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EXHIBIT 1.9
KREDITANSTALT FUR WIEDERAUFBAU (1)
- and -
BLUE SAPPHIRE MARINE INC. (2)
SECOND SUPPLEMENTAL AGREEMENT
- TO -
LOAN FACILITY AGREEMENT
IN RESPECT OF M.V. "CENTURY"
(EX YARD NO. 637 AT ▇▇▇. ▇. ▇▇▇▇▇ GMBH & CO.)
F(W)750
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
2
INDEX
CLAUSE SUBJECT PAGE
1. DOCUMENTATION TO BE SIGNED CONCURRENTLY
WITH THIS SECOND SUPPLEMENTAL AGREEMENT..............................................................2
2. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT............................................................3
2.1 Reduction of Fixed Interest for Loan A and of Margin
Applicable to Loan B, Loan C and Loan D.....................................................3
2.2 Amendments to Loan C........................................................................4
2.3 Amendments to Asset Maintenance.............................................................4
2.4 Release of Assignments of Sub Earnings......................................................5
2.5 Other Amendments............................................................................7
3. LAW AND JURISDICTION................................................................................14
SCHEDULES:
1. Form of Supplement to the Second Mortgage
2. Form of Supplement to the Second Assignment of Insurances
3. Form of Supplement to the Second Assignment of Charter Earnings
4. Form of Supplement to the Second Tripartite Agreement
5. Form of Addendum No. 2 to the Charter
6. Form of Supplement to Surplus Earnings Application Agreement
7. Form of Releases of First and Second Assignments of Sub-Earnings
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THIS AGREEMENT made the 1st day of September 1998
BETWEEN:
(1) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇(▇▇▇▇)▇ ▇-▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ am Main ("KfW"); and
(2) BLUE SAPPHIRE MARINE INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("the Borrower")
IS SUPPLEMENTAL TO a loan facility agreement dated 29 November 1993 as amended
by an agreement supplemental thereto dated 30 November 1995 (together "the
Original Loan Agreement").
WHEREAS:-
(A) On 30 July 1997 Royal Caribbean Cruises Ltd. ("RCCL"), a Liberian
corporation, indirectly acquired the beneficial ownership of all of the
issued shares of Fantasia Cruising Inc. ("Fantasia"), Zenith Shipping
Corporation ("Zenith"), the Borrower, ▇▇▇▇▇ Marine Shipping Inc.
("▇▇▇▇▇"), ▇▇▇▇▇▇▇▇ Maritime Inc. ("Seabrook") and Celebrity Cruises
Inc. ("CCI");
(B) In consequence of the said change in beneficial ownership, by a
memorandum dated 12 December 1997 ("the Memorandum") issued by KfW and
countersigned by Fantasia, Zenith, the Borrower, Esker, Seabrook, CCI
and RCCL, KfW has agreed (inter alia):-
(i) to reduce the loan to be advanced by KfW to Seabrook for the
financing of m.v. "MERCURY";
(ii) to advance the loan to Seabrook on the basis of a new credit
agreement dated 12 December 1997 ("the Seabrook New Credit
Agreement") made between
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Seabrook and KfW and a letter of guarantee from RCCL to KfW
dated 12 December 1997;
(iii) to release Seabrook from all guarantees issued by Seabrook in
favour of KfW in respect of the loans made by KfW to finance
the acquisition of m.v.'s "HORIZON", "ZENITH", "CENTURY" and
"GALAXY".
(C) By a letter dated 17 December 1997 addressed by KfW to Fantasia,
Zenith, the Borrower, Esker, Seabrook, CCI and RCCL, KfW in accordance
with Clause 1.4 of the Memorandum has (inter alia) released:-
(i) Seabrook from all its obligations to KfW under the guarantee
dated 30 November 1995 executed by Seabrook in favour of KfW
in respect of the obligations of the Borrower under the
Original Loan Agreement; and
(ii) the Borrower from all its obligations to KfW under the
guarantee dated 30 November 1995 executed by the Borrower in
favour of KfW in respect of the obligations of Seabrook under
the Seabrook Loan Agreement (as defined under the Original
Loan Agreement);
(D) In order to give further effect to the Memorandum KfW and the Borrower
have agreed to enter into this Second Supplemental Agreement.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties thereto as follows:-
1. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH THIS SECOND SUPPLEMENTAL
AGREEMENT
1.1 The following shall be effected concurrently with the execution of this
Second Supplemental Agreement:-
(A) the execution by the Borrower and the registration at the
office of the Deputy Commissioner of Maritime Affairs of the
Republic of Liberia at the port of New York of a Supplement
No.1 to the Second Mortgage in the form and upon the
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terms and conditions of the draft set out in the First
Schedule to this Second Supplemental Agreement;
(2) the execution of the Borrower and CCI and delivery to KfW of a
supplement to the Second Assignment of Insurances in the form
and upon the terms and conditions of the draft set out in the
Second Schedule to this Second Supplemental Agreement;
(3) the execution by the Borrower and delivery to KfW of a
supplement to the Second Assignment of Charter Earnings duly
executed by the Borrower in the form and upon the terms and
conditions of the draft set out in the Third Schedule to this
Second Supplemental Agreement;
(4) the execution by the Borrower and CCI and delivery to KfW of a
supplement to the Second Tripartite Agreement in the form and
upon the terms and conditions of the draft set out in the
Fourth Schedule to this Second Supplement Agreement;
(5) the execution by the Borrower and CCI of an addendum No. 2 to
the Charter in the form and upon the terms and conditions of
the draft set out in the Fifth Schedule to this Second
Supplemental Agreement;
(6) the execution by Fantasia, Zenith, the Borrower, ▇▇▇▇▇,
Seabrook and CCI of a supplement to the Surplus Earnings
Application Agreement in the form and upon the terms and
conditions of the draft set out in the Sixth Schedule to this
Second Supplemental Agreement.
2. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT
2.1 REDUCTION OF FIXED INTEREST FOR LOAN A AND OF MARGIN APPLICABLE TO
LOAN B, LOAN C AND LOAN D
As and with effect from 12 December 1997 (being the date of the
Memorandum referred to in Recital B to this Second Supplemental
Agreement) the fixed interest payable on Loan A will be reduced to
7.65% per annum (and as and with effect from 9 April 1998 will be
further reduced to 6.73%) and the Margin applicable to each of
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Loan B, Loan C and Loan D will be deemed to have been reduced to
forty-five basis points (0.45%) per annum.
2.2 AMENDMENTS TO LOAN C
The following amendments to the Original Loan Agreement in respect of
Loan C shall be deemed to be effective as from the date of this Second
Supplemental Agreement:-
(A) Notwithstanding any provision in Clause 4 of the Original Loan
Agreement to the contrary, no Advance in respect of Loan C may
be requested by the Borrower (nor will any such Advance be
made by KfW) either in the remainder of the year 1998 or in
the year 1999.
(B) The maximum amount of Loan C is hereby reduced to
USD70,987,688 of which USD35,493,844 has been advanced by KfW
to the Borrower prior to the date of this Second Supplement
Agreement (and has subsequently been prepaid by the Borrower
on 2 June 1998) and USD35,493,844 (being the equivalent of two
(2) Deferrals (namely two (2) whole Repayment Instalments of
Loan A plus two ---- (2) whole Repayment Instalments of Loan B
plus two (2) whole Repayment Instalments of Loan D) remains
available to be drawn down by the Borrower in or after the
year 2000 in accordance with the provisions of the Original
Loan Agreement (as amended by this Second Supplemental
Agreement).
2.3 AMENDMENTS TO ASSET MAINTENANCE
As and with effect from the date of this Second Supplemental
Agreement:-
(A) Clause 14.1 shall be amended in line 1 by the deletion of "1
June 1996" and the substitution therefor of "1 January 2000"
and the deletion in full of the proviso to Clause 14.1;
(B) Clause 14.3 shall be amended by the deletion in lines 6-11 of
the words in brackets commencing "(after deducting from the
said principal balances ..." and
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ending with the words "... in accordance with the requirements
of (i), (ii) and (iii) of the said Clause 2.5(B))";
(C) Clause 14.4 shall be amended by the deletion in the last line
of "(other than the Second Assignment of Sub Earnings)"; (1)
(D) Clause 14.5 shall be deleted in full.
2.4 RELEASE OF ASSIGNMENTS OF SUB EARNINGS
(A) Subject to:-
(i) the Borrower and CCI first executing (and delivering
a certified copy thereof to KfW) an addendum No. 2 to
the Charter whereby the daily rate of hire under the
Charter of the Vessel shall be increased to
USD149,700 per day in 1998 and thereafter shall be at
a daily rate sufficient to enable the Borrower to
meet the repayment instalments of principal and the
payments of interest in respect of the Loans as and
when they fall due under the Original Loan Agreement
(as amended by this Second Supplement Agreement); and
(ii) the Borrower first procuring the execution (and
delivery of the certified copies of KfW) by Fantasia,
Zenith and ▇▇▇▇▇ and by CCI of addenda to the
respective bareboat charterers of m.v.'s "HORIZON",
"ZENITH" and "GALAXY" whereby the daily rate of hire
thereunder is increased to USD37,100 per day for
"HORIZON", USD51,500 per day for "ZENITH", USD155,500
per day for "GALAXY" in 1998 and thereafter shall be
at a daily rate sufficient to enable Fantasia, Zenith
and ▇▇▇▇▇ to meet their respective obligations as to
the repayment instalments of principal and the
payments of interest in respect of the loans as and
when they fall due under the terms of the Collateral
Vessel Loan Agreement, the "ZENITH" Loan Agreement
and the Second Newbuilding Loan Agreement THEN KfW
will execute releases of all first and second
assignments of Sub Earnings of the Vessel and m.v.'s
"HORIZON", "ZENITH" and "GALAXY"
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in the form of the drafts set out in the Seventh
Schedule to this Second Supplemental Agreement, which
once executed will be deemed effective as from 17
December 1997;
(B) As and with effect from the date of this Second Supplemental
Agreement KfW will permit the cash flow generated by the
Vessel and m.v.'s "HORIZON", "ZENITH" and "GALAXY" to be
centrally managed by RCCL unless and until the quarterly
rating of Standard & Poor in respect of RCCL falls below "B
Long Term" whereupon the Borrower will procure that:-
(1) such central cash flow management by RCCL shall cease
and the cash flow generated by the Vessel and m.v.'s
"HORIZON", "ZENITH" and "GALAXY" will thereafter be
paid to and managed separately and directly by CCI;
and
(2) any monies then owed by RCCL (or any member of the
RCCL Group) to CCI shall be immediately paid to CCI.
(C) As and with effect from the date of this Second Supplemental
Agreement Clause 15 shall be amended as follows:-
(i) Clause 15.1(A), Clause 15.1(B) and 15.1(C) shall be
deleted in full and the following substituted
therefor:-
"(A) The Borrower will procure that RCCL
furnishes to KfW as soon as the same become
available its unaudited financial statements
for each financial quarter of each of its
financial years. Each set of financial
statements delivered pursuant to this Clause
15.1(A) shall be on Form 6-K (or any
successor form) as filed with the U.S.
