LTD. 19,500,000 Ordinary Shares (par value $0.001 per Ordinary Share) Underwriting AgreementUnderwriting Agreement • March 1st, 2018 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
The entities identified as Selling Stockholders in Schedule C attached hereto (each, a “Selling Stockholder”), as shareholders of Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), propose, severally and not jointly, to sell you, as underwriter (“Underwriter”), an aggregate of 19,500,000 ordinary shares (the “Shares”), par value $0.001 per share (the “Ordinary Shares”), of Holdings. The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule C attached hereto. The Shares are described in the Prospectus which is referred to below.
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Credit Agreement • February 4th, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CREDIT AGREEMENT dated as of January 10, 2019 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL”, the “Company” or the “Borrower”), the LENDERS party hereto from time to time, and NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Dated 15 June 2023 BREAKAWAY FOUR, LTD. (as Borrower)NCL...Supplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014, among NCL CORPORATION LTD., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent DNB BANK ASA, NORDEA BANK FINLAND PLC,...Intercreditor Agreement • February 27th, 2015 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2014 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL” or the “Borrower”), the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
FOURTH SUPPLEMENTAL AGREEMENTRELATING TO THE SECURED CREDIT AGREEMENT DATED 12 OCTOBER 2012 AS AMENDED ON 25 JULY 2014 AND AMENDED AND RESTATED ON 21 APRIL 2020, 18 FEBRUARY 2021 AND 23 DECEMBER 2021 FOR THE DOLLAR EQUIVALENT OF UP TO €590,478,870...Fourth Supplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
47,577,947 Ordinary Shares (par value $0.001 per Ordinary Share) Underwriting AgreementUnderwriting Agreement • March 9th, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
AMENDMENT TO TERM LOAN FACILITYSupplemental Agreement • December 19th, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDSecond Supplemental Agreement • February 23rd, 2021 • Norwegian Cruise Line Holdings Ltd. • Water transportation • London
THIS CREDIT AGREEMENT, is made by way of deed October 12, 2012, as amended on July 25, 2014 pursuant to the Amendment Letter, amended and restated pursuant to the First Supplemental Agreement and as further amended and restated pursuant to the Second Supplemental 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 THREE, 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”), KFW IPEX-BANK GmbH, as a Lender (in such capacity, together with each of the other Persons that may become a “Lender” in accordance with Section 13, each of them individually a “Lender” and, collectively, the “Lenders”), KFW IPEX-BANK GMBH, as Facility Agent (in such capacity, the “Facility Agent”), as Collateral Agent under the Security Documents (in such c
ContractSace Facility Agreement • April 8th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT TO THE TERM LOAN FACILITY O CLASS PLUS TWO, LLCSupplemental Agreement • December 19th, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
AMENDMENT TO THE TERM LOAN FACILITYSupplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein).
ContractNorwegian Cruise Line Holdings Ltd. • February 28th, 2024 • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
THIRD SUPPLEMENTAL AGREEMENT RELATING TO THE SECURED CREDIT AGREEMENT DATED 12 OCTOBER 2012 AS AMENDED ON 25 JULY 2014 AND AMENDED AND RESTATED ON 21 APRIL 2020 AND 18 FEBRUARY 2021 FOR THE DOLLAR EQUIVALENT OF UP TO €590,478,870 PRE AND POST DELIVERY...Third Supplemental Agreement • March 1st, 2022 • Norwegian Cruise Line Holdings Ltd. • Water transportation
THIS CREDIT AGREEMENT, is made by way of deed October 12, 2012, as amended on July 25, 2014 pursuant to the Amendment Letter, amended and restated pursuant to the First Supplemental Agreement, the Second Supplemental Agreement and as further amended and restated pursuant to the Third Supplemental 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 THREE, 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”), KFW IPEX-BANK GmbH, as a Lender (in such capacity, together with each of the other Persons that may become a “Lender” in accordance with Section 13, each of them individually a “Lender” and, collectively, the “Lenders”), KFW IPEX-BANK GMBH, as Facility Agent (in such capacity, the “Facility Agent”), as Collateral Agent under
Seventh SUPPLEMENTAL AGREEMENTRELATING TO THE SECURED CREDIT AGREEMENT DATED 14 JULY 2014, AS MOST RECENTLY AMENDED AND RESTATED ON 15 JUNE 2023 FOR THE DOLLAR EQUIVALENT OF UP TO €748,685,000 PRE AND POST DELIVERY FINANCE FOR HULL NO. [*]Supplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
ContractSupplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Dated 24 October 2023 AMENDMENT TO THE TERM LOAN FACILITYAmendment Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
Agreement in order to document the redomiciliation of the relevant non-Bermudan entities in the Group as set out in the consent request from, amongst others, the Borrower, the Shareholder and the Guarantor, dated 7 September 2023.
ContractNorwegian Cruise Line Holdings Ltd. • February 28th, 2024 • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ContractSeventh Supplemental Agreement • February 28th, 2024 • Norwegian Cruise Line Holdings Ltd. • Water transportation
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
NCL CORPORATION LTD., as Issuer, and JPMORGAN CHASE BANK, N.A., as Security Agent INDENTURE Dated as of October 18, 2023Indenture • October 19th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”), and NCL Investment Limited., a company organized under the laws of Bermuda, and NCL Investment II Ltd., a company organized under the laws of Bermuda (each, a “Holder”, and collectively, the “Holders”).
