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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NCL Holding ASA
- --------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, Nominal Value Norwegian Kroner 2.30 per Share
- --------------------------------------------------------------------------------
Represented in the United States by American Depositary Shares
(Title of Class of Securities)
492693 (Ordinary Shares) / 62885310 (American Depositary Shares)
--------------------------------------------------------
(CUSIP Numbers)
Gerard Lim
- --------------------------------------------------------------------------------
Star Cruises plc
Suite 1503, Ocean Centre
5 Canton Road
Tsimshatsui, Kowloon
Hong Kong, SAR
60 33 09 26 00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Daniel S. Sternberg
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
December 14, 1999
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 62885310
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Arrasas Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
7 SOLE VOTING POWER
NUMBER OF SHARES 96,794,329
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 96,794,329
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,794,329
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 62885310
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Resorts World Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
7 SOLE VOTING POWER
NUMBER OF SHARES 10,300,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,300,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 62885310
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Genting Overseas Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
7 SOLE VOTING POWER
NUMBER OF SHARES 2,810,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,810,200
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,810,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 62885310
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Palomino Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
7 SOLE VOTING POWER
NUMBER OF SHARES 16,000,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,000,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security of the Issuer.
-----------------------
This statement relates to the Ordinary Shares, nominal value Norwegian
kroner ("NOK") 2.30 per share (the "Shares") represented in the Unites States by
American Depository Shares of NCL Holding ASA, a company incorporated under the
laws of the Kingdom of Norway (the "Company") whose principal executive offices
are located at Haakon VII's gt. 1, 0161 Oslo, Norway.
Item 2. Identity and Background.
------------------------
This statement is filed by Arrasas Limited ("Arrasas"), Resorts World
Limited ("Resorts"), Genting Overseas Holdings Limited ("Genting Overseas") and
Palomino Limited ("Palomino", and together with Arrasas, Resorts and Genting
Overseas, the "Reporting Persons"). Each of the Reporting Persons is a company
incorporated under the laws of the Isle of Man. The address of the principal
office of each of the Reporting Persons is International House, Castle Hill,
Victoria Road, Douglas, Isle of Man, British Isles IM2 4RB. The principal
business of each of the Reporting Persons is to act as an investment holding
company.
Arrasas is a wholly-owned subsidiary of Star Cruises plc, a company
incorporated under the laws of the Isle of Man ("Star"). Tan Sri Lim Goh Tong
("GT Lim"), Puan Sri Lim (nee Lee) Kim Hua ("KH Lim") and Dato' Lim Kok Thay
("KT Lim" and together with GT Lim and KH Lim, the "Controlling Persons"),
through their control of family trusts, beneficially own more than 50% of Star's
outstanding ordinary shares (the "Star Shares") and are, therefore, ultimately
in control of Arrasas.
GT Lim's business address is Wisma Genting, 28 Jalan Sultan Ismail, 50250
Kuala Lumpur, Malaysia. GT Lim is a Director of Genting Bhd, a Malaysian company
("Genting Bhd"), and a Malaysian citizen. KH Lim's business address is Wisma
Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. KH Lim is a
Director of Kien Huat Realty, a Malaysian company, and a Malaysian
citizen. KT Lim's business address is Wisma Genting, 28 Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia. KT Lim is the Managing Director of Genting Bhd,
the Chairman of Star and a Malaysian citizen. GT Lim and KH Lim are
husband and wife and KT Lim is their son.
Resorts is an indirect wholly-owned subsidiary of Resorts World Bhd
("Resorts Bhd"). Genting Bhd owns more than 50% of the outstanding shares of
Resorts Bhd. Genting Overseas is a wholly-owned subsidiary of Genting Bhd.
Palomino is a wholly-owned subsidiary of Genting International plc, a company
incorporated under the laws of the Isle of Man ("Genting International").
Genting Bhd owns more than 50% of the outstanding shares of Genting
International. GT Lim, through his control of family trusts, beneficially owns
approximately 40.5% of the outstanding shares of Genting Bhd, the remainder of
which are widely held, and he may, therefore, be deemed to be ultimately in
control of each of Resorts, Genting Overseas and Palomino.
The address of Star's principal office is Suite 1503, Ocean Centre, 5
Canton Road, Tsimshatsui, Kowloon, Hong Kong, SAR. Star's principal business is
the operation of a cruise line.
The address of Resorts Bhd's principal office is Wisma Genting, 28 Jalan
Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Resorts Bhd's principal business is
the operation of a tourist resort at Genting Highlands in Malaysia and other
ventures in the leisure, hospitality, amusement and gaming industries. The
shares of Resorts Bhd are listed on the Kuala Lumpur Stock Exchange.
The address of Genting Bhd is Wisma Genting, 28 Jalan Sultan Ismail, 50250
Kuala Lumpur, Malaysia. Genting Bhd's principal business is to act as an
investment holding and management company. The shares of Genting Bhd are listed
on the Kuala Lumpur Stock Exchange.
Attached hereto as Schedule 1 is the information required by clauses (a)
through (c) and (f) of Item 2 of Schedule 13D with respect to the executive
officers and directors of each of the Reporting Persons and Star.
During the last five years, none of the Reporting Persons, the Controlling
Persons, the other persons named in this Item 2 or, to the best knowledge of the
Reporting Persons, the persons listed in Schedule 1, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The aggregate amount of the funds used by the Reporting Persons to purchase
125,904,529 Shares was approximately NOK 4,397,988,582, inclusive of brokerage
commissions.
Arrasas purchased 96,794,329 Shares for a total amount of NOK
3,378,384,216, inclusive of brokerage commissions. Arrasas obtained such amount
from the following sources: (i) NOK 982,940,000 pursuant to a term loan
agreement among ABN-Amro Bank N.V., Arrasas, the other lenders party thereto and
the guarantors party thereto, dated December 19, 1999 (the "Term Loan
Agreement"), attached hereto as Exhibit 1 and incorporated herein by reference,
(ii) NOK 2,081,123,759 pursuant to a loan agreement between Joondalup Limited,
an affiliate of Star, and Star, dated December 20, 1999, attached hereto as
Exhibit 2 and incorporated herein by reference and (iii) NOK 314,320,457 from
internally generated funds.
Resorts purchased 10,300,000 Shares for a total amount of NOK 360,408,769,
inclusive of brokerage commissions. Resorts obtained such amount from internally
generated funds.
Genting Overseas purchased 2,810,200 Shares for a total amount of NOK
98,332,109, inclusive of brokerage commissions. Genting Overseas obtained such
amount from internally generated funds.
Palomino purchased 16,000,000 Shares for a total amount of NOK 560,863,488,
inclusive of brokerage commissions. Palomino obtained such amount from
internally generated funds.
Item 4. Purpose of Transaction.
-----------------------
Following the announcement on December 1, 1999, by Carnival Corporation of
a takeover offer for the Shares, between December 5 and December 16, 1999,
representatives of Star and the Company held several exploratory discussions
concerning the possibility for a substantial investment by Star in the Company
and the potential for a "strategic" business alliance between Star and the
Company. These discussions did not result in any agreement or understanding
between the parties.
The Reporting Persons acquired the Shares for the purpose of influencing or
obtaining control of the Company.
As a result of their having acquired more than 40% of the outstanding
Shares, the Reporting Persons have become obligated, pursuant to the Norwegian
Securities Trading Act (the "NSTA"), either to make a mandatory offer for the
purchase of the remaining outstanding Shares (the "Mandatory Offer") or reduce
their holding to below 40%. The Mandatory Offer must be made within four weeks
after the Reporting Persons first became obligated to make the Mandatory Offer
and the offer price in the Mandatory Offer must be at least as high as the
market price of Shares as of, or the highest price paid by any of the Reporting
Persons to acquire Shares during the six month period prior to, the time the
Reporting Persons first became obligated to make the Mandatory Offer - which
would result in an offer price of not less than NOK 35 per share in the
Mandatory Offer.
As required by the NSTA, on December 16, 1999, Star, on behalf
of the Reporting Persons, notified the Oslo Stock Exchange that the Reporting
Persons had become obligated to make the Mandatory Offer and that it would do so
at the minimum required offer price. Under the NSTA, this notification is
irrevocable.
The NSTA also provides that until such time as the Mandatory Offer is made,
the Reporting Persons may not exercise any rights (including voting rights) as
holders of the portion of the Shares they hold in excess of 40% (other than the
right to receive dividends and pre-emption rights).
If following consummation of the Mandatory Offer, the Reporting Persons
hold more than 90% of the outstanding Shares, the Reporting Persons (as well as
any remaining shareholder of the Company) would have the right under Norwegian
law to commence a process leading to a compulsory acquisition by the Reporting
Persons for cash of any Shares not already owned by the Reporting Persons at
price determined either by agreement or by a Norwegian court.
Except as described in this Schedule, the Reporting Persons currently have
no specific plans or proposals which relate to or would result in any of the
actions or transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule. However, the Reporting Persons, either directly
or through Star, intend to hold discussions with the board of directors and
management of the Company, to seek to participate in the direction and
management of the Company (including by seeking representation on the Company's
board of directors) and to otherwise exercise influence or control over the
Company and its business and policies, in each case commensurate with the level
of their shareholding in the Company. Accordingly, the Reporting Persons reserve
the right, from time to time, to formulate plans or proposals regarding the
Company or any of its securities and to carry out any of the actions or
transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this Schedule, to the extent deemed advisable by the Reporting
Persons.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The Reporting Persons, collectively, directly, beneficially own an
aggregate of 125,904,529 Shares, which represents approximately 50.2% of the
outstanding Shares. Of these Shares, 96,794,329, 10,300,000, 2,810,200 and
16,000,000 are directly, beneficially owned by Arrasas, Resorts, Genting
Overseas and Palomino, respectively. The Shares held by Arrasas, Resorts,
Genting Overseas and Palomino represent 38.6%, 4.1%, 1.1% and 6.4%,
respectively, of the outstanding Shares. Except for such Shares, none of the
Reporting Persons, the Controlling Persons, the other persons named in Item 2
above or, to the best knowledge of the Reporting Persons, the persons listed in
Schedule 1, beneficially own any Shares.
(b) Each of Arrasas, Resorts, Genting Overseas and Palomino has the sole
power to vote and dispose of 96,794,329, 10,300,000, 2,810,200 and 16,000,000
Shares, respectively.
(c) Schedule 2 sets forth information with respect to all transactions in
Shares effected during the last 60 days by each of the Reporting Persons, the
Controlling Persons, the other persons named in Item 2 above and, to the best
knowledge of the Reporting Persons, by any of the persons listed on Schedule 1.
All such transactions were purchases of Shares for cash effected either on the
Oslo Stock Exchange or in privately negotiated transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
-----------------------------------------
Except as set forth in this Schedule, there are no other contracts,
arrangements, understanding or relationships (legal or otherwise) among the
Reporting Persons, the Controlling Persons, the other persons named in Item 2
above or any of the persons listed on Schedule 1 or between any of such persons
and any other person, with respect to any securities of the Company, including
but not limited to, transfer or voting of any of the securities of the Company,
joint ventures, loan or options arrangements, puts or calls, guarantees of
profits, division of pledge or contingency, the occurrence of which would give
another person voting power over the securities of the Company (other than the
security provisions of the Term Loan Agreement).
Item 7. Materials to be Filed as Exhibits.
----------------------------------
Exhibit 1 Loan Agreement between ABN-Amro Bank N.V., Arrasas Limited, the
other lenders party thereto and the guarantors party thereto, dated
December 19, 1999.
Exhibit 2 Loan Agreement between Joondalup Limited and Star Cruises plc dated
December 20, 1999.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1999
ARRASAS LIMITED
By: /s/ Chong Chee Tut
------------------
Name: Chong Chee Tut
Title: Director
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1999
RESORTS WORLD LIMITED
By: /s/ William Ng Ko Seng
----------------------
Name: William Ng Ko Seng
Title: Director
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1999
GENTING OVERSEAS HOLDINGS LIMITED
By: /s/ William Ng Ko Seng
----------------------
Name: William Ng Ko Seng
Title: Director
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 23, 1999
PALOMINO LIMITED
By: /s/ William Ng Ko Seng
----------------------
Name: William Ng Ko Seng
Title: Director
<PAGE>
SCHEDULE 1-A
ARRASAS LIMITED
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, each of the individuals listed below is a
Malaysian citizen.
Name and Position with Arrasas Principal Occupation
- ------------------------------ --------------------
Chong Chee Tut, (Director) Chief Financial Officer
Star Cruises plc
Star Cruises Terminal
PO Box 288
42009, Pelabuhan Klang
Selangar Darul Eshan, Malaysia
Gerard Lim Ewe Keng, (Director) Vice President - Corporate Planning
Star Cruises plc
Star Cruises Terminal
PO Box 288
42009, Pelabuhan Klang
Selangar Darul Eshan, Malaysia
Nigel John Carter, (Director) Chartered Secretary
(British citizen) IFG International Limited,
International House, Castle
Hill, Victoria Road, Douglas,
Isle of Man,
British Isles IM2 4RB
Raymond Eugene Befroy, (Director) Chartered Secretary
(British citizen) IFG International Limited,
International House, Castle
Hill, Victoria Road, Douglas,
Isle of Man,
British Isles IM2 4RB
<PAGE>
SCHEDULE 1-B
STAR CRUISES PLC
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, each of the individuals listed below is a
Malaysian citizen.
<TABLE>
<CAPTION>
<S> <C>
Name and Position With Star Cruises Principal Occupation
- ----------------------------------- --------------------
Dato' Lim Kok Thay, (Director) Managing Director
Genting Bhd
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Colin Au Fook Yew, (President, Chief Executive Officer and President and Chief Executive Officer
Director) Star Cruises plc
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Lee Swee Hing, (Director) Executive Vice President - Gaming Operations
Star Cruises plc
1 Shenton Way
#01-02 Singapore 068803
Ng Ko Seng, (Director) General Manager
Star Cruises (HK) Limited
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
Cong Ong, (Director) Senior Vice President - Strategic Planning
(Australian citizen) Star Cruises plc
1 Shenton Way
#01-02 Singapore 068803
</TABLE>
<PAGE>
SCHEDULE 1-C
RESORTS WORLD LIMITED
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, each of the individuals listed
below is a Malaysian citizen.
<TABLE>
<CAPTION>
<S> <C>
Name and Position With Resorts Principal Occupation
- ------------------------------ --------------------
Dato' Lim Kok Thay, (Director) Managing Director
Genting Bhd
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Quah Chek Tin, (Director) Executive Director
Genting Bhd,
25th Floor, Wisma Genting,
28 Jalan Sultan Ismail,
50250 Kuala Lumpur,
Malaysia
Nigel John Carter, (Director) Chartered Secretary
(British citizen) IFG International Limited,
International House, Castle
Hill, Victoria Road, Douglas
Isle of Man,
British Isles IM2 4RB
Ng Ko Seng, (Director) General Manager
Star Cruises (HK) Limited
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
Ong Moh Pheng, (Director) Country Manager - Marketing
Genting International plc
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
</TABLE>
<PAGE>
SCHEDULE 1-D
GENTING OVERSEAS HOLDINGS LIMITED
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, each of the individuals listed below is a
Malaysian citizen.
<TABLE>
<CAPTION>
<S> <C>
NAME AND POSITION WITH GENTING OVERSEAS PRINCIPAL OCCUPATION
Dato' Lim Kok Thay, (Director) Managing Director
Genting Bhd
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Colin Au Fook Yew, (Director) President and Chief Executive Officer Star
Cruises plc
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Nigel John Carter, (Director) Chartered Secretary
(British citizen) IFG International Limited,
International House, Castle
Hill, Victoria Road, Douglas
Isle of Man,
British Isles IM2 4RB
Ng Ko Seng, (Director) General Manager
Star Cruises (HK) Limited
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
Ong Moh Pheng, (Director) Country Manager - Marketing
Genting International plc
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
</TABLE>
<PAGE>
SCHEDULE 1-E
PALOMINO LIMITED
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Unless otherwise indicated, each of the individuals listed below is a
Malaysian citizen.
<TABLE>
<CAPTION>
<S> <C>
NAME AND POSITION WITH PALOMINO PRINCIPAL OCCUPATION
Dato' Lim Kok Thay, (Director) Managing Director
Genting Bhd
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Colin Au Fook Yew, (Director) President and Chief Executive Officer, Star
Cruises plc
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Nigel John Carter, (Director) Chartered Secretary
(British citizen) IFG International Limited,
International House, Castle
Hill, Victoria Road, Douglas
Isle of Man,
British Isles IM2 4RB
Ng Ko Seng, (Director) General Manager
Star Cruises (HK) Limited
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
Ong Moh Pheng, (Director) Country Manager - Marketing
Genting International plc
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
</TABLE>
<PAGE>
SCHEDULE 2
TRANSACTIONS IN SHARES
All of the transactions described below were purchases of Shares for
cash.