Securities Exchange Commission and shall be
prepared in accordance with U.S. generally
accepted accounting principles subject to
normal year end adjustments;
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(B) The Borrower will procure that RCCL
furnishes to KfW as soon as the same become
available its audited consolidated financial
statements for each of its financial years.
Each set of financial statements delivered
pursuant to this Clause 15.1(B) shall be
prepared on Form 20-F (or any successor
form) as filed with the U.S. Securities
Exchange Commission and shall be in
accordance with U.S. generally accepted
accounting principles.
(C) The Borrower will furnish to KfW not later
than 120 days after the end of each
financial year the unaudited financial
statements in respect of each Obligor for
each of its financial years. Each set of
financial statements delivered pursuant to
this Clause 15.1(C) shall be in accordance
with U.S. generally accepted accounting
principles and certified as to their
correctness by the chief financial officer
of the relevant Obligor."
(ii) Clause 15.2(A), (B) and (C) shall be deleted in full;
(iii) Clause 15.2(D) shall be amended by the deletion in
line 3 of "international" and the substitution of
"US".
2.5 OTHER AMENDMENTS
As and with effect from the date of this Second Supplemental Agreement
the Original Loan Agreement shall be further amended as follows:-
(A) Definitions
-----------
The definition of "Additional Securities" shall be amended by
the deletion therefrom of "Seabrook Cross Securities";
The definition "Assignment of Sub Earnings" shall be deleted
in full;
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The definition "Borrower's Cross Securities" shall be amended
by the deletion therefrom of "the Second Assignment of Sub
Earnings";
The definition "Charter" shall be amended to read "means, in
respect of the Vessel, the revised 'BARECON 89' charter dated
29 November 1993 as amended by Addendum No.1 dated 30 November
1995 and Addendum No. 2 dated 1 September 1998 whereby the
Borrower has bareboat chartered the Vessel to CCI for a
minimum period of ten (10) years from the Delivery Date upon
the terms and conditions therein contained;"
The definition "Collateral Vessel Loan Agreement" shall be
amended by the insertion after "29 January 1993" of "30
November 1995 and 1 September 1998";
The definition of "Cross Collateral Guarantees" shall be
amended by the deletion therefrom in line 7 of "and Seabrook
under the Seabrook Loan Agreement";
The definition "Deferral" shall be amended in line 1 by the
deletion of "five (5)" and the substitution therefor of "four
(4)";
The definition "▇▇▇▇▇ ▇▇▇▇▇ Securities" shall be amended by
the deletion therefrom of paragraph (D);
The definition "Fantasia Cross Securities" shall be amended by
the deletion therefrom of the reference to "(x)";
The definition "KfW Facility Agreements" shall be amended by
the deletion therefrom of "and the Seabrook Loan Agreement";
The definition "Margin" shall be deemed to have been amended
in accordance with the provisions of Clause 2.1;
The definitions "Operating Reserve" and "Operating Reserve
Bank" shall be deleted in full;
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A new definition "RCCL Group" shall be introduced as follows:-
"RCCL GROUP" means group of companies consisting of RCCL and
any company or corporation which is now or hereafter becomes a
subsidiary of RCCL and "member of the RCCL group" shall be
construed accordingly;
The definition "Seabrook Cross Securities" shall be deleted in
full;
The definition "Seabrook Loan Agreement" shall be deleted in
full;
The definitions of "Second Assignment of Charter Earnings",
"Second Assignment of Insurances" "Second Mortgage" and
"Second Tripartite Agreement" shall each be deemed to include
therein the respective supplements to each such security
referred to in Clause 1.2;
The definition "Second Newbuilding Agreement" shall be amended
in line 2 by the insertion after "herewith" of "as amended by
agreements supplemental thereto dated 30 November 1995 and 1
September 1998";
The definition "Second Assignment of Sub Earnings" shall be
deleted in full;
The definition "Shareholder Distribution" shall be amended to
read:-
""Shareholder Distribution" means any dividend or
other shareholder distribution but shall exclude (i)
any payment made by the Borrower as part of the
central cash flow management by RCCL of the cash flow
generated by the Vessel so long as such central cash
flow management is permitted pursuant to this
Agreement and (ii) any repayment of principal and
payment of interest on any intra Group loan to the
Borrower;".
The definition "Sub Earnings on Assignment" shall be deleted
in full;
The definition "Surplus Earnings Application Agreement" shall
be deemed to include the supplement thereto referred to in
Clause 1.2;
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The definition "Temporary Cash Flow Advance" shall be deleted
in full;
The definition "Zenith Cross Securities" shall be amended by
the deletion therefrom of the reference to "(v)";
The definition "ZENITH Loan Agreement" shall be amended by the
insertion after "31 March 1995" of "30 November 1995 and 1
September 1998".
(B) Clause 7
--------
Clause 7.1 shall be amended in line 4 by the deletion of
"eight per centum (8%) per annum" and the substitution
therefor of "six point seven three per centum (6.73%) per
annum".
