EXHIBIT 10(n)(3)
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AGREEMENT SUPPLEMENTAL TO SHAREHOLDERS' AGREEMENT
ARCHINAV HOLDINGS LTD. (1)
OVERSEAS CRUISESHIP INC. (2)
- and -
CELEBRITY CRUISE LINES INC. (3)
relating to CELEBRITY CRUISE LINES INC.
THIS AGREEMENT made the 21st day of November, 1995
BETWEEN
(1) ARCHINAV HOLDINGS LTD incorporated in the Republic of
Liberia and having its registered office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "C Shareholder");
(2) OVERSEAS CRUISESHIP INC. incorporated in the Cayman Islands
and having its registered office at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "O Shareholder"); and
(3) CELEBRITY CRUISE LINES INC. incorporated in the Cayman
Islands and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Company").
IS SUPPLEMENTAL TO the shareholders agreement (the "Original
Shareholders Agreement") dated 21st October, 1992 made between
the parties hereto and the agreement supplemental thereto dated
29th January 1993 made between the same parties (the "First
Supplemental Agreement" and together with the Original
Shareholders Agreement, the "Shareholders Agreement").
WHEREAS
(A) The parties are desirous to arrange the issue of (i) a
further 51,000 C Ordinary Shares in the Company (the "New C
Shares") to the C Shareholder in addition to the 2,550,000 C
Ordinary Shares (the "Existing C Shares") currently recorded
in the name of the C Shareholder and (ii) a further 49,000
Ordinary Shares in the Company (the "New O Shares") to the O
Shareholder in addition to the 2,450,000 O Ordinary Shares
(the "Existing O Shares") currently recorded in the name of
the O Shareholder.
(B) This Supplemental Agreement sets out the agreement of the
parties in respect of such issue.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties
hereto as follows:
1. (i) On 30th November, 1995 the C Shareholder shall
subscribe and pay for 51,000 of the New C Shares at
US$100 per share (amounting to an aggregate
subscription of US$5,100,000); and
(ii) On 30th November, 1995 the O Shareholder shall
subscribe and pay for 49,000 of the new O Shares at
US$100 per share (amounting to an aggregate
subscription of US$4,900,000).
2. Upon the subscription, payment for and issue of the New C
Shares all references to the Existing C Shares contained in
the Shareholders Agreement shall be read and construed as if
they were references to both the Existing C Shares and the
New C Shares and accordingly the definition of "Shares" in
the Shareholders Agreement shall include all such shares and
the share certificate(s) for such New C Shares shall be
deposited in the same manner as the share certificate(s) for
the Existing C Shares have been deposited pursuant to terms
of the Shareholders Agreement;
3. Upon the subscription, payment for and issue of the New O
Shares all references to the Existing O Shares contained in
the Shareholders Agreement shall be read and construed as if
they were references to both the Existing O Shares and the
New O Shares and accordingly the definition of "Shares" in
the Shareholders Agreement shall include all such shares and
the share certificate(s) for such New O Shares shall be
deposited in the same manner as the share certificates for
the Existing O Shares have been deposited pursuant to the
terms of the Shareholders Agreement.
4. The provisions of Clauses 13, 18 and 20 of the Original
Shareholders Agreement shall apply to this Supplemental
Agreement mutatis mutandis.
5. This Agreement may be executed in one or more counterparts
each of which shall be deemed an original but all of which
taken together shall constitute one and the same instrument.
IN WITNESS whereof this Agreement has been executed by the
parties hereto the day and year first above written.
SIGNED by )
)
for and on behalf of )
ARCHINAV HOLDINGS LTD )
in the presence of: )
SIGNED by )
)
for and on behalf of )
OVERSEAS CRUISESHIP INC. )
in the presence of: )
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISE LINES INC. )
in the presence of: )