<TABLE>
<CAPTION>
Reporting Number of
PERSON DATE SHARES PRICE PER SHARE 1, 2
- ------------------------ -------------------------------- ---------------------- ----------------------------------
<S> <C> <C> <C>
Arrasas Limited December 2, 1999 100,000 NOK 32.6750
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 2, 1999 150,000 NOK 32.7000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 3, 1999 250,000 NOK 31.9740
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 6, 1999 230,000 NOK 33.3043
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 8, 1999 200,000 NOK 34.4100
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 8, 1999 150,000 NOK 34.5943
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 9, 1999 8,500 NOK 32.8824
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 9, 1999 4,000,000 NOK 33.0000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 9, 1999 200,000 NOK 33.5000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 13, 1999 1,300,000 NOK 34.2376
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 13, 1999 350,000 NOK 33.6000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 13, 1999 2,500,000 NOK 33.0000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 15, 1999 12,806,071 NOK 34.9840
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 15, 1999 46,549,758 NOK 34.9940
- ------------------------ -------------------------------- ---------------------- ----------------------------------
December 16, 1999 28,000,000 NOK 35.0000
- ------------------------ -------------------------------- ---------------------- ----------------------------------
Resorts World December 14, 1999 10,300,000 NOK 34.9213
Limited
- ------------------------ -------------------------------- ---------------------- ----------------------------------
Genting December 14, 1999 2,810,200 NOK 34.9213
Overseas
Holdings
Limited
- ------------------------ -------------------------------- ---------------------- ----------------------------------
Palomino December 15, 1999 16,000,000 NOK 34.9840
Limited
- ------------------------ -------------------------------- ---------------------- ----------------------------------
</TABLE>
- --------
1 Where the price reported for a particular transaction reflects
multiple purchases, the price given is the weighted average price per
Share.
2 The prices reported do not include brokerage commissions which were
paid by the Reporting Persons.
THIS AGREEMENT for a loan is made on the 20th day of December, 1999
BETWEEN JOONDALUP LIMITED, a company incorporated in the Isle of Man
whose registered address is at International House, Castle
Hill, Victoria Road, Douglas, Isle of Man, British Isles as
"Lender";
STAR CRUISES PLC, a company incorporated in the Isle of Man
whose registered address is at International House, Castle
Hill, Victoria Road, Douglas, Isle of Man, British Isles as
"Borrower".
WHEREBY IT IS AGREED AS FOLLOWS:-
FACILITY
1. Amount
At the request of the Borrower, First Lender shall advance a sum of United
States Dollar Two Hundred and Sixty Million only (USD260,000,000-00)
("Principal Sum") respectively to the Borrower upon the terms of this
agreement.
2. Availability
2.1 The Principal Sum shall be advanced to the Borrower on 17th December,
1999 ("Advance").
3. Interest
3.1 Interest periods - ("Interest Period")
(A) Length of periods: Interest will accrue on the Advance by
reference to successive periods chosen by the First Lender and
Second Lender. These periods may be of 1,3 or 6 months or such
other period as may be mutually agreed upon.
3.2 Rate of Interest
The rate of interest applicable to an Interest Period shall be the Cost
of Funds incurred by the Lender plus 4% per annum.
3.3 Payment of Interest
Subject to clause 5.1 herein, the Borrower agrees to pay interest on
the outstanding Principal Sum and any outstanding amount due and
payable by the Borrower on the last day of each Interest Period.
3.4 Repayment
Subject to clause 5.1 herein, the Borrower agrees to repay the
principal amount borrowed on demand by the Lender.
4. Fees and Expenses
The Borrower agrees to pay all incidental costs and expenses incurred
by the Lender in connection with the loan herein granted.
5. Subordination
5.1 The Lender agree to enter into a Subordination Deed with the Borrower
and ABN AMRO Bank N.V("Security Agent") in the form approved by the
Security Agent in relation to the Loan Agreement dated 19th December,
1999 between the Borrower and the Lenders thereunder.
6. Preservation of Lenders' rights
6.1 Any indulgence given by the Lender shall not constitute or be deemed to
operate as a waiver of or prejudice the Lender's rights against the
Borrower in respect of any breach by the Borrower of its obligations
hereunder.
7. Governing law
This agreement shall be governed and construed in accordance with the
laws of the Isle of Man.
IN WITNESS HEREOF, the parties hereby execute this agreement on the date set
forth hereinabove.
/s/ Nigel John Carter
- -----------------------------
NIGEL JOHN CARTER
for and on behalf of
JOONDALUP LIMITED
/s/ Gerard Lim Ewe Keng
- ----------------------------
GERARD LIM EWE KENG
for and on behalf of
STAR CRUISES PLC
DATE: 19 DECEMBER, 1999
ARRASAS LIMITED
as borrower
THE GUARANTORS listed in Schedule 2
as guarantors
THE LENDERS listed in Schedule 1
as lenders
ABN AMRO BANK N.V.
as arranger
ABN AMRO BANK N.V.
as agent
-----------------------------------------
US$600,000,000 Term Loan Facility
-----------------------------------------
Slaughter and May
80 Raffles Place #14-04
UOB Plaza 1
Singapore 048624
SPH/PCS
<PAGE>
CONTENTS
Clause Page
- ------ ----
PART I : INTERPRETATION 2
1. Interpretation and calculations 2
PART II : THE FACILITY 10
2. The Facility 10
3. The Lenders 10
4. Fees and Expenses 11
PART III : DRAWING, INTEREST AND REPAYMENT 13
5. Advance of Funds 13
6. Interest 15
7. Repayment 16
8. Prepayment 16
PART IV: CHANGES OF CIRCUMSTANCES AND PAYMENTS 18
9. Changes of Circumstances 18
10. Payments 22
11. Late Payment 24
12. Sharing among Lenders 24
PART V : THE GUARANTEE 27
13. Guarantee 27
14. Guarantors' Indemnity 29
PART VI : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS 30
15. Representations 30
16. Delivery of Information 36
17. Financial Covenants 38
18. General Covenants 40
19. Termination Events 44
PART VI : MISCELLANEOUS 48
20. The Agent and the Arranger 48
21. Evidence, certificates and determinations 52
22. Notices 52
23. Assignment and Novation 53
24. Waivers and Amendments 54
25. Miscellaneous 56
26. Law and Jurisdiction 56
SCHEDULE 1 : LENDERS AND COMMITMENTS 58
SCHEDULE 2 : GUARANTORS 59
SCHEDULE 3 : CONDITIONS PRECEDENT 63
SCHEDULE 4 : FORM OF NOTICE FOR AN ADVANCE 67
SCHEDULE 5 : FORM OF SUBSTITUTION CERTIFICATE 69
SCHEDULE 6 : EXISTING SECURITY 71
LOAN AGREEMENT
DATE: 19 December, 1999
PARTIES
1. ARRASAS LIMITED, a company incorporated in the Isle of Man, whose
registered office is at International House, Castle Hill, Victoria
Road, Douglas, Isle of Man, British Isles, as borrower;
2. THE GUARANTORS listed in Schedule 2, as guarantors;
3. THE LENDERS listed in Schedule 1, as lenders;
4. ABN AMRO BANK N.V., as agent; and
5. ABN AMRO BANK N.V., as arranger.
BACKGROUND
At the request of the Borrower the Lenders are willing to provide a term loan
facility of up to US$600,000,000 to the Borrower on the terms of this Agreement.
The facility is to be guaranteed by the Guarantors and secured by the Charges.
The parties agree in consideration of the undertakings given to each of them in
this Agreement and, in addition, in the case of the Guarantors, of the payment
by the Agent to them of the sum of US$10 (the receipt and adequacy of which
consideration each Guarantor acknowledges) as follows:
<PAGE>
PART I : INTERPRETATION
1. Interpretation and calculations
1.1 Definitions
In this Agreement:
"Advance" means an advance made, or to be made, under Clause 5.
"Advance Date" means the date, or proposed date, of an Advance.
"Agent" means ABN AMRO Bank N.V., in its capacity as agent for the
Lenders, acting through its office at Level 9(A) Main Office Tower,
Financial Park Labuan, Jalan Merdeka 87000 Federal Territory of Labuan,
Malaysia or any other office which it may notify to the Borrower and
the Lenders. If there is a change of Agent in accordance with Clause
20.12, "Agent" will instead mean the new Agent appointed under that
Clause.
"Arranger" means ABN AMRO Bank N.V., in its capacity as arranger of
the Facility.
"Authorised Person" means a person authorised to sign documents on
behalf of an Obligor under the Finance Documents. This authority must
be given by a resolution of the directors of that Obligor and a
certified copy must be delivered to the Agent. A person will cease to
be an "Authorised Person" upon notice by the appointing Obligor to the
Agent.
"Available Commitment" means the amount of a Lender's Commitment which
is available to the Borrower. On any day it is the Lender's Commitment
on that day less that Lender's participation in all outstanding
Advances.
"Available Facility" means the aggregate amount which is available to
the Borrower under the Facility. On any day it is the Total Commitments
on that day less the Loan.
"Borrowed Monies Indebtedness" of any person means:
(A) all indebtedness of that person for borrowed money,
(B) all indebtedness under any acceptance credit opened on behalf
of that person, or in relation to any letter of credit issued
for the account of that person,
(C) all indebtedness of that person under any debenture, note,
bond, bill of exchange or commercial paper or similar
instrument,
(D) all indebtedness of that person in respect of any interest
rate or currency swap or forward currency sale or purchase or
contract for differences or other form of interest or currency
hedging transaction or option as to any of these (including
without limit caps, collars and floors),
(E) all indebtedness of that person under any finance lease,
(F) all liabilities of that person (actual or contingent) under
any guarantee, bond, security, indemnity or other agreement in
respect of any Borrowed Monies Indebtedness of any other
person, and
(G) any other liability (actual or contingent) undertaken by that
person for the purpose of raising finance.
"Borrower" means Arrasas Limited, the first party to this Agreement.
"Business Day" means a day on which banks are open for inter-bank
payments in the Federal Territory of Labuan, London and New York.
"Charges" means:
(A) the Share Pledge;
(B) the Debentures; and
(C) any other document executed in accordance with the terms of
the an existing Charge or this Agreement and expressed to be,
or to be supplemental to, a Charge.
"Commitment" means the amount which a Lender has committed to the
Facility, as set out next to its name in Schedule 1. This may be
reduced in accordance with this Agreement. In addition, the amount of a
Lender's "Commitment" may be adjusted by novation in accordance with
Clause 23.
"Commitment Expiry Date" means the date which falls ninety days after
the date of this Agreement or, if earlier, the date the Facility is
cancelled in full.
"Debenture" means each debenture or other security document in the form
approved by the Agent and the Security Agent creating fixed and
floating charges over the assets of an Obligor (save for those assets
which are subject to the Existing Security) which are to be entered
into between the Obligor and the Security Agent in accordance with the
terms of this Agreement (together the "Debentures").
"EBITDA" has the meaning described in Clause 17.1.
"Exceptional Items" has the meaning described in Clause 17.1.
"Existing Security" means the Security to secure Borrowed Monies
Indebtedness and the guarantees, indemnities and other similar
assurances or arrangements in each case in respect of Borrowed Monies
Indebtedness, in each case which have been granted by the Obligors at
the date of this Agreement details of which are set out in Schedule 6.
"Extraordinary Items" has the meaning described in Clause 17.1.
"Facility" means the loan facility provided by this Agreement.
"Finance Document" means this Agreement, the Subordination Deed, each
of the Charges and the Security Trust Deed (together the "Finance
Documents").
"General Syndication" means the syndication by the Arranger and
subsequent transfer by the Lenders originally parties to this Agreement
(the "Original Lenders") of a portion of the Total Commitments to banks
and financial institutions which were not Original Lenders to the
extent agreed between the Arranger and the Original Lenders in
consultation with the Borrower.
"Generally Accepted Accounting Principles" means accounting principles
generally accepted and adopted in the United Kingdom.
"Group" means the Parent and its Subsidiaries.
"Guarantee" means the guarantee of amounts due under this Agreement
contained in Clause 13 and the indemnity in Clause 14.
"Guarantor" means each of the persons listed in Schedule 2, the second
parties to this Agreement, (together the "Guarantors").
"Holding Company" has the meaning described in section 736 of the
Companies Act 1985.
"Instructing Group" means Lenders whose Commitments exceed 66.6% in
aggregate of the Total Commitments. If, however, an Advance has been
made, "Instructing Group" means Lenders whose participations in the
Loan exceed 66.6% in aggregate of the Loan.
"Intellectual Property Rights" means all know-how, patents, trademarks,
service marks, designs, business names, topographical or similar
rights, copyrights and other intellectual property rights and any
interests (including by way of licence) in any of the foregoing items
(in each case whether registered or not and including all applications
for the same) of any Obligor or any Subsidiary of any Obligor.
"Interest Period" means each period described in Clause 6.1.
"Lender" means a lender listed in Schedule 1 acting through the office
appearing under its name on the signature pages or any other office
which it may notify to the Agent. A lender which acquires an interest
in this Facility by way of assignment or novation will become a
"Lender" and will act through its office notified to the Agent. The
expression also includes a successor in title to a Lender. A Lender
will cease to be a "Lender" if it novates its entire interest in this
Facility.
"Lender Group Company" means a Lender or any Holding Company of a
Lender.
"LIBOR" means a rate per annum determined by the Agent and notified to
the Borrower. This rate will be applied to an outstanding amount for a
particular period. It will be determined as follows:
(A) "LIBOR" will be the rate which appears on the Screen for
dollar deposits of that amount for that period. This rate will
be determined at or about 11.00 a.m. on the day two London
Business Days prior to the first day of the period.
(B) If no rate appears on the Screen for dollar deposits of that
amount for the necessary period, "LIBOR" will be based on
the rates at which dollar deposits of that amount are
offered by the Reference Banks for that period to prime
banks in the London inter-bank market. Each Reference Bank
will notify the Agent of the rate offered by it when
requested by the Agent. This rate will be determined at or
about 11.00 a.m. on the day two London Business Days prior
to the first day of the period. The Agent will calculate the
arithmetic mean of the rates quoted by the Reference Banks
rounded upwards to five decimal places. This will be "LIBOR"
for the period. If fewer than three Reference Banks provide
the Agent with quotations for a particular period, this
method of determining "LIBOR" will not be used for that
period and Clause 9.3 applies.
(C) Notwithstanding the provisions of paragraphs (A) and (B)
above, "LIBOR" for each Interest Period which begins on or
before 7 July, 2000 shall be the rate per annum which is
determined by the Agent in accordance with the provisions of
paragraphs (A) and (B) above unless the Agent shall certify
that for any reason such determination is impracticable. In
these circumstances it shall be the rate per annum which
reflects the cost to each Lender which is participating in the
Advance to which the relevant Interest Period relates of
funding its participation in that Advance for that Interest
Period as certified to the Agent by each Lender and notified
by the Agent to the Borrower.
"Loan" means the principal amount borrowed and not repaid under the
Facility.
"London Business Day" means a day on which banks in London are open for
dealing in inter-bank deposits.
"Margin" means, in relation to any day,
(A) for the period from (and including) the date of the Agreement
until (but not including) the date which falls three months
after the date of this Agreement, 1.00% per annum;
(B) for the period from (and including) the date which falls three
months after the date of this Agreement to (but not including)
the date which falls six months after the date of this
Agreement, 1.10% per annum;
(C) for the period from (and including) the date which falls six
months after the date of this Agreement to (but not including)
the date which falls nine months after the date of this
Agreement, 1.20% per annum; and
(D) for the period from (and including) the date which falls nine
months after the date of this Agreement and thereafter, 1.30%
per annum.
"Material Adverse Effect" means any effect which would, or would be
reasonably likely to, have a material adverse effect on (i) the ability
of any Obligor to perform its obligations under the Finance Documents;
(ii) the operations, business, assets or financial condition of any
Obligor or the Group taken as a whole.
"NCL Holding" means NCL Holding ASA.
"NCL Holding Shares" means ordinary shares in the issued share capital
of NCL Holding.
"NCL Shares Purchase Price" means, in respect of any purchase or
proposed purchase of NCL Holding Shares, the aggregate amount of
purchase price which the Borrower has agreed with the seller or sellers
of those shares will be paid by it for those shares.
"Obligor" means the Borrower and each Guarantor.
"Parent" means Star Cruises PLC, a company incorporated in the Isle of
Man whose registered office is at International House, Castle Hill,
Victoria Road, Douglas, Isle of Man, British Isles.
"Potential Termination Event" means an event or state of affairs which
is mentioned in Clause 19.1 but which has not become a Termination
Event because a period has not elapsed, a notice has not been given or
a determination has not been made.
"Reference Banks" means, initially, the principal London offices of ABN
AMRO Bank N.V., Barclays Bank PLC and National Westminster Bank plc.
The Agent, following consultation with the Borrower and the Lenders,
may replace a "Reference Bank" with another Lender or an affiliate of a
Lender. This replacement will take effect when notice is delivered to
the Borrower and the Lenders.
"Repayment Date" means the date which falls 360 days after the date of
this Agreement.
"Screen" means Telerate page 3750. The Agent may nominate an
alternative source of screen rates if this page is replaced by others
which display the rates for inter-bank deposits offered by leading
banks in London.
"Security" means security of any type created or existing over any
asset. "Security" will also include retention of title arrangements,
rights to retain possession and any arrangement providing a creditor
with a prior right to an asset, or its proceeds of sale, over other
creditors in a liquidation.
"Security Agent" means ABN AMRO Bank N.V., in its capacity as security
agent for the Lenders, acting through its office at Level 9(A) Main
Office Tower, Financial Park Labuan, Jalan Merdeka 87000 Federal
Territory of Labuan, Malaysia or any other office which it may notify
to the Borrower and the Lenders. If there is a change of the Security
Agent in accordance with the terms of the Security Trust Deed,
"Security Agent" will instead means the new Security Agent appointed
under the Security Trust Deed.