(C) Clause 11
---------
Clause 11.1 shall be amended by the insertion of "; or" at the
end of paragraph (C) and the insertion of a new paragraph
"(D)" reading as follows:-
"(D) at any time it becomes unlawful for any
Obligor to perform any or all of its
obligations under this Agreement, the
Charter or any of the Security Documents to
which any of them is a party and any such
event shall continue unremedied for fifteen
(15) days after notice thereof has been
given to the Borrower by KfW;"
Clause 11.3: in the formula "a + b - c" the definition of 'b'
shall be amended to read:
"b = such amount of interest calculated at 6.23% per
annum (6.73% less the 0.50% margin) (or whatever rate
is applicable to Loan A at the date of the relevant
prepayment) as would have accrued, but for the
prepayment, on the amount of the prepayment of Loan A
for the Remaining Period;"
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(D) Clause 13
---------
(i) Clause 13.1(J) shall be amended in lines 7-8 by the deletion
of "5th August 1988 made between the United States Customs
Service and Chandris Incorporated" and the substitution
therefor of "made or to be made between the United States
Customs Service and Celebrity Cruises Inc.";
(ii) Clause 13.1(K) shall be amended by the deletion in line 3 of
"Sub Earnings'"; (1)
(iii) Clause 13.1(M) shall be deleted in full;
(iv) Clause 13.1(O) shall be amended by the deletion therefrom of
the references to "Seabrook";
(v) Clause 13.2(D) shall be amended to read:-
"(D) make any loans (save in the ordinary course of
business) or grant any credit (save in the ordinary
course of business);"
(vi) Clause 13.2(F) shall be amended to read:-
"(F) purchase or own any ship other than the Vessel;"
(vii) Clause 13.3(D) shall be amended to read:-
"carry on any business other than the ownership,
operation and chartering of the Vessel and business
relating thereto"
(viii) Clause 13.3(E) shall be amended to read:-
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"(without prejudice to the central cash flow
management by RCCL of the cash flow generated by the
Vessel permitted pursuant to this Agreement and intra
Group loans to the Borrower) save for the
Subordinated Loan borrow any money or raise any funds
save by borrowings which:
(i) may from time to time be required to assist
the Borrower in financing the ownership,
operation and chartering of the Vessel;
(ii) have received KfW's prior approval; and
(iii) are unsecured and subordinated to all sums
due to KfW under this Agreement by a
document or documents in form and substance
in all respects satisfactory to and approved
by KfW."
(ix) Clause 13.2(G) shall be amended by the addition of
the following words at the end of the paragraph:-
"or any set of articles of incorporation and bye-laws
which, subject as provided in Clause 13.2(I) may be
adopted in the future"
(x) Clause 13.4 shall be deleted in full;
(xi) Clause 13.6 shall be amended by the deletion
therefrom of paragraph (B).
(E) Clause 16.1, 16.2 and 16.3 shall be amended so as to delete
therefrom all references to "CCI"; but the provisions in
relation to Shareholder Distributions by the Borrower shall
remain in full force and effect, with "Surplus Vessel Cash
Flow" being amended to mean "(being the balance of the total
Net Sub Earnings of the Vessel for that Financial Year less
the instalments of principal and interest
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of the Loans which the Borrower is required to pay to KfW in
that Financial Year)".
(F) Clause 17
---------
(i) Clause 17.2(E), line 2, shall be amended by the
deletion of "fourteen (14) days" and the substitution
of "thirty (30) days";
(ii) Clause 17.2(G) shall be deleted in full;
(iii) Clause 17.2(H) shall be amended in line 4 by the
insertion after "Borrowers" of "and such breach
remains unremedied for thirty (30) days";
(iv) Clause 17.2(J) shall be amended to read:-
"any judgment or order for the payment of
money in excess of USD10,000,000 shall be
rendered against the Borrower by a court of
competent jurisdiction and the Borrower
shall have failed to satisfy such judgment
and either:
(a) enforcement proceedings in respect
of any material assets of the
Borrower shall have been commenced
by any creditor upon such judgment
or order and shall not have been
stayed or enjoined within five (5)
Business Days after the commencement
of such enforcement proceedings; or
(b) there shall be a period of ten (10)
consecutive Business Days during
which a stay of enforcement of such
judgment or order, by reason of a
pending appeal or otherwise, shall
not be in effect."
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(v) In Clause 17.2(Q) and reference to "Seabrook" shall
be deleted;
(vi) Clause 17.2(R)(iv) shall be amended by the deletion
of "the Seabrook Loan Agreement" and the substitution
therefor of "the New Seabrook Credit Agreement";
(vii) Clause 17.2(S) shall be deleted in full;
(viii) Clause 17.2(T) shall be amended by the insertion in
line 6 after "made" of the words:-
"and such incorrectness shall continue
unremedied for at least five (5) Business
Days after notice thereof shall have been
given to the Borrower by KfW (or, if (a)
such incorrectness is capable of being
remedied within fifteen (15) days
(commencing on the first day of such five
(5) Business Day period) and (b) the
Borrower is actively seeking to remedy the
same during such period, such incorrectness
shall continue unremedied for at least
fifteen (15) days; or"
(ix) Clause 17.2(V) shall be amended to read:-
"during the Security Period without the
prior written consent of KfW, RCCL ceases to
own beneficially (whether directly or
indirectly) at least 51% of the issued stock
carrying voting rights of the Borrower,
Fantasia, Zenith, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and CCI;
or"
(x) Clause 17.2(Z), Clause 17.2(AA) and Clause 17.2(AD)
shall each be deleted;
(xi) In Clause 17.2(AG) all references to "Seabrook" shall
be deleted.
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2.6 KfW hereby confirms that the Borrower has been released from any
obligation under the Original Agreement and the Security Documents to
effect and maintain or to reimburse KfW the cost of KfW effecting and
maintaining mortgagees interest insurance and mortgagees additional
perils (pollution) cover in respect of the Vessel and m.v.s "HORIZON",
"ZENITH" and "GALAXY" in the case of the mortgagees interest insurance
with effect from 1 June 1 1998 and in the case of the mortgagees
additional perils (pollution cover) with effect from 1 January 1998.
2.7 For the purpose of all notice clauses contained in the Original
Agreement or any of the Security Documents to which the Borrower is a
party, all notices to the Borrower shall henceforward be sent to the
Borrower:
c/o Celebrity Cruises Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇
Telefax No: [▇▇▇-▇▇▇-▇▇▇▇] Attention: Vice President &
Treasurer with copy to Vice President & General Counsel
2.8 All references in the Original Agreement to "this Agreement"
"hereunder" "hereof"or "herein" shall be deemed to refer to the
Original Loan Agreement as amended by this Second Supplemental
Agreement.
2.9 Save as amended by Clause 2.1 to 2.6 (both inclusive) the Original Loan
Agreement shall remain unchanged and in full force and effect.
3. LAW AND JURISDICTION
The provisions of Clauses 29 (Law) and 30 (Jurisdiction) of the
Original Loan Agreement shall apply to this Second Supplemental
Agreement mutatis mutandis.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
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SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC )
in the presence of: )
19
THE FIRST SCHEDULE
SUPPLEMENT NO. 1
-TO-
SECOND PREFERRED MORTGAGE
-ON-
"CENTURY"
SUPPLEMENT NO. 1 dated _____________ 1998 ("this Supplement No. 1") to a second
preferred mortgage dated 30 November 1995 ("the Mortgage") by BLUE SAPPHIRE
MARINE INC. a Liberian corporation ("the Owner") in favour of KREDITANSTALT FUR
WIEDERAUFBAU a public law corporation incorporated in the Federal Republic of
Germany whose registered office is at present at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇,
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany ("the Mortgagee")
recorded on 30 November 1995 at 9.04 A.M. E.S.T. in Book PM47 at Page 902.
WHEREAS:-
A. The Owner is the registered and beneficial owner of the whole of the
Liberian flag cruise vessel "CENTURY" ("the Vessel"): official number
"10084" of 70,606 gross and 39,002 net tons; or thereabouts, duly
documented in the name of the Owner under the laws of the Republic of
Liberia, with her home port at Monrovia, Liberia;
B. Words and expressions defined in the Mortgage shall, unless stated
herein to the contrary, bear the same meanings when used in this
Supplement No. 1;
C. By a letter dated 17 December 1997 addressed by the Mortgagee to (inter
alios) the Owner the Mortgagee has (inter alia) released the Owner from
all of its obligations under the Guarantee dated 30 November 1995 in
respect of the Seabrook Loan Agreement;
D. At the date of this Supplement No. 1 the aggregate of possible advances
that may be made by the Mortgagee to Fantasia pursuant to the Horizon
Loan Agreement and secured by the Mortgage (as amended and supplemented
by this Supplement No. 1) is eight million three hundred and
eighty-seven thousand four hundred and eighty United States Dollars
(USD8,387,480) (of which USD7,455,536 is Fantasia Loan A and USD931,944
is Fantasia Loan B zero is Fantasia Loan C and zero is Fantasia Loan D;
E. At the date of this Supplement No. 1 the aggregate of all possible
advances that may be made by the Mortgagee to Zenith pursuant to the
Zenith Loan Agreement and secured by the Mortgage (as amended and
supplemented by this Supplement No. 1) is one hundred and five million
nine hundred and eighty-four thousand two hundred and twenty-five
United States Dollars and thirty-six cents (USD105,984,225.36) (of
which USD45,694,112 is Zenith Loan A, USD58,856,706.13 is Zenith Loan
B, USD1,433,407.23 is Zenith Loan C and zero is Zenith Loan D;
F. By an agreement dated 1998 supplemental to the ▇▇▇▇▇ Loan Agreement it
has been agreed by ▇▇▇▇▇ with the Mortgagee that the maximum amount of
▇▇▇▇▇ Loan C available to be advanced by the Mortgagee shall be reduced
to USD54,476,061 Dollars and at the date of this Supplement No. 1 the
aggregate of all possible advances that may be made by the Mortgagee to
▇▇▇▇▇ pursuant to the ▇▇▇▇▇ Loan Agreement is three hundred and eight
million six hundred and ninety-seven thousand six hundred and
▇▇
-▇-
▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (USD308,697,674) (of which
USD202,549,932 is ▇▇▇▇▇ Loan A, USD25,318,740 is ▇▇▇▇▇ Loan B,
USD54,476,061 is ▇▇▇▇▇ Loan C and USD26,352,941 is ▇▇▇▇▇ Loan D;
G. The Owner and the Mortgagee wish by this Supplement No. 1 to amend the
Recording Clause of the Mortgage so as to reflect the transactions
referred to in Recitals C, D, E and F.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency whereof are hereby acknowledged by the
Owner and the Mortgagee, the Owner and the Mortgagee hereby covenant and agree
as follows:-
1. As and with effect from 17 December 1997 the Mortgage shall cease to
secure Seabrook Loan A, Seabrook Loan B, Seabrook Loan C and Seabrook
Loan D.
2. For the purpose of recording this Supplement No. 1 as required by
Chapter 3 of Title 22 of the Liberian Code of Law of 1956, as amended,
this Supplement No. 1 amends the total amount secured by the Mortgage.
The total amount of the Mortgage is amended to four hundred and twenty
three million and sixty-nine thousand three hundred and seventy-nine
Dollars and thirty-six cents (USD423,069,379.36) (of which USD8,387,480
is the aggregate of Fantasia Loan A, Fantasia Loan B, Fantasia Loan C
and Fantasia Loan D, USD105,984,225.36 is the aggregate of Zenith Loan
A, Zenith Loan B, Zenith Loan C and Zenith Loan D and USD308,697,674 is
the aggregate of ▇▇▇▇▇ Loan A, ▇▇▇▇▇ Loan B, ▇▇▇▇▇ Loan C and ▇▇▇▇▇
Loan D) and interest and performance of mortgage covenants. The date of
maturity is on demand. There is no separate discharge amount.