"Security Trust Deed" means the security trust and agency deed in such
form as the Security Agent shall approve (acting on the instructions of
an Instructing Group) and made between the Borrower, the parties listed
in Schedule 1 and the Security Agent.
"Share Pledge" means the share pledge of all of the NCL Holding Shares
owned by the Borrower and in a form approved by the Agent (acting on
the instructions of an Instructing Group).
"Shareholder Lender" means Joondalup Limited, a wholly-owned subsidiary
of Golden Hope Limited, incorporated in the Isle of Man, as the
provider of the Shareholder Loan.
"Shareholder Loan" means the shareholder loan agreement between the
Shareholder Lender and the Parent by which a shareholder loan in the
aggregate principal amount of US$260,000,000 has been provided to the
Parent a copy of which is to be provided to the Agent as specified in
Schedule 3.
"Subsidiary" has the meaning described in section 736 of the Companies
Act 1985.
"Subordination Deed" means the subordination deed in the form approved
by the Security Agent (acting on the instructions of an Instructing
Group) and to be made between the Parent, the Shareholder Lender and
the Security Agent.
"Substitution Certificate" means a document substantially in the form
set out in Schedule 5.
"Tangible Net Worth" has the meaning described in Clause 17.1.
"Taxes" means all income and other taxes (including Value Added Tax)
and levies, imposts, duties, charges, deductions and withholdings in
the nature of or on account of tax together with interest thereon and
penalties and fees in respect thereto (if any) and any payments made on
or in respect thereof, and "Tax" and "Taxation" shall be construed
accordingly.
"Termination Event" has the meaning described in Clause 19.1.
"Total Commitments" means the aggregate of the Commitments of all the
Lenders.
"Value Added Tax" means value added tax charged in accordance with the
provisions of the Value Added Tax Act 1994, and any other similar tax
on value or turnover.
1.2 Interpretation of certain references
Unless a contrary intention is indicated:
(A) References to Clauses and Schedules are to Clauses of, and the
Schedules to, this Agreement. References to paragraphs are to
paragraphs in the same sub-clause. References to
sub-paragraphs are to sub-paragraphs in the same paragraph.
(B) References to other documents include those documents as they may be
amended.
(C) References to times are to London time.
(D) References to assets are to present and future assets and include
revenues.
(E) References to "US$", "$" and "dollars" are to U.S. dollars.
(F) References to fees or expenses include any Value Added Tax on those
fees or expenses.
(G) References to any document in "Agreed Form" are to that
document in the form agreed between the Borrower and the Agent
and initialled for that purpose by an Authorised Person in the
case of the Borrower and a duly authorised representative in
the case of the Agent.
1.3 Headings
All headings and titles are inserted for convenience only. They are to
be ignored in the interpretation of this Agreement.
1.4 Calculations
Interest and commitment fee will be calculated using the following
formula:
I= D x R x A
-
Y
where:
I = interest or commitment fee accrued;
D = the number of days in the period for which the
interest or commitment fee is to be calculated,
including the first day but excluding the last day;
R = the rate of interest or commitment fee, expressed as a
fraction;
A = the amount on which interest or commitment fee is
being calculated;
Y = 360.
Interest and commitment fee will be treated as accruing uniformly over
each period on a daily basis.
In some cases "R" or "A" may change during a period for which interest
and commitment fee is to be calculated. In this case, interest and
commitment fee will be calculated for successive periods and then
aggregated and these successive periods will be the periods during
which "R" and "A" were constant.
1.5 Reimbursements
If a party wishes to claim reimbursement of any amount to which it is
entitled it will deliver a demand to the reimbursing party. This will
set out the losses, expenses or other amounts to be reimbursed. The
reimbursing party agrees to pay those amounts to the party entitled to
them no later than two Business Days after the delivery of the
certificate to the reimbursing party. Where there is an outstanding
Termination Event, payment will instead be due on delivery of this
certificate.
<PAGE>
PART II : THE FACILITY
2. The Facility
2.1 Amount and nature
The Facility is a 360 day US$600,000,000 term loan facility under
which Advances may be made by the Lenders to the Borrower.
2.2 Purpose
The Borrower agrees to use the proceeds of the Facility to finance
purchases by it of NCL Holding Shares, subject to the terms of this
Agreement. The proceeds of the Facility shall not be used for any other
purpose.
2.3 Availability
The Borrower may borrow under the Facility after the Agent has
received all the items listed in Schedule 3 in a form satisfactory to
it.
2.4 Expiry of availability
The Borrower may not borrow under the Facility after the Commitment
Expiry Date.
2.5 Security
All amounts due under this Agreement will be secured by the Charges.
3. The Lenders
3.1 Rights and obligations
The rights and obligations of each Lender under the Finance Documents
are separate and independent from the rights and obligations of each
other Lender. A Lender may take proceedings against any Obligor on its
own without joining any other Lender to those proceedings.
3.2 Failure to perform
If a Lender fails to perform its obligations the Borrower will have
rights solely against that Lender. The obligations of the Obligors to
the Agent, the Arranger and the other Lenders will not be affected by
this failure.
3.3 Participations
The participation of a Lender in an Advance will be calculated using
the following formula:
P= C x A
-
F
where:
P = the participation of that Lender in the Advance;
C = the Available Commitment of that Lender on the Advance
Date;
F = the Available Facility on the Advance Date;
A = the amount of the Advance.
The Agent may round participations upwards or downwards to the nearest
unit of currency.
4. Fees and Expenses
4.1 Arrangement fee
The Borrower agrees to pay an arrangement fee to the Agent for the
account of the Arranger. The amount of this fee and the timing of
payment are described in a letter from the Arranger to the Borrower
dated the same date as this Agreement. It shall be for the Arranger
alone (in its absolute discretion) to determine whether any part of
this fee is to be shared with any of the Lenders.
4.2 Agency fee
The Borrower agrees to pay an agency fee to the Agent. The amount of
this fee and the timing of payment are described in a letter from the
Agent to the Borrower dated the same date as this Agreement.
4.3 Reimbursement of initial expenses
The Arranger and the Agent have incurred and will incur expenses in
connection with the arrangement of the Facility. They include legal
fees incurred in the negotiation, preparation and execution of the
Finance Documents. They also include expenses incurred (after as well
as before the signing of this Agreement, the Subordination Deed and the
Security Trust Deed) in negotiating, preparing and executing the
Charges and in perfecting the Security described in the Charges and as
part of the syndication of the Facility. The Borrower agrees to
reimburse each of the Arranger and the Agent for the amount of these
expenses.
4.4 Commitment fee
A commitment fee will accrue on the undrawn amount of the Commitment of
each Lender. This fee will accrue from the date of this Agreement until
the Commitment Expiry Date. The rate of the fee will be 0.25% per
annum. The Borrower agrees to pay the fee to the Agent for the account
of each Lender in arrear on the Commitment Expiry Date.
4.5 Documentary taxes
This sub-clause applies if any registration fee, stamp duty or other
documentary tax is required to be paid on or in connection with a
Finance Document, any document referred to in or contemplated by a
Finance Document or any judgment obtained in connection with a Finance
Document. It also applies if a fee, duty or tax is payable in order for
any of these documents to be valid, binding and enforceable or for any
of them to be admitted as evidence in court. In these circumstances the
Borrower agrees to pay the fee, duty or tax together with any interest
or penalty for late payment. Alternatively, the Agent or a Lender may
make the payment. If it does so, the Borrower agrees to reimburse the
Agent or that Lender for the amount paid and the losses and expenses
incurred as a result of the payment.
4.6 Protection of rights
The Arranger, the Agent or a Lender may incur expenses in protecting,
preserving or enforcing its rights under a Finance Document. The
Borrower agrees to reimburse the Arranger, or as the case may be, the
Agent or that Lender for the amount of these expenses.
4.7 Press announcements
Press announcements or the communications for publicity purposes
regarding the entering into of the Finance Documents will only be made
with the prior approval of the Agent. Any costs incurred in relation to
any such press announcement or other communication shall be for the
account of the Borrower.
<PAGE>
PART III : DRAWING, INTEREST AND REPAYMENT
5. Advance of Funds
5.1 Notice to the Agent
Whenever the Borrower wishes to borrow under the Facility it will
deliver a notice to the Agent. This notice must:
(A) be substantially in the form set out in Schedule 4;
(B) specify:
(i) how many NCL Holding Shares the Borrower proposes to
purchase using the proceeds of the Advance;
(ii) the price which the Borrower is to pay for each NCL
Holding Share which it proposes or has agreed to
purchase with the proceeds of the Advance, which
shall not exceed the maximum price for the purchase
of NCL Holding Shares which has been approved by the
Agent (acting on the instructions of an Instructing
Group) from time to time. Unless and until the
Borrower and the Agent agree otherwise this maximum
price shall be 35 Norwegian Kronor;
(iii) the NCL Shares Purchase Price;
(iv) any other material terms and conditions which are to
apply to the purchase; and
(v) how many NCL Holding Shares the Borrower holds as at
the date of the notice and what portion of the issued
share capital of NCL Holding this represents as of
such date;
(C) have attached to it evidence satisfactory to the Agent that
the Borrower has placed an order with a broker the identity
of which has been previously approved by the Agent for the
number of NCL Holding Shares which are specified in the
notice and that the price to be paid for those shares is the
price specified in the notice;
(D) specify the amount to be borrowed. This must be no more than
the NCL Shares Purchase Price;
(E) specify the length of the first Interest Period provided that
the first Interest Period applicable to the first Advance
shall be determined in accordance with paragraph 6.1(G); and
(F) specify the date of the borrowing. This date must be no sooner
than five Business Days after the date the Agent receives the
notice provided that for the first Advance the relevant period
may be such shorter period after the Agent receives the notice
as the Agent (acting on the instructions of an Instructing
Group) may agree. For this purpose if the Agent receives the
notice on a day which is not a Business Day or after 10.00
a.m. on a Business Day, it will be treated as having
received the notice on the following Business Day although
this shall not apply to the notice for the first Advance.
The Agent may (on the instructions of an Instructing Group) agree that
the notice for the first Advance need not comply with such requirements
of this sub-clause 5.1 as the Agent may specify.
5.2 Limitations on Advances
The following limitations apply to Advances:
(A) No Advance may exceed the undrawn amount of the Facility. This
limitation will be applied as at the Advance Date. For this
purpose, if any other requests are outstanding for Advances to
be made on or before the proposed date of the newly-requested
Advance, all Advances to which those requests relate will be
deemed to be outstanding.
(B) An Advance must be a minimum of US$25,000,000 and an integral
multiple of US$5,000,000 or be the undrawn amount of the
Facility.
(C) No more than ten Advances may be made.
(D) The Advance Date must be a Business Day before the Commitment
Expiry Date and at least five Business Days after the Facility
has become available under Clause 2.3.
5.3 Notice to the Lenders
The Agent agrees to provide details of the notice of borrowing to each
Lender by 2 p.m. on the day five Business Days before an Advance Date.
These details will also include the amount of the Lender's
participation in the Advance. In the case of the first Advance,
however, the Agent shall only be required to provide these details as
soon as reasonably practicable after it receives the notice of
borrowing.
5.4 Conditions to borrowing
The Lenders will be obliged to make an Advance to the Borrower only if:
(A) the Facility is available in accordance with Clause 2;
(B) a properly completed and signed notice of borrowing has been
received by the Agent together with the attachments thereto in
a form satisfactory to the Agent;
(C) the representations in Clause 15 are true on the Advance Date;
and
(D) there is no outstanding Termination Event or Potential
Termination Event on the Advance Date; and
(E) any conditions to further borrowing which the Agent has
notified the Borrower of pursuant to paragraph 24.2(B) shall
have been met or waived by the Agent (acting on the
instructions of an Instructing Group), whether or not subject
to conditions, in accordance with the terms of paragraph
24.2(B).
5.5 Obligation to advance funds
If the requirements of this Clause are satisfied each Lender agrees to
advance its participation in the Advance to the Borrower. The Advance
will be made on the date specified in the notice of borrowing.
5.6 Consequences of an Advance not being made
If a notice of borrowing is delivered but no Advance is made the
Lenders may incur losses and expenses as a result. The losses and
expenses may include those incurred in liquidating or otherwise
utilising amounts borrowed by the Lenders to fund the Advance. They may
also include the losses and expenses incurred in terminating
commitments relating to the funding or incurred in hedging open
positions resulting from the Advance not being made. The Borrower
agrees to reimburse each Lender for the amount of these losses and
expenses. This sub-clause does not apply if the Advance is not made by
reason of a default of a Lender.
6. Interest
6.1 Interest periods
(A) Length of Periods: Subject to paragraph 6.1(G) below, Interest
will accrue on each Advance by reference to successive periods
chosen by the Borrower. These periods may be of 1, 2, 3 or 6
months.
(B) First Advance: The first of these periods will commence on the
Advance Date and will end on the date the selected number of
months after that date.
(C) Subsequent Advances: The first period for each subsequent
Advance will commence on the Advance Date for that Advance and
will end on the last day of the current Interest Period for
the earlier Advance or Advances.
(D) Subsequent periods: Subsequent periods will commence on the
last day of the previous period and will end on the date the
selected number of months after that date. The last period
will end on the Repayment Date and may be shorter than the
other periods.
(E) Adjustments: Where a period starts on a date for which there
is no numerical equivalent in the month the selected number of
months later, it will end on the last day of that month. If
any date on which a period would otherwise end is not a
Business Day, that period will be extended to the next
Business Day, unless that next Business Day is in another
calendar month. In that event the period will end on the
previous Business Day.
(F) Failure to choose a period: The Borrower will be treated as
choosing a period of one month if it fails to select a period.
(G) Interest Period for first Advance: The Interest Period for the
first Advance shall be determined by the Agent (acting on the
instructions of an Instructing Group) and notified to the
Borrower.
6.2 Rate of interest
The rate of interest applicable during an Interest Period will be a
rate per annum equal to LIBOR for that Interest Period plus the Margin.
6.3 Payment of interest
The Borrower agrees to pay interest accrued on the Loan in arrear on
the last day of each Interest Period.
7. Repayment
The Borrower agrees to repay the Loan on the Repayment Date.
8. Prepayment
8.1 Optional prepayment
The Borrower may give notice that it will repay the whole or part of
the Loan on any day prior to the Repayment Date. This notice must
state:
(A) the date of repayment, which will be at least 30 Business Days
after the notice is received by the Agent; and
(B) the amount to be repaid, which will be a minimum of US$50
million and an integral multiple of US$50 million or the
whole of the Loan.
The Borrower agrees to repay the Loan in accordance with its notice.
Clause 9.6 applies to any repayment under this sub-clause.
8.2 No other prepayment
The Borrower may not repay the Loan early except in the manner
permitted or required by this Agreement.
8.3 No re-borrowing
No amount repaid may be re-borrowed.
<PAGE>
PART IV : CHANGES OF CIRCUMSTANCES AND PAYMENTS
9. Changes of Circumstances
9.1 Illegality
(A) Notice: Each Lender agrees to notify the Borrower if it
believes it is or will be acting illegally in relation to the
Facility. The illegality may relate to the performance of the
Lender's obligations, the maintenance of the Facility or the
Lender's funding arrangements.
(B) Cancellation and prepayment: If a Lender delivers a notice of
illegality the Commitment of that Lender will be cancelled on
the date of that notice. The Borrower agrees to repay the
participation of that Lender in the Loan on the last day of
the Interest Period during which the notice is received,
unless the Lender certifies that, because of a legal
requirement applicable to the Lender, it must be repaid
earlier. In this event the Borrower agrees to repay the
participation on the earlier date specified by the Lender.
Clause 9.6 applies to any cancellation or repayment under this
sub-clause.
9.2 Increased costs
(A) Types of increased costs: This sub-clause applies where all of
(i), (ii) and (iii) are true:
(i) Either:
(a) there is a change in a legal or other
requirement applicable to a Lender Group
Company or a change in its interpretation
or application; or
(b) a Lender Group Company complies with a
direction or request of an authority which
has power or influence over the activities
of that Lender Group Company.
(ii) As a result, any of the following occurs:
(a) a Lender Group Company incurs an expense;
(b) a Lender Group Company's effective return
from the Facility or on its overall capital
is reduced;
(c) any amount payable to a Lender Group Company
is reduced; or
(d) a Lender Group Company does not recover an
amount which would otherwise have been paid
to it.
No account will be taken of tax on the overall net
income of a Lender, or a Lender Group Company, in the
country in which it has its principal office or the
office through which it is acting for the purposes of
this Agreement.
(iii) The losses, reductions and expenses arising as a
result are wholly or partly attributable to the
Facility or the arrangements made by a Lender in
connection with the Facility.
(B) Notice: Each Lender agrees to notify the Borrower through the
Agent if it becomes aware that this sub-clause applies.
(C) Payment of additional amounts: The Borrower agrees to
reimburse each Lender for the losses, reductions and expenses
described in paragraph (A)(ii) which are attributable to the
Facility.
(D) Prepayment: If a Lender delivers a notice of increased costs
the Borrower may deliver to that Lender a notice of repayment.
The Borrower agrees to prepay the participation of that Lender
in the Loan three Business Days after the Lender receives this
notice. Clause 9.6 applies to this repayment.