IN WITNESS whereof the Owner and the Mortgagee have executed this Supplement No.
1 the date and year first before written.
BLUE SAPPHIRE MARINE INC.
By: .......................................
Title:
KREDITANSTALT FUR WIEDERAUFBAU
By: .......................................
Title: Attorney-in-Fact
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the ________ day of _________________1998 before me personally came
_________________, to me known, and known to me to be the person who executed
the foregoing Supplement No. 1 who, being by me duly sworn, did depose and say
that he resides at ______________________; that he is _____________________ of
Blue Sapphire Marine Inc., a Liberian corporation, the entity described in and
which executed the foregoing Supplement No. 1; that he signed his name thereto
pursuant to authority granted to him by the Board of Directors of the said
entity; and he further acknowledged that the said Supplement No. 1 is the act
and deed of the said entity.
-------------------------------------
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
22
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ________________ day of _____________________ 1998 before me personally
came , to me known, and known to me to be the person who executed the foregoing
Supplement No. 1 who, being by me duly sworn, did depose and say that he/she
resides at _____________________; that he/she is Attorney-in-Fact for
Kreditanstalt fur Wiederaufbau the corporation described in and which executed
the foregoing Supplement No. 1; that he/she signed his/her name thereto pursuant
to authority granted to him/her by a Power of Attorney of the said entity; and
he/she further acknowledged that the said Supplement No. 1 is the act and deed
of the said entity.
------------------------
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
23
THE SECOND SCHEDULE
THIS DEED dated the day of 1998 made between:
(1) BLUE SAPPHIRE MARINE INC. ("the Owner")
(2) CELEBRITY CRUISES INC. ("the Charterer")
and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("the Assignee")
IS SUPPLEMENTAL TO a deed of second assignment of insurances of the Liberian
flag cruise vessel m.v. "CENTURY" dated 30 November 1995 ("the Original
Assignment").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed;
B. By a letter dated 17 December 1997 addressed by the Assignee to (inter
alios) the Owner the Assignee has (inter alia) released the Owner from
all further obligations under the Guarantee dated 30 November 1995
("the Released Guarantee") issued by the Owner in favour of the
Assignee in respect of the obligations of Seabrook Maritime Inc. under
the Seabrook Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to
stand as security for the obligations of the Owner under the Released
Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 17 December 1997 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
17 December 1997 the following further amendments shall be deemed to
have been made to the Original Assignment:-
3. the expression "Guarantees" shall exclude the Released
Guarantee;
4. the expression "Borrowers" shall be amended by the deletion
therefrom of "Seabrook";
24
5. the expression "Loan Agreements" shall be amended by the
deletion therefrom of "the Seabrook Loan Agreement";
6. the expression "Loans" shall be amended by the deletion
therefrom of "the Seabrook Loans".
7. Save as amended hereby the Original Assignment shall remain
unchanged and in full force and effect.
8. The provisions of Clause 12 (Governing Law) and Clause 13
(Jurisdiction) shall apply mutatis mutandis to this
Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by BLUE SAPPHIRE MARINE INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
25
- 1 -
THE THIRD SCHEDULE
THIS DEED dated the day of 1998 made between:
(1) BLUE SAPPHIRE MARINE INC. ("the Assignor")
and
(2) KREDITANSTALT FUR WIEDERAUFBAU ("the Assignee")
IS SUPPLEMENTAL TO a deed of second assignment of Charter Earnings, Owner's
Requisition Compensation and Earnings of the Liberian flag cruise vessel m.v.
"CENTURY" dated 30 November 1995 ("the Original Assignment").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed;
B. By a letter dated 17 December 1997 addressed by the Assignee to (inter
alios) the Assignor the Assignee has (inter alia) released the Owner
from all further obligations under the Guarantee dated 30 November 1995
("the Released Guarantee") issued by the Assignor in favour of the
Assignee in respect of the obligations of Seabrook Maritime Inc under
the Seabrook Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to
stand as security for the obligations of the Assignor under the
Released Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 17 December 1997 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Assignor under the Released
Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
17 December 1997 the following further amendments shall be deemed to
have been made to the Original Assignment:-
3. the expression "Guarantees" shall exclude the Released
Guarantee;
4. the expression "Borrowers" shall be amended by the deletion
therefrom of "Seabrook";
5. the expression "Loan Agreements" shall be amended by the
deletion therefrom of "the Seabrook Loan Agreement";
26
- 2 -
6. the expression "Loans" shall be amended by the deletion
therefrom of "the Seabrook Loans".
7. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
8. The provisions of Clause 12 (Governing Law) shall apply mutatis
mutandis to this Supplemental Deed.
In witness whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by BLUE SAPPHIRE MARINE INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
27
THE FOURTH SCHEDULE
THIS AGREEMENT dated the day of 1998 made between:
(1) BLUE SAPPHIRE MARINE INC. ("the Owner")
(2) CELEBRITY CRUISES INC. ("the Charterer")
and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("the Mortgagee")
IS SUPPLEMENTAL TO a second tripartite agreement in respect of the Liberian flag
cruise vessel m.v. "CENTURY" dated 30 November 1995 ("the Original Agreement")
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall bear the
same meanings when used in this Supplemental Agreement;
B. By a letter dated 17 December 1997 addressed by the Mortgagee to (inter
alios) the Owner and the Charterer the Mortgagee has (inter alia)
released the Owner from all further obligations under the Guarantee
dated 30 November 1995 ("the Released Guarantee") issued by the Owner
in favour of the Mortgagee in respect of the obligations of Seabrook
Maritime Inc under the Seabrook Loan Agreement and has further agreed
to enter into this Supplemental Agreement in order that the Original
Agreement shall cease to stand as security for the obligations of the
Owner under the Released Guarantee;
C. By a Supplement No. 1 of even date herewith to the Second Mortgage the
Owner and the Mortgagee have agreed that as and with effect from 17
December 1997 the Second Mortgagee shall cease to stand as security for
the Released Guarantee.