9.3 Market disruption
(A) Nature of market disruption: This sub-clause applies if any of
(i), (ii), (iii) or (iv) is true:
(i) The Agent believes that there are no reasonable means
to ascertain LIBOR because of circumstances in the
London inter-bank market. This determination may only
be made after consultation with the Reference Banks.
(ii) Lenders with Commitments exceeding 35% of the Total
Commitments, or with participations exceeding 35% of
the Loan, notify the Agent that they believe that
LIBOR would not reflect fairly the cost to them of
funding an amount outstanding under this Agreement.
(iii) LIBOR cannot be determined because fewer than three
Reference Banks provide quotations.
(iv) Lenders with Commitments exceeding 35% of the Total
Commitments, or with participations exceeding 35% of
the Loan, notify the Agent that they are unable to
fund their participation in the Loan in the London
interbank market.
(B) Notice: The Agent agrees to notify the Borrower and the
Lenders if this sub-clause applies.
(C) Alternative interest rate arrangements: If the Agent delivers
a notice of market disruption each of the following applies:
(i) The means of determining the rates of interest
applicable to the Facility will be suspended. Instead
the Borrower agrees to pay interest to the Lenders in
the manner requested by the Agent. A request by the
Agent may specify periods to be used for the
computation of interest. It must also specify the
rate of interest to apply for a period. This rate
will be the rate determined by the Agent to reflect
the cost to each Lender of funding for the period
plus the Margin. In order to assist the Agent in this
determination each Lender agrees to provide to the
Agent any information which the Agent may request. If
this information is received by the Agent within any
time period specified by the Agent it will be taken
into account by the Agent in making its
determination.
(ii) The Borrower and the Agent will negotiate the terms of
an alternative arrangement for determining a rate of
interest for the Facility. The negotiations will be
carried on in good faith. Neither party is bound to
continue the negotiations after the date 30 days after
the Borrower receives the Agent's notice. If agreement
is reached and if it is approved by all the Lenders
the rate of interest will be determined in accordance
with the agreement. Sub-paragraph (i) will not apply
to the extent that it is expressly excluded by this
agreement.
(iii) If the circumstances described in paragraph (A) cease
to apply the Agent will notify the Borrower and the
Lenders. The notice will specify the transitional
arrangements proposed by the Agent. The Borrower
agrees to pay interest to the Lenders in the manner
described in this notice unless a different
arrangement is agreed by the Agent and the Borrower
and approved by all the Lenders. In this case the
Borrower agrees to pay interest to the Lenders in the
manner agreed.
(D) Prepayment: If this sub-clause applies, the Borrower may
deliver a notice of repayment to the Agent. The Borrower
agrees to prepay the Loan three Business Days after the Agent
receives this notice. Clause 9.6 applies to this repayment.
9.4 Withholdings
(A) Withholdings and deductions: This sub-clause applies if an
Obligor is required by law to make a payment under a Finance
Document net of a withholding or deduction. It also applies if
the Agent is required by law to make a payment to a Lender
under a Finance Document net of a withholding or deduction.
(B) Notice: Each Obligor agrees to notify the Agent if it becomes
aware that this sub-clause applies. The Agent agrees to notify
the Borrower and the Lenders if it becomes aware that this
sub-clause applies to any payments to be made by it.
(C) Grossing up: Each Obligor agrees to increase the amount of any
payment which is subject to a withholding or deduction. This
applies both where the withholding or deduction is required on
the payment by the Obligor itself and where it is required on
the payment by the Agent. As a result of this increase the
person entitled to the payment will be entitled to receive the
same amount it would have received if there had been no
withholding or deduction.
(D) Payment of tax: Each Obligor agrees to pay to the appropriate
authority all amounts withheld or deducted by it. If a receipt
or other evidence of payment can be issued, the relevant
Obligor agrees to deliver this to the Agent as soon as
practicable.
(E) Prepayment: If the Borrower or the Agent delivers a notice of
withholding or deduction the Borrower may deliver to the Agent
a notice of repayment. This notice may relate to any part of
the Loan which is subject (or the interest on which is
subject) to the withholding or deduction. The Borrower agrees
to prepay the Loan (or the part of it which is affected) three
Business Days after the Agent receives this notice. Clause 9.6
applies to this repayment.
9.5 Taxes etc. on a Lender
This sub-clause applies if any Lender or the Agent on its behalf is
liable to pay any tax or other amount on or by reference to any sum
payable to it under a Finance Document. The Obligors agree to reimburse
that Lender or the Agent for that liability. This sub-clause does not
however apply where the liability is for tax on the net income of a
Lender or the Agent which is imposed by the jurisdiction in which its
principal office is situated.
9.6 Prepayment
This sub-clause applies if the Borrower is obliged to repay the Loan or
any part of it under this Clause or Clause 8 or Clause 19.2. In this
event the Borrower agrees to pay on the date repayment is due interest
accrued on the Loan (or the amount to be repaid) up to that date. If
the date repayment is due is not the last day of an Interest Period,
the Borrower will reimburse each affected Lender for the losses and
expenses that Lender has incurred, or will incur, as a result. These
losses and expenses may include those incurred in liquidating or
otherwise utilising amounts borrowed by that Lender to fund the Loan.
They may also include losses and expenses incurred in hedging open
positions resulting from the repayment.
10. Payments
10.1 Method and timing of payments
All payments under the Finance Documents must be made in immediately
available funds in dollars. Each payment must be received by 11.00 a.m.
(New York time) on the due date. Each payment must be for value on the
due date.
10.2 Payments through the Agent
(A) Normal arrangements: All payments by an Obligor or by a Lender
under this Agreement will be made through the Agent. Each
payment will be made to the account of the Agent with ABN AMRO
Bank N.V., New York, account number 661001121541. The Agent
will pay on an amount received as soon as the Agent has
ascertained that it has been received.
(B) Alternative arrangements: If the Agent believes that it is, or
will be, illegal or impossible for it to pay on to a Lender in
accordance with paragraph (A), it agrees to notify the
Borrower and that Lender. In this case the Borrower and that
Lender may agree alternative arrangements for payments to be
made to that Lender. Paragraph (A) will not apply to the
extent excluded by those alternative arrangements. That Lender
agrees to provide notice of the arrangements to the Agent and
will notify the Agent of payments in accordance with Clause
12.1.
10.3 Payments to the Borrower
Each payment by the Agent to the Borrower will be made to the account
of the Borrower with ABN AMRO Bank N.V., Labuan branch, account number
C261S001.
10.4 Payments to the Lenders
Each payment by the Agent to a Lender will be made to the account of
that Lender notified to the Agent for this purpose.
10.5 Change of account
The Borrower or a Lender may change its receiving account by not less
than five Business Days' notice to the Agent. The Agent may change its
receiving account by not less than five Business Days' notice to the
Borrower and the Lenders.
10.6 Refunding of payments by the Agent
This sub-clause applies if the Agent makes a payment out in the
mistaken belief that it has received or will receive an incoming
payment on a particular day. In this case the person which received the
payment from the Agent agrees to return it. It will also reimburse the
Agent for all losses and expenses incurred by the Agent as a result of
the payment. This sub-clause does not affect the rights of the person
which received the payment against the person which failed to make the
payment to the Agent.
10.7 Non-Business Days
If a payment would be due on a non-Business Day the payment obligation
will be deferred until the next Business Day, unless the next Business
Day is in another calendar month. Where it is in another calendar
month, the payment obligation will be brought forward to the previous
Business Day. Interest and commitment fee will be adjusted accordingly.
10.8 Payment in full
All payments by each Obligor will be made in full and without set-off
or counterclaim. No payment will be made net of a withholding or
deduction, unless this is required by law. In this event Clause 9.4
applies.
10.9 Set-off
If an Obligor owes money under a Finance Document the person to whom it
is owed may set off this obligation against any moneys owed by that
party to the Obligor. The moneys owed by that party may be in a
different currency, arise on a separate transaction or involve another
branch. This sub-clause applies even where amounts are not due and
payable, if there is an outstanding Termination Event or Potential
Termination Event. Where amounts are in different currencies the person
to whom money is owed under a Finance Document may convert amounts into
the same currency using the then current exchange rate. If a Lender
sets off an obligation under a Finance Document, that Lender agrees to
notify the Agent promptly. The notice will provide details of the
amount set-off.
11. Late Payment
11.1 Default interest
Each Obligor agrees to pay interest on all amounts unpaid under a
Finance Document after their due date for payment. This interest will
be computed by reference to successive periods selected by the Agent.
The first of these periods will start on the due date for payment of
the unpaid amount. The rate of interest applicable during each of these
periods will be a rate per annum equal to 1% plus LIBOR for that period
plus the Margin. This interest will be paid in arrear on the last day
of each of these periods and on the date of payment of the unpaid
amount. Interest will be due under this sub-clause both before and
after judgment.
11.2 Indemnity
If an Obligor fails to make a payment on the due date the Obligors
agree to reimburse the person entitled to the payment for the losses
and expenses (including loss of profit) that person incurs, or will
incur, as a result. The computation of these losses and expenses will
take into account any amount received under Clause 11.1.
12. Sharing among Lenders
12.1 Notice
If an amount due to a Lender (the "Recipient") under a Finance Document
is discharged other than by payment through the Agent, the Recipient
agrees to notify the Agent. This may occur because of the exercise of a
right of set-off, by virtue of a combination of accounts or because of
a voluntary or involuntary payment by any Obligor direct to that
Recipient. The notification will provide details of the amount
discharged and will be delivered no later than ten Business Days after
the discharge.
12.2 Determination by the Agent
Where a Lender has issued a notice under Clause 12.1 the Agent will
determine what payments, if any, are due under Clause 12.4. This
determination will be made on the basis of the information contained in
all the notices delivered to the Agent under Clause 12.1. The
determination will be notified to the Borrower and the Lenders.
12.3 Litigation
In determining the amount due under Clause 12.4 no account will be
taken of an amount due to a Lender which has declined to participate in
legal proceedings which resulted in the payment described in Clause
12.1. This only applies if that Lender could have joined in the
proceedings or could have instituted its own proceedings, but failed to
do so.
12.4 Payment to the Agent
The Recipient agrees to pay to the Agent an amount calculated as
follows:
P = D (X - Y)
where
P = the amount payable to the Agent
D = the aggregate amount due to the Recipient out of which
an amount has been discharged
X = the fraction of D which has been discharged
Y = the fraction which has been discharged, if any, of
the aggregate amount due to the Lender who, amongst
the Lenders has the greatest proportion of the
aggregate amount due to it still outstanding.
This amount will be paid no later than five Business Days after receipt
of a notice from the Agent under Clause 12.2.
12.5 Obligations of each Obligor
Any amount due to the Recipient which would otherwise have been
discharged as described in Clause 12.1 will be treated as not having
been discharged to the extent of an amount which is or will be payable
under Clause 12.4 as a result. Accordingly the Obligors agree to pay
this amount to the Recipient as if it had not been discharged. This
payment is required to be made whether or not the Agent has issued a
determination under Clause 12.2.
12.6 Distribution
The Agent agrees to distribute to the Lenders the amount received by it
under Clause 12.4 as if that amount had been received from the Borrower
in discharge of an amount due under the Agreement. The Borrower will
then be treated as having paid that amount.
12.7 Recovery
This sub-clause applies if an amount discharged as described in Clause
12.1 is recovered from, or is required to be repaid by, the Recipient.
In this case each Lender which received the benefit of a payment made
under Clause 12.4 agrees to repay to the Recipient the amount it
received. Each of these Lenders will also reimburse the Recipient for
any interest or other losses or expenses which the Recipient has
incurred in connection with the discharged amount or its recovery or
repayment. The rights and obligations of the parties shall be restored
to the position before any payment became due under Clause 12.4.
<PAGE>
PART V : THE GUARANTEE
13. Guarantee
13.1 Guarantee
Each Guarantor guarantees the due and punctual performance of all
obligations of the Borrower under this Agreement. This Guarantee is
unconditional and irrevocable.
13.2 Agreement to pay
Each Guarantor agrees to pay on demand each amount due by the Borrower
which is unpaid. The demand may be made at any time on or after the due
date for payment. Payment will be made in the same currency as the
amount due by the Borrower.
13.3 Continuing Guarantee
This Guarantee is a continuing guarantee. No payment or other
settlement will discharge each Guarantor's obligations until the
Borrower's obligations have been discharged in full.
13.4 Other guarantees and Security
This Guarantee is in addition to, and independent of, any other
guarantee or Security.
13.5 Enforcement
This Guarantee may be enforced before any steps are taken against the
Borrower or under any other guarantee or Security.
13.6 Preservation of rights
This Guarantee will be discharged only by the receipt of payment in
full. It will not be discharged by any other action, omission or fact.
Each Guarantor's obligations will, therefore, not be affected by any of
the following happening.
(A) The obligations of the Borrower are or become void, invalid,
illegal or unenforceable.
(B) There is any change, waiver or release of the Borrower's
obligations.
(C) Any concession or time is given to the Borrower.
(D) The Borrower is wound up or reorganised.
(E) There is any change in the condition, nature or status of the
Borrower.
(F) Any of the above events occur in relation to another guarantor
or provider of Security or the obligations of that guarantor
or provider.
(G) There is any failure to take, retain or enforce any other
guarantee or Security.
(H) Any circumstances affect or prevent recovery of amounts due by
the Borrower.
(I) Any other matter exists which might discharge a Guarantor.
Any receipt from any person other than a Guarantor will reduce the
outstanding balance only to the extent of the amount received.
13.7 Representations of a Guarantor
Each Guarantor confirms that it does not have the benefit of any
Security in respect of this Guarantee.
13.8 Covenants of a Guarantor
The Guarantor agrees as follows:
(A) Security: It will not have the benefit of any Security in
respect of this Guarantee. If, in breach of this paragraph, it
at any time has the benefit of any Security, it will hold that
Security on trust for the Agent and the Lenders.
(B) Exercise of rights: No Guarantor will:
(i) take the benefit of any right against the Borrower or
any other person in respect of amounts paid under this
Guarantee; or
(ii) claim or exercise against the Borrower any right to
any payment (whether or not in connection with this
Agreement).
(C) Competing proof: An Instructing Group may request a Guarantor
to submit a proof for amounts due to it by the Borrower or any
other Guarantor. Each Guarantor agrees to submit a proof
promptly in accordance with this request. All amounts received
in respect of this proof will be held by that Guarantor on
trust for the Agent and the Lenders.
The obligations in this sub-clause will cease to have effect when the
Facility has ceased to be available and there are no amounts
outstanding under the Facility.
13.9 Suspense account
Any amount received under this Guarantee or in connection with amounts
due by the Borrower may be placed on suspense account. Suspense
accounts may be held by the Agent or by a Lender. While the amounts are
in the suspense account the Agent or any Lender may claim and recover
amounts from the Borrower and any other guarantor as if the amount in
the suspense account had not been received. Amounts may be taken out of
a suspense account by the person holding that account at any time.
13.10 Discharge conditional
Any settlement with, or discharge of, a Guarantor will be subject to a
condition. This condition is that the settlement or discharge will be
set aside if any prior payment, or any other guarantee or Security, is
set aside, invalidated or reduced. In this event each Guarantor agrees
to reimburse each Lender and the Agent for the value of the payment,
guarantee or Security which is set aside, invalidated or reduced.
13.11 Principal debtor
In addition to each Guarantor's obligations as a guarantor, each
Guarantor agrees to pay any amount which is not recoverable from each
Guarantor as a guarantor. Any amount due under this sub-clause will be
recoverable from each Guarantor as though the obligation had been
incurred by that Guarantor as sole or principal debtor.
14. Guarantors' Indemnity
14.1 Indemnity
Each Guarantor agrees that if the Borrower fails to make a payment
expressed to be due under the terms of this Agreement on its due date
it will reimburse the person entitled to the payment for the losses and
expenses (including loss of profit) that person incurs, or will incur,
as a result. Each Guarantor also agrees to reimburse each Lender and
the Agent for all losses and expenses arising from any obligations of
the Borrower being or becoming void, invalid, illegal or unenforceable.
14.2 Amount of loss
For the purposes of this Clause a Lender and the Agent will be treated
as having suffered a loss equal to the amount which is expressed as
being due to it by the Borrower and unpaid. If this treatment is
incorrect the Lender or the Agent will produce evidence of its loss.
<PAGE>
PART VI : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS
15. Representations
15.1 Initial representations
Each Obligor confirms that each of the following is true:
(A) Legal status: The Borrower is a company duly incorporated and
validly existing under the laws of the Isle of Man and each
Obligor is a company duly incorporated and validly existing
under the laws of the jurisdiction specified against its name
in Schedule 2.
(B) Corporate powers: It has power to own its assets and conduct
its business as it is now being conducted. It also has power
to sign and deliver those Finance Documents to which it is a
party and to exercise its rights and perform its obligations
under those Finance Documents to which it is a party.
(C) Authorisations: The signature and delivery on its behalf of
those of the Finance Documents to which it is a party and the
exercise of its rights and the performance of its obligations
under those Finance Documents to which it is a party have been
duly authorised.
(D) Binding obligations: This Agreement has been and, when
executed, the Finance Documents to which it is a party will be
duly executed and delivered by it. Its obligations described
in the Finance Documents to which it is a party are its valid
and binding obligations and will be enforceable in accordance
with their terms. Without limiting the generality of the
foregoing, each Charge to which it is party will, when
executed by it, create the security interest which that Charge
purports to create.
(E) Legality and contraventions: The signature and delivery on its
behalf of those of the Finance Documents to which it is a
party and its exercise of rights and performance of
obligations under such Finance Documents and the creation of
Security by it under the Charges:
(i) are not prohibited by law, regulation or order or by
its constitutional documents;
(ii) do not require any approval, filing, registration or
exemption; and
(iii) are not prohibited by, and do not constitute an event
of default under, and do not result in an obligation
to create Security under, any document or arrangement
to which it is a party.
save that, in the case of paragraphs (ii) and (iii) above,
when this representation and warranty is made on the date of
this Agreement (but, for the avoidance of doubt not when it is
repeated on any other date), breaches by any Obligor of the
terms of the other syndicated loan agreements to which it is a
party which were arranged by Commerzbank Aktiengesellschaft
shall be ignored for the purposes of this paragraph to the
extent that full details thereof have been provided to the
Agent before such date.
(F) Ranking of obligations: Its obligations under this Agreement
are secured by the Charges. The Charges will when executed
constitute a first priority Security interest over the assets
referred to in it which is valid and enforceable in accordance
with its terms.
(G) Borrowing limit: The borrowing of the full amount available
under this Agreement will not cause any limitation on the
powers to borrow of any member of the Group or any of their
directors to be exceeded.
(H) Correctness of information: All information supplied and to be
supplied on its behalf to the Arranger, the Agent or any
Lender in connection with the Finance Documents is true,
accurate and complete in all material respects. It is not
aware of any material facts or circumstances which have not
been disclosed to any of them which might, if disclosed,
adversely affect the decision of a person considering whether
or not to lend to the Borrower.
(I) No Termination Event: No Termination Event or Potential
Termination Event has occurred and remains unremedied provided
that, when this representation and warranty is made on the
date of this Agreement (but, for the avoidance of doubt not
when it is repeated on any other date), breaches by any
Obligor of the terms of the syndicated loan agreements to
which it is a party which were arranged by Commerzbank
Aktiengesellschaft shall be ignored for the purposes of this
paragraph to the extent that full details thereof have been
provided to the Agent before such date.
(J) Accounts:
(i) The audited consolidated profit and loss accounts of
the Group for the year ended 31 December, 1998), and
the audited consolidated balance sheet of the Group as
at that date give a true and fair view of the results
of the Group's operations and the financial position
of the Group. These were prepared in accordance with
Generally Accepted Accounting Principles consistently
applied except to the extent that the accompanying
notes provide a description of a different treatment.
(ii) The audited consolidated profit and loss accounts of
the Borrower and the audited consolidated balance
sheet of the Group most recently delivered to the
Agent (commencing with the profit and loss account
and, balance sheet first delivered after the date of
the Agreement) give a true and fair view of the
results of the Group's operations and the financial
position of the Group. These were prepared in
accordance with Generally Accepted Accounting
Principles consistently applied except to the extent
that the accompanying notes provide a description of a
different treatment.
(K) Stamp Duty: No stamp, registration or similar tax is payable,
and no filing or registration is required, in connection with
the execution, performance or enforcement of any Finance
Document.
(L) Litigation: No member of the Group is involved in any court or
litigation, dispute, arbitration, administrative regulatory or
other proceedings or enquiry which is likely to have a
Material Adverse Effect. No member of the Group is aware that
any proceedings of this kind are being considered by any other
person.
(M) No default: It is not in breach of any law, regulation,
agreement or arrangement applicable to it or any of its assets
which could reasonably be expected to have a Material Adverse
Effect.
(N) No immunity: It does not have any immunity, and its assets do
not have any immunity, for any reason, from any proceedings,
jurisdiction, or the giving of any type of relief or any
process to enforce its obligations under the Finance
Documents. If it or any of its assets may have or become
entitled to any immunity, it has effectively waived that
immunity and consented to any type of relief or remedy as
provided in Clause 26.4.
(O) Environment:
(i) It has complied with all applicable laws relating to
environmental or health and safety matters.
(ii) It is not likely that any material liability or
requirement to carry out works will arise in relation
to any of these matters.
(iii) It has delivered to the Agent a copy of the results of
all inspections, investigations, audits and
assessments regarding environmental or health and
safety matters which have been carried out in relation
to either its business or conditions at any property
owned, occupied or used at any time by it.
(P) Jurisdiction/governing law
(i) Its:
(a) irrevocable submission under Clause 26 to
the jurisdiction of the courts of England;
(b) agreement that this Agreement and the
Subordination Deed and the Security
Trust Deed are governed by English law; and
(c) agreement not to claim any immunity to which
it or its assets may be entitled,
are legal, valid and binding under the laws of the
Isle of Man and England; and
(ii) any judgment obtained in England will be recognised
and be enforceable by the courts of the Isle of Man;
(Q) Guaranteeing powers: Each Guarantor has the power to guarantee
the whole of the sums available under this Agreement. The
guaranteeing of the full amount available under this Agreement
does not contravene or exceed any guaranteeing limitation on
any Guarantor (or its directors) under its constitutional
documents or any other document to which it is a party.
(R) Security: No security exists or has been permitted to subsist
over any of its assets and it has not agreed to create or
permit to subsist any such Security, in each case except for
(i) the Charges and (ii) the Existing Security.
(S) Licences: All licences, consents and authorisations necessary
for each Obligor to conduct the business carried on by it, and
for the members of the Group to conduct the other businesses
operated by the Group, are in full force and effect.
(T) Information Memorandum: The information contained in the
final version of the document entitled "Information
Memorandum" prepared to assist in the syndication of the
Facility is true and accurate in all material respects. All
expressions of opinion and all forecasts contained in the
Information Memorandum were arrived at after careful
considerations, are fair and are based on reasonable
grounds. The projections contained in the Information
Memorandum were prepared on the basis of historical figures
which are true and accurate and represent management good
faith views of the future performance of each of the
Obligors. The Information Memorandum does not omit to
disclose any matter where failure to disclose that matter
would result in the Information Memorandum being misleading.
This representation shall only be given at the date of the
Information Memorandum.
(U) Tax liabilities: No claims are being asserted against it or
any of its Subsidiaries with respect to Taxes which are likely
to be determined adversely to it or to any such Subsidiary
which are material in the context of the Finance Documents. It
is not overdue in any material respect in the filing of any
Tax returns required to be filed by it and it has paid all
Taxes shown to be due on any Tax returns required to be filed
by it or on any assessments made against it.
(V) Ownership of assets: It and each of its Subsidiaries has good
title to or valid leases or licences of or is otherwise
entitled to use all assets which are necessary to its business
as conducted by it at the date of this Agreement or which is
conducted by it from time to time in the future.
(W) Intellectual Property Rights:
(i) It owns or has the legal right to use all the
Intellectual Property Rights which are material to the
conduct of its business from time to time or are
required by it in order for it to carry on its
business as it is being conducted and as far as it is
aware it does not, in carrying on its business,
infringe any Intellectual Property Rights of any third
party.
(ii) None of the Intellectual Property Rights which are
material in the context of its business is, to its
knowledge, being infringed nor, to its knowledge, is
there any threatened infringement of those
Intellectual Property Rights, by any third party.
(iii) All registered Intellectual Property Rights owned by
it and which are material to conduct of its business
are subsisting and all actions (including payment of
all fees) required to maintain the same in full force
and effect have been taken.
(X) Other Mandates: No member of the Group has appointed or
mandated any person other than the Arranger to arrange any
kind of syndicated loan agreement or other arrangement by
which it or any other member of the Group may incur Borrowed
Monies Indebtedness under which funds are to be made available
to the Borrower or any member of the Group or for the purposes
of acquiring shares in NCL Holding.
(Y) Millennium compliance: Each Obligor and each other member of
the Group has reviewed its operations with a view to
assessing whether, in the receipt, transmission, processing,
storage, retransmission or other utilisation of data
(whether by any Obligor, any member of the Group or any
customer, supplier or other person with whom any Obligor or
any member of the Group deals and who is material to the
operations or business of any Obligor or any member of the
Group), there is a risk that computer hardware or software
used in such operations will not, in the case of any date or
time periods occurring on or after 1 January, 2000, function
in the same manner as in respect of any date or periods
occurring prior to this date (such malfunction a "Millennium
Fault"). Based upon such a review, there is no risk that
there will be an adverse change in the financial condition
or business of any Obligor or any member of the Group by
virtue of a Millennium Fault.
(Z) Existing Security: As at the date of this Agreement, the
information set out in Schedule 6 is true and accurate and
gives details of (i) all of Security which has been granted or
allowed to subsist by each member of the Group and (ii) the
maximum amounts which may be secured by such Security or
guaranteed or indemnified thereby.
15.2 Repetition
The representations in Clause 15.1 (other than paragraphs (T) and (Z)
thereof) will be deemed repeated on the making of each Advance, on the
first day of each Interest Period. This repetition will be with
reference to the facts on that day. If on that day audited accounts for
a period subsequent to the date referred to in Clause 15.1((J)) have
been published, that sub-clause will be treated as referring to the
audited profit and loss accounts and audited balance sheets contained
in the then latest audited financial statements of the parties referred
to in that sub-clause.
15.3 Survival of representations
Each of the representations made under this Agreement will survive the
making of each Advance.
16. Delivery of Information
16.1 Periodic reports
Each Obligor agrees to deliver each of the following to the Agent as
soon as they become available and, in any event, by the latest date
indicated:
Document/Information Latest Date
- -------------------- -----------
(a) Annual audited accounts 90 days after the end of each
of the Borrower financial year
(b) Annual audited consolidated 90 days after the end of each
accounts of the Group financial year
(c) Half year unaudited accounts 60 days after the end of the first
of the Borrower half of each financial year
(d) Half year unaudited consolidated 60 days after the end of the first
accounts of the Group half of each financial year
(e) Quarterly unaudited accounts of 45 days after the end of each
the Borrower quarter of each financial year
(f) Quarterly unaudited consolidated 45 days after the end of each
accounts of the Group quarter of each financial year
(g) A certificate, signed by an At the time of delivery of each
Authorised Signatory of the set of the Group's quarterly
Borrower, confirming financial statements delivered
under paragraph (g).
(i) compliance with the
financial covenants in
Clause 17; and
(ii) that as of the date of the
certificate no Event of
Default or Potential Event
of Default has occurred.
In each case each Obligor agrees to deliver sufficient copies for the
Agent and each Lender.
16.2 GAAP
Each Obligor confirms and agrees that all accounts and balance sheets
to which Clauses 15.1((J)) and 16.1 apply have been or will be prepared
in accordance with applicable law and Generally Accepted Accounting
Principles consistently applied except to the extent that the
accompanying notes provide a description of a different treatment.
16.3 Requests
The Agent may request any Obligor to deliver to the Agent information
about any Obligor or the Group or their assets or business. Each
Obligor agrees to deliver promptly to the Agent the information
requested.
16.4 Termination Event
Each Obligor agrees to notify the Agent immediately of the occurrence
of a Termination Event or Potential Termination Event.
16.5 Litigation
Each of Obligor agrees to notify the Agent as soon as it becomes aware
that any proceedings of the kind described in Clause 15.1((L)) are
being considered by any other person.
16.6 Environment
(A) Each Obligor agrees to notify the Agent as soon as it becomes
aware that any of the following is true.
(i) Any other person is considering proceedings relating
to any material environmental or health and safety
matter connected to either its business or conditions
at any property owned, occupied or used at any time by
it.
(ii) There is (or may be) any matter of this kind which
could prejudice the Charges.
(iii) There is (or may be) any matter of this kind which
could affect the ability of any Obligor to perform its
obligations under this Agreement or the Charges.
(B) The Borrower will at its own expense deliver to the Agent any
information that the Agent may reasonably request relating to
any environmental or health and safety matter.
(C) This paragraph applies if the Borrower carries out any
investigation or audit in relation to any environmental or
health and safety matter. In this case, it agrees to deliver a
copy of the results to the Agent as soon as possible. This
obligation arises only if the matter investigated or audited
could (a) prejudice the Charges or (b) affect the ability of
any Obligor to perform its obligations under this Agreement or
the Charges.
(D) Each Obligor agrees to permit the Agent and any Lender (or any
of their agents) to visit any of the properties owned, used or
occupied by it in order to carry out any investigation or
audit in relation to any environmental or health and safety
matter.
17. Financial Covenants
17.1 Definitions
(A) In this Agreement:
"EBITDA" for any period means the profit of the Group for that
period:
(i) before taking into account all Extraordinary Items
(whether positive or negative) but after taking into
account all Exceptional Items (whether positive or
negative);
(ii) before deducting Tax, including mainstream corporation
tax and their equivalents in any relevant
jurisdiction;
(iii) before deducting amortisation of any goodwill arising
from the acquisition of NCL Holding Shares and the
amortisation of any acquisition costs (to the extent
these are capitalised);
(iv) before taking into account Interest accrued, whether
or not paid, deferred or capitalised during that
period;
(v) after deducting any gain, and adding back any loss,
relative to book value arising on the sale, lease or
other disposal of any asset during that period and
after deducting any gain, and adding back any loss,
arising on revaluation of any asset during that
period, in each case to the extent that it would
otherwise be taken into account; and
(vi) before deducting depreciation.
"Exceptional Items" has the meaning given to in FRS 3 issued
by the Accounting Standards Board of the United Kingdom, but
excluding any Extraordinary Items.
"Extraordinary Items" has the meaning given to it in FRS 3
issued by the Accounting Standards Board of the United
Kingdom, and includes those items listed in paragraph 20
thereof.
"Financial Indebtedness" on any date means the amount of
Borrowed Monies Indebtedness of the Group on that date. For
this purpose:
(i) any amounts under paragraph (D) of the definition of
"Borrowed Monies Indebtedness" in Clause 1.1 will be
excluded;
(ii) only the principal element of obligations (accounted
for as such in accordance with Generally Accepted
Accounting Principles) in respect of any finance lease
to which a member of the Borrower's Group is a party
as lessee will be taken into account under paragraph
(E) of that definition; and
(iii) no amount of Interest will be included.
"Free Cash" on any date means unencumbered, free cash which is
held within the Group on that date as determined in accordance
with Generally Accepted Accounting Principles.
"Interest" means interest and amounts in the nature of
interest.
"Net Financial Indebtedness" means Financial Indebtedness
minus Free Cash.
"Quarter" means a quarter of an Obligor's financial year.
"Tangible Net Worth" means at any time the amount (including
share premium amount) paid up or credited as paid on the
issued share capital of the Parent:
(i) plus the amount standing to the credit, or minus the
amount standing to the debit, of the capital and
revenue reserves of the Parent;
(ii) plus any amount standing to the credit and minus any
amount standing to the debit of the profit and loss
account of the Parent;
(iii) minus any amount attributable to goodwill or any other
intangible asset;
(iv) minus, to the extent included in reserves, deferred
taxation;
(v) minus any amounts attributable to minority interests
to the extent this has been included in issued share
capital.
(B) (i) All the terms defined in paragraph (A) are to be
determined in accordance with the Generally Accepted
Accounting Principles and are to be computed from the
financial statements delivered pursuant to Clause
16.1.
(ii) For the purposes of Clause 17.1 no item shall be
deducted or credited more than once in any
calculation.
17.2 Financial covenants
Each Obligor agrees to ensure that the following financial covenants
are complied with:
(A) the ratio of Net Financial Indebtedness at the end of the
relevant period to EBITDA for that period, tested each
Quarter, shall not be greater than 4:1; and
(B) the ratio of Net Financial Indebtedness at the end of the
relevant period to Tangible Net Worth for that period, tested
each Quarter, shall not be greater than 0.90:1.
The periods to be used for determining such ratios for each Quarter
will be the twelve months ending at the end of that Quarter.
18. General Covenants
18.1 Covenants
Each Obligor agrees as follows:
(A) Ranking of obligations: It will ensure that its obligations
under this Agreement are secured by the Charges and that the
Charges constitute first priority Security interests over the
assets referred to in them.
(B) Legality of performance: It will exercise its rights and
perform its obligations under the Finance Documents without
contravention of applicable laws. If approvals are required,
it will obtain and maintain them and will comply with their
terms. It will also make any necessary filings.
(C) Negative pledge: It will not create or allow to exist any
Security over any of its assets. It will also ensure that no
Subsidiary creates or allows to exist any Security over any of
its assets. This paragraph does not however apply to:
(i) the Charges; or
(ii) the Existing Security provided that the amount secured
by the Existing Security is not increased above the
amount stated or described in Schedule 6. On final
repayment of the indebtedness for which this Security
exists, this exception will cease to apply.
(D) Up-stream guarantees: It will ensure that none of its
Subsidiaries guarantees any of its obligations. This includes
a Subsidiary creating or allowing any Security to exist over
its assets to secure the performance of obligations by any
Obligor. This shall not apply to those guarantees which are in
place at the date of this Agreement and details of which are
set out in Schedule 6 or are otherwise provided in writing to
the Agent prior to the date of this Agreement.
(E) Security over NCL Holding Shares: It will ensure that all NCL
Holding Shares purchased or otherwise held by the Borrower
immediately become subject to the Security described in the
Share Pledge on the terms described in the Share Pledge.
(F) Disposal of assets: It will not dispose of any of its assets.