NOW it is hereby agreed by and between the parties hereto as follows:-
1. As and with effect from 17 December 1997 the Original Agreement shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect
from 17 December 1997 the following further amendments shall be deemed
to have been made to the Original Agreement:-
(A) the expression "Guarantees" shall exclude the Released
Guarantee;
(B) the expression "Borrowers" shall be amended by the deletion
therefrom of "Seabrook";
(C) the expression "Loan Agreements" shall be amended by the
deletion therefrom of "the Seabrook Loan Agreement";
28
- 2 -
(D) the expression "Loans" shall be amended by the deletion therefrom
of "the Seabrook Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 8 (Applicable Law and Jurisdiction) shall
apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Agreement has been executed by the parties
hereto on the day and year first before written.
SIGNED )
by BLUE SAPPHIRE MARINE INC. )
acting by )
)
in the presence of:- )
SIGNED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of:- )
SIGNED )
by )
KREDITANSTALT FUR WIEDERAUFBAU )
acting by )
)
in the presence of:- )
29
THE FIFTH SCHEDULE
------------------
ADDENDUM NO. 2
DATED 1998
TO THE MODIFIED "BARECON '89" BAREBOAT CHARTER
DATED 29 NOVEMBER 1993 AS AMENDED BY ADDENDUM NO. 1
DATED 30 NOVEMBER 1995 (TOGETHER "THE CHARTER") BETWEEN
BLUE SAPPHIRE MARINE INC.
("THE OWNERS")
AND
CELEBRITY CRUISES INC.
("THE CHARTERERS")
IN RESPECT OF M.V. "CENTURY" ("THE VESSEL")
WHEREAS:
A. Words and expressions defined in the Charter shall have the same
meanings when used in this Addendum No. 2;
B. The Owners and Charterers are desirous of amending the Charter upon the
terms of this Addendum No. 2.
NOW IT IS HEREBY AGREED:-
(1) As and with effect from 199 the Charter is
hereby amended as follows:-
(A) CLAUSE 28: In respect of the period from 199 until 31 December
1998 the daily rate of hire shall be amended to USD149,700 per
calendar day SAVE THAT:-
(i) if there is any prepayment of principal under the KfW Loan
Agreement prior to December 31, 1998, the daily rate of hire
shall be adjusted immediately after that prepayment so as to
be such rate per calendar day which is required to enable the
Owners to meet their obligations under the KfW Loan Agreement
as to the repayment of principal and the payment of interest
for the balance of the year ended December 31, 1998 (after
taking account of such prepayment) as shall be agreed between
the Owners and the Charterers (and approved by the
Mortgagees);
(ii) for the year ended December 31, 1999 and each subsequent year
of the Charter period (inclusive if the Option is exercised of
the further two and one half (2 1/2) years which will commence
upon expiry of the initial ten (10) year period), the daily
rate of hire shall be such rate which is
30
- 2 -
required to enable the Owners to meet their obligations under
the KfW Loan Agreement as to the repayment of principal and
the payment of interest during each such year, as shall be
agreed between the Owners and the Charterers (and approved by
of the Mortgagees) and adjusted as necessary thereafter by
reason of any prepayment of principal under the KfW Loan
Agreement.
Such hire shall be payable semi-annually in arrears on the same dates
as principal and interest are due under the KfW Loan Agreement (or at
such other intervals as shall from time to time be agreed between the
Owners and the Charterers) to such account as shall from time to time
be specified by the Owners/Mortgagees.
(B) CLAUSE 29: Lines 10-13 to be amended to read:
"favour of the Mortgagees as security for the Cross Collateral
Guarantees (as defined in the KfW Loan Agreement)".
(C) CLAUSE 30.01 shall be amended by:
(i) amending sub-paragraph (c) by deleting the words "a
petition is presented or"; and
(ii) by deleting sub-paragraphs (d), (e), (f), (g) and (h);
and
(iii) by re-lettering sub-paragraph (i) as sub-paragraph (d)
and amending it by replacing "(h)" in the last line with
"(c)".
(D) CLAUSE 31 shall be deleted in full.
(E) All references in the Charter to "the KfW Loan Agreement"
shall be deemed to include the supplemental agreement dated
1998 made between the Mortgagees and the Owners.
(2) Save as amended by this Addendum No. 2 the Charter shall remain
unchanged and in full force and effect.
(3) The provisions of Clause 26 (Law and Arbitration) of the Charter shall
apply to this Addendum No. 2 mutatis mutandis.
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC. )
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
31
- 1 -
THE SIXTH SCHEDULE
THIS AGREEMENT dated the day of 1998 BETWEEN:-
(1) FANTASIA CRUISING INC. a corporation incorporated under the laws of the
Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("Fantasia");
(2) ZENITH SHIPPING CORPORATION a corporation incorporated under the laws
of the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("Zenith");
(3) BLUE SAPPHIRE MARINE INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("Blue Sapphire");
(4) ▇▇▇▇▇ MARINE SHIPPING INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("▇▇▇▇▇");
(5) SEABROOK MARITIME INC. a corporation incorporated under the laws of the
Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("Seabrook");
(6) CELEBRITY CRUISES INC. a corporation incorporated under the laws of the
Republic of Liberia whose principal place of business is at ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ("CCI"); and
(7) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ am Main ("KfW")
32
- 2 -
IS SUPPLEMENTAL TO an agreement dated 30 November 1995 (known as the 'Surplus
Earnings Application Agreement') made between the same parties.