It will also procure that none of its Subsidiaries will
dispose of that Subsidiary's assets. This does not apply to
disposals in the ordinary course of its or a Subsidiary's
business or to disposals of obsolete or unused assets on an
arm's length basis or as waste. For these purposes, a lease is
treated as a disposal.
(G) Carry on business: It will carry on substantially the same
type of business as that carried on by it at the date of this
Agreement. This business will be conducted in accordance with
applicable law. In addition, in the case of the Borrower, it
will procure that NCL Holding carries on the business of a
cruise ship owner and operator and that it does so in
accordance with applicable law.
(H) Ranking of obligations: It will procure that its obligations
under the Finance Documents do and will rank at least pari
passu with all its other present and future unsecured
obligations, except for obligations mandatorily preferred by
law.
(I) Compliance with laws: It will obtain, maintain and comply with
and ensure that all of its Subsidiaries obtain, maintain and
complies with all applicable laws and regulations, and the
terms of all permits, authorisations and licences. This
requirement includes, amongst all other things, all laws,
regulations, permits, authorisations and licences relating to
environmental and health and safety matters.
(J) Insurance: It will maintain and will ensure that each
Subsidiary maintains insurance relating to its assets and
activities against those risks and at those levels which are
commercially prudent. Each Obligor will produce to the Agent
on request copies of all insurance policies from time to time
effected by it.
(K) Borrowings: It will not have any Borrowed Monies Indebtedness,
except:
(i) that which is outstanding under the Finance Documents;
(ii) that which is outstanding under the Shareholder Loan;
(iii) that which as at the date of this Agreement is
permitted to be outstanding under the terms of the
loan agreements to which the Obligor is a party which
are in existence at the date of this Agreement and
details of which have been provided to the Agent
before the date of this Agreement;
(iv) in the case of an Obligor, Borrowed Monies
Indebtedness in addition to the amounts described in
sub-paragraphs (i), (ii) and (iii) above, the
aggregate amount of which, when aggregated with the
Borrowed Monies Indebtedness of all of the other
Obligors (other than the Borrower) in addition to the
amounts described in sub-paragraphs (i), (ii) and
(iii), does not at any time exceed US$10 million or
its equivalent in other currencies; and
(v) in the case of the Borrower in addition to the amounts
described in sub-paragraph (i) above, the aggregate
amount of which does not at any time exceed US$5
million or its equivalent in other currencies.
(L) Debentures: It will use its best endeavours to procure that,
as soon as is possible, those persons, for whose benefit
members of the Group have granted negative pledges or
otherwise agreed not to grant Security or to limit the
Security which they are permitted to grant, shall consent to
it and each other member of the Group creating Security over
all of those of their assets which are not subject to the
Existing Security. As soon as such consent is given or to
the extent that such consent is given or to the extent that
it is otherwise able to do so or procure that any member of
the Group does so, it will procure that Debentures and other
security documents in a form and substance satisfactory to
the Agent (acting on the instructions of the Instructing
Group) are entered into by each member of the Group in
respect of all of such member's assets which are not subject
to the Existing Security.
(M) Acquisitions: It will not acquire any company, person or
business or make any investment in any company or partnership
(save for investments in other Obligors) and will not form or
acquire any Subsidiary, in each case other than in the
ordinary course of its business as conducted at the date of
this Agreement.
(N) Mergers: It will not enter into any merger or consolidation
with any other company, person or business.
(O) Loans: It will not provide loans or other credit, other than
(a) normal trade credit (which for those purposes shall
include gaming loans made in the ordinary course of its
business), (b) loans or credit to other Obligors; (c) loans or
credit to employees which are reasonable in all the
circumstances.
(P) Share Capital: It will not make any redemption, repurchase,
defeasance, return or other repayment of any of its share
capital.
(Q) Syndication: It will provide assistance to the Agent and the
Arranger in connection with the syndication of the
Facilities, and in particular (a) will assist in the
preparation of the information memorandum which is to be
prepared to assist in this process, (b) will comply with all
reasonable requests for information from potential syndicate
members made through the Agent or the Arranger, (c) will
make senior management available for meetings with and
presentations to potential syndicate members (d) will
organise visits and demonstrations for potential syndicate
members at such times as may reasonably be requested by the
Arranger and (e) when requested by the Arranger, will select
such Interest Periods in relation to any Advance as the
Arranger may specify to facilitate the syndication of the
Facilities.
(R) Purchase of NCL Holding Shares:
(i) It shall use its best endeavours to procure that the
Borrower acquires all of the issued share capital of
NCL Holding as soon as is reasonably practicable. To
the extent that the Borrower requires funds in
addition to those which may be available to it under
this Agreement or which may be or has been provided
by the Parent using the proceeds of the Shareholder
Loan to enable it to acquire all of the issued share
capital of NCL Holding, the Obligors agree that they
will procure that sufficient funds are provided to
the Borrower. These funds shall only be provided to
the Borrower from (a) existing cash held by members
of the Group which is subscribed as equity in the
Borrower or (b) new debt which is provided to the
Borrower by any person who is not a member of the
Group and which debt is subordinated to the rights of
the Lenders and the Agent under the Finance Documents
on terms which are acceptable to the Agent (acting on
the instructions of an Instructing Group).
(ii) It shall procure that the Borrower does not purchase
any NCL Holding Share for a price which is in excess
of the maximum price per NCL Holding Share which has
been approved from time to time by the Agent (acting
on the instructions of an Instructing Group).
(iii) It shall procure that no member of the Group acquires
any rights, title to, or interest in NCL Holding
Shares other than the Borrower and that all NCL
Holding Shares purchased by the Borrower are legally
and beneficially owned by the Borrower and subject to
the Share Pledge on the terms described in the Share
Pledge.
(S) Maintenance of representations: It will take all steps
necessary to ensure that the representations in Clause 15.1
remain true and correct.
(T) Clear market: Without the prior written consent of the Agent,
it will not, and it will procure that no other member of the
Group will, prior to completion of General Syndication, permit
to be announced the terms of any Borrowed Monies Indebtedness
launched or to be launched in the debt market or otherwise
agree to participate in the debt market (wherever situate).
(U) Right of first refusals: It shall procure that the Arranger is
given an exclusive first right of refusal to arrange,
underwrite or otherwise facilitate any debt or equity issue by
any member of the Group in connection with the acquisition of
NCL Holdings or any refinancing (whether by debt or equity) of
the Loan, provided that, if the terms offered by the Arranger
are not at least as competitive as the terms offered by an
independent third party acting on an arms' length basis, this
right of first refusal shall not apply. The Arranger agrees to
respond promptly (having regard to the nature of the debt or
equity issue or refinancing proposed) to any invitation made
to it to arrange, underwrite or otherwise facilitate any such
debt or equity issue or refinancing.
18.2 Duration of covenants
The obligations of the Obligors under Clauses 17 and 18 will cease to
have effect when the Facility has ceased to be available and there are
no amounts outstanding under the Facility.
19. Termination Events
19.1 Termination Events
Each of the following is a Termination Event:
(A) Non-payment: An Obligor fails to pay an amount due under a
Finance Document or any member of the Group fails to pay an
amount due under the Charges.
(B) Other defaults: An Obligor fails to perform any of its other
obligations under a Finance Document or any member of the
Group fails to perform any of its other obligations under the
Charges.
(C) Untrue representations: Any statement made, or deemed
repeated, in Clause 15, or the Charges, or in any document
delivered by any Obligor in connection with a Finance Document
or by any member of the Group in connection with the Charges,
is untrue or misleading when that statement is made or deemed
repeated.
(D) Cross default: Any Borrowed Monies Indebtedness of any
Obligor:
(i) is not paid or repaid when due or within any
applicable grace period; or
(ii) becomes capable of being declared due and payable
before its stated date of payment.
(E) Insolvency and reorganisation: Any procedure is commenced with
a view to the winding-up or re-organisation of any Obligor, or
with a view to the appointment of an administrator, receiver,
administrative receiver, trustee in bankruptcy or similar
officer in relation to any Obligor or any of its assets. This
procedure may be a court procedure or any other step which
under applicable law is a possible means of achieving any of
those results.
(F) Enforcement of security: The holder of any Security over any
of the assets of any Obligor takes any step to enforce that
Security.
(G) Attachment or distress: Any asset of any Obligor is subject to
attachment, sequestration, execution or any similar process.
(H) Inability to pay debts: Any of the following is true:
(i) Any Obligor is unable to pay its debts as they fall
due.
(ii) The value of its assets is less than the amount of its
liabilities (taking into account its contingent and
prospective liabilities).
(iii) Any Obligor admits its inability to pay its debts as
and when they fall due or seeks a composition or
arrangement with its creditors or any class of them.
(I) Insolvency equivalence: Anything analogous to any of the
events described in paragraphs ((E)) to ((H)) occurs in any
jurisdiction.
(J) Unlawfulness or repudiation: It is unlawful for any Obligor to
comply with its obligations under any Finance Document, or for
any member of the Group to comply with its obligations under
the Charges, or any such person repudiates any of those
obligations.
(K) Cessation of business: Any Obligor ceases or threatens to
cease to carry on a material part of its business.
(L) Change of control of Parent: If the following companies,
namely Golden Hope Limited, Resorts World Berhad, Genting
International plc and Genting Berhad, together with any of
their wholly-owned Subsidiaries or holding companies or
wholly-owned Subsidiaries of their holding companies, together
cease to hold more than 50% of the equity share capital of the
Parent.
(M) Litigation: Any Obligor becomes aware of, receives notice of,
or becomes or is involved in any litigation, dispute,
arbitration, administrative, regulatory or other proceedings
or enquiry which is likely to have a Material Adverse Effect.
(N) Merger or change of control of the Borrower: The Borrower or
any Obligor merges with any other person, or (other than in
the case of the Parent) ceases to be a Subsidiary of the
Parent, or one or more persons, acting either individually or
in concert, obtain control (as defined in section 840 of the
Income and Corporation Taxes Act 1988) of the Parent.
(O) Material adverse change: There is a change in the financial
condition or business of any Obligor, or the Group as a whole
which in the opinion of the Agent may have a Material Adverse
Effect.
(P) Governmental Intervention: Any governmental authority
expropriates or nationalises or compulsorily acquires or
threatens to expropriate or nationalise or compulsorily
acquire all or any part of the assets of any Obligor and this
would reasonably be expected to have a Material Adverse
Effect.
(Q) Failure of purpose: The Borrower cannot use the proceeds of
the Facility for the purpose described in Clause 2.2.
19.2 Consequences of a Termination Event
If a Termination Event occurs, the Agent may by notice to the Borrower:
(A) cancel the Facility; or
(B) demand immediate repayment of the Loan,
or both. The Agent agrees to deliver a notice under this sub-clause if
an Instructing Group instructs the Agent to do so. In the case of
cancellation the Lenders will be under no further obligation to make an
Advance. In the case of a demand for repayment the Borrower agrees to
pay the Lenders in accordance with the notice.
19.3 Indemnity
If there is a Termination Event each Obligor agrees to reimburse each
of the Agent and the Lenders for the losses and expenses it incurs, or
will incur, as a result. Clause 9.6 also applies.
19.4 Currency indemnity
This sub-clause applies where a payment due by an Obligor under or in
connection with a Finance Document is made or is required to be made in
a currency other than dollars. To the extent that the amount received,
when converted into dollars, is less than the amount due the Obligors
agree to reimburse the person entitled to the payment for the
difference. For the purposes of the computation of this amount that
person will apply to the amount received a rate of exchange prevailing
on the date of receipt. If, however, that person is unable to use the
amount received to buy dollars on the date of receipt, the rate of
exchange prevailing on the first date on which that person could buy
dollars will be used instead. The obligation in this sub-clause is a
separate and independent obligation.
19.5 Environmental indemnity
This sub-clause applies where the Agent or a Lender (or any of their
agents) incurs losses or expenses relating to any environmental or
health and safety matter. It applies only if the losses or expenses
arise from the business of any Obligor or from any property owned,
occupied or used at any time by it. Each of the Obligors agrees to
reimburse each of the Agent and the Lenders (and any of their agents)
for all these losses and expenses.
<PAGE>
PART VI : MISCELLANEOUS
20. The Agent and the Arranger
20.1 Appointment
Agent: Each Lender irrevocably appoints the Agent to act as its agent
for the purpose of the Finance Documents. The Agent is not acting as
agent of any Obligor under the Finance Documents except for the limited
purpose of signing Substitution Certificates in accordance with Clause
23.3.
20.2 Authority
The Agent is authorised to exercise the rights, powers, discretions and
duties which are specified by the Finance Documents. The Agent may also
act in a manner reasonably incidental to these matters.
20.3 Duties
In addition to the obligations of the Agent set out elsewhere in the
Finance Documents the Agent agrees as follows:
(A) Notices: The Agent will as soon as reasonably practicable
notify each Lender of the contents of each notice received
from an Obligor under a Finance Document. If the notice
affects only particular Lenders the Agent may elect to notify
only those Lenders, in which case it will do so as soon as
reasonably practicable.
(B) Other documents: When an Obligor delivers to the Agent any
other document required to be delivered under a Finance
Document, the Agent will as soon as reasonably practicable
provide a copy to each Lender. The Borrower agrees to
reimburse the Agent for the costs of preparing any copies
required for this purpose.
(C) Termination Events: The Agent will notify each Lender of any
Termination Event or Potential Termination Event. This
obligation will not arise, however, until the Agent receives
express notice with reasonable supporting evidence of the
Termination Event or Potential Termination Event. Until this
time the Agent is entitled to assume that there is no
Termination Event or Potential Termination Event. The Agent is
not required to make inquiries. Information referred to in
Clause 20.11 does not have to be disclosed under this
sub-clause.
(D) Information: The Agent will ask any Obligor to deliver to the
Agent any information reasonably requested by a Lender which
the Agent is entitled to request under Clause 16.
20.4 Powers
In addition to the powers of the Agent set out elsewhere in the Finance
Documents the Agent has the following powers:
(A) Professional advisers: The Agent may instruct professional
advisers to provide advice in connection with the Facility.
(B) Authority from Instructing Group: The Agent may take any
action which is not inconsistent with the Finance Documents
and which is authorised by an Instructing Group.
(C) Views of Instructing Group: In exercising any of its rights,
powers or discretions, the Agent may seek the views of an
Instructing Group. If it exercises those rights, powers or
discretions in accordance with those views the Agent will
incur no liability.
(D) Proceedings: The Agent may institute legal proceedings against
any Obligor in the name of those Lenders which authorise it to
take those proceedings.
(E) Compliance with law: The Agent may take any action necessary
for it to comply with applicable laws.
The Agent is not required to exercise any of these powers and will
incur no liability if it fails to do so. In the context of legal
proceedings the Agent may decline to take any step until it has
received indemnities or Security satisfactory to it.
20.5 Reliance
The Agent is entitled to rely upon each of the following:
(A) Advice received from professional advisers.
(B) A certificate of fact received from any Obligor and signed by
an Authorised Person.
(C) Any communication or document believed by the Agent to be
genuine.
The Agent will not be liable for the consequences of relying on any of
these items.
20.6 Extent of Agent's duties
(A) No other duties: The Agent has no obligations or duties other
than those expressly set out in the Finance Documents.
(B) Illegality and liability: The Agent is not obliged to do
anything which is illegal or which may expose it to liability
to any person.
(C) Not trustee: The Agent is not acting as a trustee for any
purpose in connection with the Finance Documents other than as
expressly set out in the Security Trust Deed.
20.7 Responsibility of the Lenders
Each Lender is responsible for its own decision to become involved in
the Facility and its decision to take or not take action under the
Facility. It should make its own credit appraisal of the Borrower and
the Guarantor and the terms of the Facility. Neither the Agent nor the
Arranger makes any representation that any information provided to a
Lender before or after the date of this Agreement is true. Accordingly
each Lender should take whatever action it believes is necessary to
verify that information. In addition neither the Agent nor the Arranger
is responsible for the legality, validity or adequacy of any Finance
Document. Each Lender will satisfy itself on these issues.
20.8 Limitation of liability
(A) Agent: The Agent will not be liable for any action or
non-action under or in connection with the Facility unless
caused by its gross negligence or wilful misconduct.
(B) Directors, employees and agents: No director, employee or
agent of the Agent will be liable to a Lender or any Obligor
in relation to the Facility. Each Lender and each Obligor
agree not to seek to impose this liability upon them.
20.9 Business of the Agent
Despite its role as agent of the Lenders the Agent may:
(A) participate as a Lender in the Facility,
(B) carry on all types of business with any Obligor, and
(C) act as agent for other groups of lenders to any Obligor and
other borrowers.
20.10 Indemnity
Each Lender agrees to reimburse the Agent for all losses and expenses
incurred by the Agent as a result of its appointment as Agent or
arising from its activities as Agent. These losses and expenses will
take into account amounts reimbursed to the Agent by any Obligor. The
liability of each Lender under this sub-clause will be limited to the
share of the total losses and expenses which corresponds to that
Lender's share of the Total Commitments or, if an Advance has been made
and is outstanding, the Loan. If the losses or expenses are
attributable to an activity of the Agent which relates to only some of
the Lenders the Agent may instead notify the Lenders of a different
sharing arrangement. In this case the limit of liability of a Lender
under this sub-clause will be determined by the Agent. The Lenders are
not liable for losses and expenses arising from the gross negligence or
wilful misconduct of the Agent.
20.11 Confidential information
The Agent is not required to disclose to the Lenders any information:
(A) which is not received by it in its capacity as Agent or
trustee or
(B) which it receives, with its consent, on a confidential basis.
20.12 Resignation and removal
The Agent may resign by giving notice to the Borrower and the Lenders.
The Agent may be removed by notice given by an Instructing Group to the
Agent and the Borrower. In either event the following apply:
(A) Appointment by Instructing Group: An Instructing Group may
appoint a new Agent.
(B) Appointment by the resigning Agent: If the Agent has resigned
and an Instructing Group has not appointed a new Agent within
30 days after the resigning Agent's notice, the resigning
Agent may appoint a new Agent.
(C) Mode of appointment: A new Agent will be appointed by notice
to the Borrower and the Lenders. A new Agent cannot be
appointed without its consent.
(D) Timing of appointment: If the Agent has resigned, the new
Agent will become Agent at a time agreed between the new Agent
and the resigning Agent. If no time is agreed the new Agent
will become Agent 10 Business Days after the notice referred
to in paragraph (C). Any removal or resignation of the Agent
will not be effective until a new Agent has been appointed and
accepted its appointment.
(E) Effect of appointment: Upon a new Agent becoming Agent the
resigning/removed Agent will cease to be Agent. Accordingly it
will be discharged from its obligations and duties as Agent.
It will, however, continue to be able to rely on the terms of
this Clause in respect of all matters relating to the period
of its appointment. The new Agent will assume the role of
Agent. It will have all the rights, powers, discretions and
duties of the Agent provided for in the Finance Documents.
(F) Transition: The resigning/removed Agent and the new Agent
agree to co-operate to ensure an orderly transition. The
resigning/removed Agent agrees to deliver or make available to
the new Agent all records, files and information held by it as
Agent. This obligation will not require the resigning/removed
Agent to disclose any confidential information.
20.13 The Arranger
The Arranger has no continuing role in connection with the Facility and
is not liable in respect of any matter concerning the Facility. It is
not the agent for any Lender.
21. Evidence, certificates and determinations
21.1 Evidence of debt
The Agent will maintain in its books an account showing all liabilities
accrued and payments made in relation to the Facility. Details of
amounts outstanding recorded in this account will be evidence of the
Borrower's obligations unless there is shown to be an error.
21.2 Certificates and determinations
Any certificate or determination relating to a Finance Document must
contain reasonable detail of the matter being certified or determined.
Certificates and determinations produced by a Lender or the Agent will
be conclusive unless there is an obvious error.
22. Notices
22.1 Nature of notices
No notice delivered under a Finance Document may be withdrawn or
revoked. Each notice delivered by any Obligor must be unconditional. It
must also be signed by an Authorised Person.
22.2 Delivery of notices
A notice under a Finance Document will be effective only if it is in
writing and is received. Telexes and faxes are permitted. Each notice
from an Obligor or a Lender will be delivered to the Agent. The Agent
agrees to pass on the details of notices received by it to the
appropriate recipient as soon as reasonably practicable.
22.3 Communication in English
All notices and other documents delivered under the Finance Documents
must be in English or, if not, accompanied by a translation into
English certified by an officer of the Borrower to be accurate.
Translation costs are for the account of the Borrower.
22.4 Address details
Notices will be delivered to the address of the intended recipient as
set out on the signature page. An Obligor or a Lender may change its
address details by notice to the Agent. The Agent may change its
address details by notice to the Borrower and the Lenders.
23. Assignment and Novation
23.1 The Borrower
The rights of the Borrower under this Agreement are personal to it.
Accordingly they are not capable of assignment.
23.2 Assignment by a Lender
A Lender may assign its rights under this Agreement in whole or part.
Neither the Agent nor any Lender will be obliged to treat any person to
whom a Lender makes an assignment as an assignee until that person:
(A) agrees that it will be under the same obligations as it would
have been if it had been a party to the Agreement; and
(B) agrees to pay to the Agent the fee mentioned in Clause
23.3((B)).
23.3 Novation by a Lender
A Lender (the "Existing Lender") may be released from its obligations
and surrender its rights under this Agreement to the extent that
exactly corresponding obligations and rights are assumed by another
lender (the "New Lender") in accordance with the following:
(A) The Existing Lender will deliver to the Agent a Substitution
Certificate. This must be signed by both the Existing Lender
and the New Lender and be properly completed.
(B) The Existing Lender will also arrange for the payment of a
processing fee to the Agent. The amount of this fee is US$500
(plus any reasonable expenses) unless the Agent has notified
the Lenders of a different amount which has been agreed with
an Instructing Group.
(C) The Agent will sign the Substitution Certificate no later than
five Business Days after its receipt and the payment of the
processing fee. This signature will be made on behalf of the
other Lenders, the Guarantor and the Borrower as well as
itself. Each Lender, the Guarantor and the Borrower
irrevocably authorise the Agent to sign in this manner.
(D) The Substitution Certificate will take effect on the date it
specifies. On this date:
(i) The Existing Lender is released from its obligations
and surrenders its rights to the extent described in
the Certificate.
(ii) The New Lender assumes obligations and rights exactly
corresponding to those released and surrendered by the
Existing Lender.
The Commitment of the Existing Lender will be reduced accordingly and
the New Lender will assume a Commitment of the amount of the
corresponding reduction.
23.4 Disclosure of information
A Lender may disclose to an assignee, sub-participant, or New Lender,
or to a proposed assignee, sub-participant or New Lender, any
information received by the Lender under or in connection with a
Finance Document, including a copy of a Finance Document.
24. Waivers and Amendments
24.1 Writing required
A waiver or amendment of a term of a Finance Document will be effective
only if it is in writing.
24.2 Authority of the Agent
(A) If authorised by an Instructing Group, the Agent may grant
waivers and agree amendments with the Borrower. These waivers
and amendments will be granted on behalf of the Lenders and be
binding on all of them, including those which were not part of
the Instructing Group, and the Guarantors. This sub-clause
does not authorise the Agent to grant any waiver or agree any
amendment affecting any of the following:
(i) The amount of the Facility.
(ii) The amount or method of calculation of interest.
(iii) The manner, currency or timing of repayment of the
Loan or of the payment of any other amount.
(iv) The definition of "Commitment Expiry Date".
(v) The definitions of "Borrowed Monies Indebtedness" and
"Instructing Group".
(vi) The obligations of the Lenders.
(vii) Any requirement (including the one in this sub-clause)
that all the Lenders or a certain proportion of them
consent to a matter or deliver a notice.
(viii) Clauses 3, 12 or 23.1.
Waivers or amendments affecting these matters require the
consent of all Lenders.
(B) In respect of the waiver of any of the items listed in
Schedule 3 or any conditions imposed pursuant to this
paragraph 24.2(B), the Agent may (acting on the instructions
of an Instructing Group) impose any conditions on such waiver
as it sees fit and these may include (without limitation) that
no further Advances shall be made until all such conditions
are satisfied to the Agent's satisfaction.
24.3 Expenses
The Borrower agrees to reimburse the Agent and each Lender for the
expenses they incur as a result of any proposal made by any Obligor to
waive or amend a term of a Finance Document.
25. Miscellaneous
25.1 Exercise of rights
If the Agent or a Lender does not exercise a right or power when it is
able to do so this will not prevent it exercising that right or power.
When it does exercise a right or power it may do so again in the same
or a different manner. The Agent's and the Lenders' rights and remedies
under this Agreement are in addition to any other rights and remedies
they may have. Those other rights and remedies are not affected by this
Agreement.
25.2 Counterparts
There may be several signed copies of this Agreement. There is intended
to be a single Agreement and each signed copy is a counterpart of that
Agreement.
25.3 Binding Agreement
This Agreement will be binding as between the parties who have executed
it notwithstanding that all of the parties specified in the signature
pages may not have executed it and shall being binding on those parties
with effect from the date on which they execute this Agreement.
26. Law and Jurisdiction
26.1 Law
This Agreement is to be governed by and construed in accordance with
English law.
26.2 Jurisdiction
The courts of England are to have jurisdiction to settle any disputes
in connection with the Finance Documents. This submission is
irrevocable and is for the exclusive benefit of the Lenders, the
Arranger and the Agent. It does not prevent proceedings being commenced
by any Lender, the Arranger or the Agent in the courts of any other
country or, subject to applicable law, in the courts of more than one
country at the same time. The Obligors also irrevocably waive any
objection, on the ground of forum non conveniens or on any other
ground, to proceedings in the courts of England. They also irrevocably
agree that a judgment in any proceedings brought in the courts of
England will be conclusive and binding on them and may be enforced in
any other court.
26.3 Obligors' agent for the service of process
Each Obligor irrevocably appoints Clifford Chance Secretaries Limited
of 200, Aldersgate Street, London EC1A 4JJ to be its agent for the
service of process in England. Any documentation in connection with
proceedings in the courts of England may be delivered to this agent and
in that case will be treated as delivered to that Obligor.
26.4 Waiver of immunity
Each Obligor agrees that proceedings may be taken against them in
respect of any Finance Document. In these proceedings any type of
relief or remedy may be given. The relief or remedy may concern or
affect any assets of any Obligor (regardless of their use or intended
use). If any Obligor or its assets are entitled to any immunity, this
is waived to the fullest extent permitted. Each Obligor also
irrevocably agrees not to claim any immunity for themselves or their
assets.
<PAGE>
SCHEDULE 1 : LENDERS AND COMMITMENTS
Lender Commitment
- ------ ----------
ABN AMRO Bank N.V. US$600,000,000
<PAGE>
SCHEDULE 2 : GUARANTORS
No. Company Name Country of
Incorporation
1. Star Cruise (Australia) Pty Ltd Australia
2. Grand South Limited Hong Kong
3. Star Cruise (HK) Limited Hong Kong
4. Star Cruise Travel Service Limited Hong Kong
5. American Cruises Limited Isle of Man
6. Cruise Properties Limited Isle of Man
7. Inter-Ocean Limited Isle of Man
8. Megastar Aries Limited Isle of Man
9. Megastar Aries Services Limited Isle of Man
10. Megastar Taurus Limited Isle of Man
11. Megastar Taurus Services Limited Isle of Man
12. Star Aquarius Limited Isle of Man
13. Star Aquarius Services Limited Isle of Man
14. Star Cruise (C) Limited Isle of Man
15. Star Cruise (NY) Services Limited Isle of Man
16. Star Cruise Management Limited Isle of Man
17. Star Cruise Services Limited Isle of Man
18. Star Cruise Terminal Limited Isle of Man
19. Star Cruises Investments Limited Isle of Man
20. Star Cruises PLC Isle of Man
21. Star Pisces Limited Isle of Man
22. Star Pisces Services Limited Isle of Man
23. Superstar Capricorn Limited Isle of Man
24. Superstar Aries Limited Isle of Man
25. Superstar Aries Services Limited Isle of Man
26. Superstar Express Limited Isle of Man
27. Superstar Gemini Limited Isle of Man
28. Superstar Gemini Services Limited Isle of Man
29. Superstar Leo Limited Isle of Man
30. Superstar Leo Services Limited Isle of Man
31. Superstar Libra Limited Isle of Man
32. Superstar Libra Services Limited Isle of Man
33. Superstar Sagittarius Limited Isle of Man
34. Superstar Scorpio Limited Isle of Man
35. Superstar Scorpio Services Limited Isle of Man
36. Superstar Virgo Limited Isle of Man
37. Superstar Virgo Services Limited Isle of Man
38. Superstar Taurus Limited Isle of Man
39. Glamourous Trendy Sdn Bhd Malaysia
40. Langkawi Cruise Centre Sdn Bhd Malaysia
41. Marvellous Venture Sdn Bhd Malaysia
42. Mitsuitronics Sdn Bhd Malaysia
43. Port Klang Cruise Centre Sdn Bhd Malaysia
44. Star Cruise Administrative Services Sdn Bhd Malaysia
45. Star Cruises Ship Simulator Sdn Bhd Malaysia
46. Star Cruise Shipping Agencies (M) Sdn Bhd Malaysia
47. Star Cruise Terminal Management Sdn Bhd Malaysia
48. Star Cruises Travel Service (M) Sdn Bhd Malaysia
49. Star Cruise Warehouse Sdn Bhd Malaysia
50. Star Cruises Terminal Sdn Bhd Malaysia
51. Superstar Express Sdn Bhd Malaysia
52. Genting International (Netherlands) B.V. Netherlands
53. Martley Shipping Inc. Panama
54. Strada Maritime Corp. Panama
55. Star Cruise Pte Ltd Singapore
56. Star Cruise Shipping Agencies (S) Pte Ltd Singapore
57. Star Cruise Travel Service Pte Ltd Singapore
58. S. Cruise AB Sweden
59. Laem Chabeng Cruises Centre Co. Limited Thailand
60. Star Cruise (Thailand) Limited Thailand
61. Star Cruises Administrative Services Co. Limited Thailand
62. Star Cruises Shipping & Services Co. Limited Thailand
63. Star Cruise (UK) Limited United Kingdom
64. American Cruises Inc. United States
65. Manhattan Cruises LLC United States
<PAGE>
SCHEDULE 3 : CONDITIONS PRECEDENT
1. A copy of the Certificate of Incorporation, any Certificate of
Incorporation on Change of Name and the Memorandum and Articles of
Association of each Obligor and the Shareholder Lender. This copy must
be certified by a director of that Obligor or the Shareholder Lender as
applicable, to be complete, up-to-date and in full force and effect.
2. A copy of a resolution of the directors of the Borrower approving the
Facility, authorising the signature and delivery of the Finance
Documents and approving the borrowing of the Total Commitments and the
execution and delivery of the Charges. The resolution must also appoint
persons to sign notices on behalf of the Borrower under the Finance
Documents. The copy must be certified by a director of the Borrower to
be a true copy of a duly passed resolution which is in full force and
effect.
3. A copy of a resolution of the directors of each of the Guarantors
(other than the Parent) approving the giving of the Guarantee, and
authorising the signature and delivery of this Agreement. The
resolution must also appoint persons to sign notices on behalf of that
Guarantor under this Agreement. The copy must be certified by a
director of the Guarantor to be a true copy of a duly passed resolution
which is in full force and effect.
4. A copy of a resolution of the directors of the Shareholder Lender
approving the Subordination Deed and authorising the execution and
delivery of the Subordination Deed. The copy must be certified by a
director of the Shareholder Lender to be a true copy of a duly passed
resolution which is in full force and effect.
5. A copy of a resolution of the directors of the Parent approving the
execution and delivery of the Finance Documents to which it is a party
and approving the giving of the Guarantee. The resolution must also
appoint persons to sign notices on behalf of the Parent under the
Finance Documents. The copy must be certified by a director of the
Parent to be a true copy of a duly passed resolution in full force and
effect.
6. A copy of a resolution of the shareholders of each Guarantor approving
the giving of the Guarantee, and authorising the signature and delivery
of this Agreement and instructing the directors of each Guarantor to
enter into the Guarantee and dealing with such other matters as the
Agent may reasonably require. The copy must be certified by a director
of the Guarantor to be a true copy of a duly passed resolution which is
in full force and effect.
7. [Not used].
8. [Not used].
9. A certificate of the director of the Borrower to the effect that
utilisation of the Facility in full will not cause the Borrower or its
directors to be in default of any limit on borrowing.
10. A certificate of a director of each Guarantor to the effect that the
giving of the Guarantee will not cause the Guarantor or its directors
to be in default of any limit on giving guarantees.
11. Specimen signatures of all persons authorised by the resolutions
referred to in paragraphs 2 to 8 (inclusive) above. These signatures
must be certified by a director of the appointing body to be genuine.
12. The Share Pledge duly executed.
13. Completion by the parties to the Share Pledge and all steps required to
perfect the same including the completion of all filing and
registration requirements in respect thereof. This includes
registration in the Norwegian VPS-System ("Verdipapirsentralen") of the
pre-printed form "Pantseltelseserklaering" and registration at the
Companies Registry in the Isle of Man.
14. This Agreement, duly executed by all of the parties hereto.
15. The Security Trust Deed, duly executed.
16. The Subordination Deed by which the Shareholder Lender's rights under
the Shareholder Loan is to be subordinated to the Lenders', the
Arranger's and the Agent's rights under the Finance Documents on the
terms specified therein, duly executed.
17. Evidence satisfactory to the Agent that the Parent has received not
less than US$300,000,000 in cash or by value by way of:
(i) advances under shareholder loans made to the Parent where the
rights of each provider of any such loan have been
subordinated to the Lenders', the Arranger's and the Agent's
rights under the Finance Documents on terms which are
satisfactory to the Agent (acting on the instructions of an
Instructing Group). Such amounts must constitute not less than
US$260,000,000 of the US$300,000,000 referred to above;
(ii) subscription for equity in the Parent in cash received from
any person who is not a member of the Group; or
(iii) subscription for equity in the Parent in consideration of
shares or assets, in each case provided by any person who is
not a member of the Group.
The basis of valuation for each of the items referred to in paragraphs
(i), (ii) and (iii) above shall be acceptable to the Agent (acting on
the instructions of an Instructing Group).
18. A copy of the Shareholder Loan being in a form which is satisfactory to
the Agent. Each copy must be certified by a director of the Borrower to
be a true copy of the original which is in full force and effect.