WHEREAS:-
Pursuant to a memorandum dated 12 December 1997 signed by KfW and countersigned
by each of the other parties hereto and by Royal Caribbean Cruises Ltd. ("RCCL")
it was (inter alia) agreed that KfW would enter into an agreement supplemental
to the Original Agreement so as to release Seabrook from being a party thereto
and to delete therefrom the provisions relating to the application of Sub
Earnings or Net Sub Earnings of each Vessel (as each such expression is defined
in the Original Agreement) by reason of the release by KfW pursuant to the said
memorandum of each of the assignments of the said Sub Earnings and Net Sub
Earnings referred to in Recital G to the Original Agreement.
NOW IT IS HEREBY AGREED by and between the parties hereto as follows:-
1. As and with effect from 17 December 1997 ("the Effective Date"), KfW
hereby releases Seabrook from any further obligations and liabilities
under the Original Agreement and Seabrook shall cease to be a party to
the Original Agreement.
2. As and with effect from the Effective Date:-
3. Clause 2 of the Original Agreement shall cease to apply and
shall be deemed to have been deleted from the Original
Agreement;
4. Clause 3 of the Original Agreement shall be amended as
follows:-
1. Clause 3.1(E) and Clause 3.2(E) shall each be deleted in full;
1. Clause 3.1(E) and Clause 3.2(E) shall each be deleted in full;
2. Throughout Clause 3 all references to "639", "639 Loans" and
"the Seabrook Loan Agreement" (sometimes also referred to as "the 639 Loan
Agreement") shall be deleted;
33
- 3 -
3. Throughout Clause 3 all references to "637 Loan Agreement" and
"638 Loan Agreement" shall be deemed to refer to the Blue Sapphire Loan
Agreement and the ▇▇▇▇▇ Loan Agreement respectively.
1. Save as amended hereby the Original Agreement shall remain unchanged
and in full force and effect.
2. Each of the Owners (other than Seabrook) and CCI hereby acknowledge
towards KfW that notwithstanding the said release of Seabrook they
shall remain bound by the Original Agreement (as amended and
supplemented by this Supplemental Agreement).
3. The provisions of Clause 5 (Applicable Law and Jurisdiction) shall
apply to this Supplemental Agreement mutatis mutandis.
34
- 4 -
IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first before written
SIGNED by )
)
for and on behalf of )
FANTASIA CRUISING INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
ZENITH SHIPPING CORPORATION )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
▇▇▇▇▇ MARINE SHIPPING INC. )
in the presence of:- )
35
- 5 -
SIGNED by )
)
for and on behalf of )
SEABROOK MARITIME INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
36
THE SEVENTH SCHEDULE
THIS DEED OF REASSIGNMENT is made the day of 1998 BETWEEN:-
(1) KREDITANSTALT FUR WIEDERAUFBAU of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany ("KfW");
(2) BLUE SAPPHIRE MARINE INC. a corporation duly incorporated under the
laws of the Republic of Liberia having its registered office at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("the Owner"); and
(3) CELEBRITY CRUISES INC. a corporation duly incorporated under the laws
of the Republic of Liberia having its registered office at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("CCI").
WHEREAS:-
A. By a deed of assignment dated 30 November 1995 ("the Original
Assignment") the Owner assigned to KfW all the rights, title and
interest of the Owner under a first general assignment of sub-earnings
of the Liberian cruise vessel "CENTURY" dated 30 November 1995 ("the
CCI Assignment") granted by CCI to the Owner;
B. Words and expressions defined in the Original Assignment shall have the
same meanings when used in this Deed of Reassignment;
C. On 30 July 1997 Royal Caribbean Cruises Ltd. ("RCCL"), a Liberian
corporation, indirectly acquired the beneficial ownership of all of the
issued shares of Fantasia Cruising Inc. ("Fantasia"), Zenith Shipping
Corporation ("Zenith"), Blue Sapphire Marine Inc. ("Blue Sapphire"),
▇▇▇▇▇ Marine Shipping Inc. ("▇▇▇▇▇"), Seabrook Maritime Inc.
("Seabrook") and CCI;
D. Pursuant to a memorandum dated 12 December 1997 ("the Memorandum")
issued by KfW and countersigned by Fantasia, Zenith, Blue Sapphire,
Esker, Seabrook, CCI and RCCL, KfW has (inter alia) agreed to enter
into this Deed of Reassignment.
37
- 2 -
NOW THIS DEED WITNESSETH as follows:
1. Pursuant to the Memorandum and in consideration of the premises and
other good and valuable consideration (the receipt and sufficiency
whereof KfW hereby acknowledges) KfW (without any warranty on the part
of KfW and without recourse to KfW) hereby reassigns to the Owner
absolutely all KfW's rights, title and interest in and to the benefit
of the CCI Assignment and all Net Sub Earnings of the said cruise
vessel which were assigned to KfW pursuant to the Original Assignment.
The said reassignment shall be deemed to have taken effect as from 17
December 1997.
2. CCI by its signature to this Deed of Reassignment hereby acknowledges
notice of the said reassignment hereby effected by KfW to the Owner
without the necessity for KfW to give a separate notice of such
reassignment to CCI.
3. This Deed of Reassignment shall be governed by and construed in
accordance with the laws of England.
IN WITNESS whereof KfW and CCI have executed this Deed of Reassignment the day
and year first before written.
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of:- )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
CELEBRITY CRUISES INC )
in the presence of:- )