19. Evidence satisfactory to the Agent that the transactions contemplated
by the Finance Documents and the purchase by the Borrower of NCL
Holding Shares will not breach the terms of any agreement, document or
arrangement to which NCL Holdings is a party or give rise to a default
thereunder.
20. Evidence satisfactory to the Agent that the entry into the Finance
Documents by each Obligor and the transactions contemplated thereby
will not breach the terms of any agreement, document or arrangement to
which such Obligor is a party or give rise to a default thereunder.
21. Legal opinions from:
(a) Slaughter and May, English legal advisers to the Arranger.
(b) Quinn Kneale, legal advisers in the Isle of Man to the
Arranger.
(c) Wikborg, Rein & Co., Norwegian legal advisers to the Arranger.
(d) a Malaysian legal adviser acceptable to the Arranger.
(e) a Singaporean legal adviser acceptable to the Arranger.
(f) a Hong Kong legal adviser acceptable to the Arranger.
(g) a legal adviser qualified to advise as to matters of the law
of the place of incorporation of Star Cruise (UK) Limited
acceptable to the Arranger.
(h) an Australian legal adviser acceptable to the Arranger.
(i) a Swedish legal adviser acceptable to the Arranger.
(j) a Thai legal adviser acceptable to the Arranger.
(k) a Panamanian legal adviser acceptable to the Arranger.
(l) a legal adviser qualified to advise as to matters of the law
of the place of incorporation of each of American Cruises Inc.
and Manhattan Cruises LLC.
22. The consolidated audited financial statements of the Parent for the year
ending 31 December, 1998.
23. The approval of any persons whose approval is required to be given to
the creation of the Security described in the Share Pledge in a form
satisfactory to the Agent.
24. A copy of a letter from Clifford Chance Secretaries Limited of 200
Aldersgate Street, London EC1A 4JJ accepting its appointment as agent
for service of process in accordance with Clause 26.3.
25. Evidence satisfactory to the Agent that the NCL Holding Shares which
are to be subject to the Share Pledge are legally and beneficially
owned by the Borrower.
26. A copy of a letter from Bugge, Arentz-Hansen & Rasmussen of Stranden 1,
PO Box 1524 Vika, 0117 Oslo 1 accepting its appointment as agent for
service of process of the Borrower in Norway in accordance with Clause
12.2 of the Share Pledge.
<PAGE>
SCHEDULE 4 : FORM OF NOTICE FOR AN ADVANCE
To: [Name of Agent]
Attention: [ ]
From: Arrasas Limited
as Borrower
Date: [ ]
Dear Sirs,
US$600,000,000 TERM LOAN FACILITY UNDER LOAN AGREEMENT DATED [ ] DECEMBER, 1999
- --------------------------------------------------------------------------------
1. We refer to the above agreement between yourselves as Agent, us as
Borrower and various other parties (the "Agreement"). Terms defined in
the Agreement have the same meaning in this notice.
2. We would like to draw an Advance under the Agreement as follows:
(a) Amount US$.........................
(b) Advance Date ......................
3. The first Interest Period should be 1 month.
4. Please pay the above Advance to account number [ ] with
[ ] in favour of ourselves.
5. We confirm that, today and on the Advance Date:
(a) the representations in Clause 15 of the Agreement are and will
be true, and
(b) there is and will be no outstanding Termination Event or
Potential Termination Event.
6. We certify that the details of the proposed purchase of NCL Holding
Shares which the proceeds of the Advance are to fund are as follows:
(a) Number of NCL Holding Shares to be purchased : [ ]
(b) Price per NCL Holding Share : [ ]
(c) NCL Shares Purchase Price : [ ]
(d) Date on which payment is to be made for the NCL Holding
Shares : [ ]
(e) Other material terms and conditions which are to apply to
the purchase: [ ]
(f) The number of NCL Holding Shares which we hold as at the date
of this notice is [ ] and this represents
[ ]% of the entire issued share capital of NCL Holding
as of such date.
(g) Name of broker through whom order for NCL Holding Shares has
been placed : [ ]
7. We certify that the price to be paid per NCL Holding Share is not
greater than the maximum price per NCL Holding Share which you have
approved pursuant to the Facility Agreement.
Yours faithfully,
for and on behalf of
Arrasas Limited
<PAGE>
SCHEDULE 5 : FORM OF SUBSTITUTION CERTIFICATE
ARRASAS LIMITED
US$600,000,000 TERM LOAN FACILITY UNDER LOAN AGREEMENT
DATED [ ] DECEMBER, 1999
SUBSTITUTION CERTIFICATE
To: [Name and address of the Agent]
This certificate is delivered to you for the purposes of Clause 23.3 of the
above Agreement (the "Agreement") under which you are currently Agent. Terms
defined in the Agreement have the same meaning in this Certificate.
Name of Existing Lender: ____________________________
Name of New Lender: ____________________________
Details of substitution:
[Insert details distinguishing between undrawn Commitment and
participation in the Loan and other amounts due under the
Facility]
Date of effect of substitution: ____________________
The substitution described above will take effect in accordance with Clause 23.3
of the Agreement.
The Existing Lender and the New Lender agree as follows:
1. The New Lender is responsible for its own decision to become involved
in the Facility. It should make its own credit appraisal of each
Obligor and the terms of the Facility. Neither the Existing Lender nor
the Agent makes any representation that any information provided to the
New Lender before or after the date of this Certificate is true.
Accordingly the New Lender should take whatever action it believes is
necessary to verify that information. In addition neither the Existing
Lender nor the Agent is responsible for the legality, validity or
adequacy of the Agreement. The New Lender will satisfy itself on these
issues.
2. There is no obligation on the Existing Lender to accept any novation or
assignment back of the rights and obligations referred to in this
certificate. The Existing Lender accepts no obligation to indemnify the
New Lender for any losses incurred as a result of a failure by the
Borrower or the Guarantor to perform its obligations or for any other
losses.
The New Lender acknowledges this is the case.
This certificate is to be governed by and construed in accordance with English
law.
Existing Lender New Lender
- --------------- ----------
[Name of Existing Lender] [Name of New Lender]
By: By:
Agent (on behalf of the other Lenders, each Obligor and itself)
[Name of Agent]
By:
Date:
Notice details for New Lender
(if it is not already a
Lender):
Address:
Fax Number:
Telex Number:
Attention:
<PAGE>
SCHEDULE 6 : EXISTING SECURITY
PART 1 - SECURITY AND GUARANTEES, INDEMNITIES AND OTHER ASSURANCES OF A SIMILAR
NATURE WHICH SUBSISTS AT THE DATE OF THIS AGREEMENT.
<TABLE>
<CAPTION>
<S> <C> <C>
DOCUMENT DATE PARTIES
Guarantee (in respect of the Leo and 22 January 1998 Star Cruises PLC ("Star") and
Virgo Loan Agreement) Commerzbank Aktiengesellschaft,
Singapore Branch ("Commerzbank").
Issue of One Debenture (in respect of 22 January 1998 Superstar Leo Limited ("Superstar
M/V Superstar Leo) Leo") and Commerzbank.
Issue of One Debenture (in respect of 22 January 1998 Superstar Virgo Limited ("Superstar
M/V Superstar Virgo) Virgo") and Commerzbank.
Charge over Shares of Superstar Leo 22 January 1998 IFG International First Nominees
Limited Ltd., IFG International Second
Nominees Ltd., Inter-Ocean Limited
and Commerzbank.
Charge over Shares of Superstar Virgo 22 January 1998 IFG International (Nominees) Ltd.,
Limited Aundyr Enmyn Ltd, Inter-Ocean
Limited and Commerzbank.
First Priority Assignment of a 25 March 1998 Superstar Leo, Superstar Virgo, Star
Shipbuilding Contract in respect of and Commerzbank.
Hull nos. S646 and S647
First Priority Assignment of a Refund 25 March 1998 Superstar Leo and Commerzbank.
Guarantee in respect of Hull no. S646
First Earnings Assignment re M/V [25 March 1998] Superstar Leo and Commerzbank -
Superstar Leo missing from bible.
Manager's Undertaking in respect of 25 March 1998 Star Cruise Management Limited and
M/V "Superstar Leo" Commerzbank.
First Preferred Panamanian Ship 25 September 1998 Superstar Leo, Commerzbank,
Mortgage in respect of M/V Superstar Norddeutsche Landesbank
Leo Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemburg (Singapore Branch)
and Commerzbank as Agent.
First Insurance Assignment re M/V 25 September 1998 Superstar Leo, Commerzbank, Norddeutsche
Landesbank Girozentrale, Kredietanstalt
Fur Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemburg (Singapore Branch)
and Commerzbank as Agent.
Operator's Undertaking in respect of 25 September 1998 Star Cruise Services Limited and
M/V Superstar Leo Commerzbank.
First Priority Assignment of a Refund 1 March 1999 Superstar Virgo and Commerzbank.
Guarantee in respect of Hull no. S647
First Earnings Assignment re M/V 1 March 1999 Superstar Virgo and Commerzbank.
"Superstar Virgo"
Manager's Undertaking in respect of 25 March 1999 Star Cruise Management Limited and
M/V "Superstar Virgo" Commerzbank.
First Preferred Panamanian Ship 3 August 1999 Superstar Virgo, Commerzbank,
Mortgage in respect of M/V Superstar Norddeutsche Landesbank Virgo Girozentrale,
Kreditanstalt Fur Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
First Insurance Assignment re M/V 3 August 1999 Superstar Virgo, Commerzbank,
Superstar Virgo Norddeutsche Landesbank Girozentrale,
Kreditanstalt Fur Wiederaufbau,
Landesbank Schleswig-Holstein
Girozentrale, Deutsche Schiffsbank
Aktiengesellschaft (Bremen and
Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Operator's Undertaking in respect of 25 September 1998 Star Cruise Services Limited and
M/V Superstar Leo Commerzbank.
First Priority Assignment of a Refund 1 March 1999 Superstar Virgo and Commerzbank.
Guarantee in respect of Hull no. S647
First Earnings Assignment re M/V 1 March 1999 Superstar Virgo and Commerzbank.
"Superstar Virgo"
Manager's Undertaking in respect of 25 March 1999 Star Cruise Management Limited and
M/V "Superstar Virgo" Commerzbank.
First Preferred Panamanian Ship 3 August 1999 Superstar Virgo, Commerzbank,
Mortgage in respect of M/V Superstar Norddeutsche Landesbank
Virgo Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein
Girozentrale, Deutsche
Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
First Insurance Assignment re M/V 3 August 1999 Superstar Virgo, Commerzbank,
Superstar Virgo Norddeutsche Landesbank Girozentrale,
Kreditanstalt Fur Wiederaufbau,
Landesbank Schleswig-Holstein
Girozentrale, Deutsche
Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Manager's Undertaking in respect of 3 August 1999 Star Cruise Management Limited and
M/V "Superstar Virgo" Commerzbank.
Operator's Undertaking in respect of 3 August 1999 Superstar Virgo Services Limited and
M/V Superstar Virgo. Commerzbank.
First Supplement to a Guarantee dated 3 August 1999 Star and Commerzbank.
22 January 1998 (in respect of the
Leo and Virgo Loan Agreement)
Guarantee in respect of the 3 August 1999 Star Cruise Services Limited and
obligations of Superstar Leo Services Commerzbank.
Limited and Star Cruise (HK) Limited
as Charterers and Superstar Leo
Services Limited as casino operator
Guarantee in respect of the 3 August 1999 Star Cruise Services Limited and
obligations of Superstar Virgo Commerzbank.
Services Limited and Star Cruise (HK)
Limited as Charterers and Superstar
Virgo Services Limited as casino
operator
First Charter and Earnings Assignment 3 August 1999 Superstar Leo and Commerzbank.
re M/V "Superstar Leo"
First Charter and Earnings Assignment 3 August 1999 Superstar Virgo and Commerzbank.
re M/V "Superstar Virgo"
Charterer's Subordination and 3 August 1999 Superstar Leo Services Limited,
Assignment re M/V "Superstar Leo" Commerzbank, Norddeutsche Landesbank
Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Charterer's Subordination and 3 August 1999 Superstar Virgo Services Limited,
Assignment re M/V "Superstar Virgo" Commerzbank, Norddeutsche Landesbank
Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank
Aktiengesellschaft (Bremen and
Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Charterer's Subordination and 3 August 1999 Superstar Virgo Services Limited and
Assignment re M/V "Superstar Virgo" Commerzbank.
Charterer's Insurance Assignment re 3 August 1999 Superstar Virgo Services Limited,
M/V "Superstar Virgo" Commerzbank, Norddeutsche Landesbank
Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank
Aktiengesellschaft (Bremen and
Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Sub-Charterer's Subordination and 3 August 1999 Star Cruise (HK) Limited and
Assignment re M/V "Superstar Leo" Commerzbank.
Sub-Charterer's Insurance Assignment 3 August 1999 Star Cruise (HK) Limited,
re M/V "Superstar Leo" Commerzbank, Norddeutsche Landesbank
Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein Girozentrale,
Deutsche Schiffsbank
Aktiengesellschaft (Bremen and
Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Sub-Charterer's Subordination and 3 August 1999 Star Cruise (HK) Limited and
Assignment re M/V "Superstar Virgo" Commerzbank.
Sub-Charterer's Insurance Assignment 3 August 1999 Star Cruise (HK) Limited,
re M/V "Superstar Virgo" Commerzbank, Norddeutsche Landesbank
Girozentrale, Kreditanstalt Fur
Wiederaufbau, Landesbank
Schleswig-Holstein
Girozentrale, Deutsche
Schiffsbank Aktiengesellschaft
(Bremen and Hamburg), Landesbank
Baden-Wurttemberg (Singapore
Branch) and Commerzbank as Agent.
Manager's Undertaking in respect of 3 August 1999 Star Cruise Management Limited and
M/V "Superstar Leo" Commerzbank.
Operator's Undertaking in respect of 3 August 1999 Superstar Leo Services Limited and
M/V "Superstar Leo" Commerzbank.
Side letter agreeing to negotiate in 26 June 1999 Star, Superstar Libra Limited
good faith to provide further ("Superstar Libra"), Superstar
security if the Lower Saxony Scorpio Limited ("Superstar
Guarantees are not in place by 15 Scorpio"), Commerzbank
August 1999 (in relation to Superstar Aktiengesellschaft as co-ordinator
Leo and Superstar Scorpio) for Commerzbank Aktiengesellschaft
(Emden Branch), Norddeutsche
Landesbank Girozentrale and
Kreditanstalt fur Wiederaufbau.
Guarantee (in respect of Superstar 26 June 1999 Star and Commerzbank International
Libra and Superstar Scorpio Loan) S.A. ("Commerzbank International").
Guarantee in respect of the 26 June 1999 Star Cruise Services Limited and
obligations of Superstar Libra Commerzbank International.
Services Limited and Star Cruise (HK)
Limited as charterers and Superstar
Libra Services Limited as casino
operator
Guarantee in respect of the 26 June 1999 Star Cruise Services Limited and
obligations of Superstar Scorpio Commerzbank International S.A.
Services Limited and Star Cruise (HK)
Limited as charterers and Superstar
Scorpio Services Limited as casino
operator
Issue of One Debenture in respect of 26 June 1999 Superstar Libra and Commerzbank
M/V Superstar Libra International.
Issue of One Debenture in respect of 26 June 1999 Superstar Scorpio and Commerzbank
M/V Superstar Scorpio International.
Charge over shares of Superstar Libra 26 June 1999 Star Cruise Terminal Limited,
Limited Inter-Ocean Limited and Commerzbank
International.
Charge over shares of Superstar 26 June 1999 IFG International (Nominees) Ltd.,
Scorpio Limited Aundyr Enmyn Limited, Inter-Ocean
Limited and Commerzbank
International.
</TABLE>
<PAGE>
PART 2 - SECURITY AND GUARANTEES, INDEMNITIES AND OTHER ASSURANCES OF A SIMILAR
NATURE WHICH THE OBLIGORS HAVE AT THE DATE OF THIS AGREEMENT CONTRACTUALLY
AGREED TO GRANT IN THE FUTURE.
<TABLE>
<CAPTION>
<S> <C>
DOCUMENT PARTIES
First Preferred Panamanian Ship Mortgage in Superstar Libra, Commerzbank Aktiengesellschaft
respect of M/V Superstar Libra (Emden Branch), Norddeutsche Landesbank
Girozentrale, Kreditanstalt
fur Wiederaufbau and others
as mortgagee and Commerzbank
International.
First Charter and Earnings Assignment re M/V Superstar Libra and Commerzbank International.
Superstar Libra
First Insurance Assignment re M/V "Superstar Superstar Libra, Commerzbank Aktiengesellschaft
Libra" (Emden Branch), Norddeutsche Landesbank
Girozentrale, Kreditanstalt
fur Wiederaufbau and others
as mortgagee and Commerzbank
International.
Manager's Undertaking in respect of M/V Superstar Star Cruise Management Limited and Commerzbank
Libra International.
Operator's Undertaking in respect of M/V Superstar Libra Services Limited and Commerzbank
Superstar Libra International.
Charterer's Subordination and Assignment in Superstar Libra Services Limited and Commerzbank
respect of M/V Superstar Libra International.
First Charterer's Insurance Assignment in respect Superstar Libra Services Limited, Commerzbank
of M/V Superstar Libra Aktiengesellschaft (Emden Branch), Norddeutsche
Landesbank Girozentrale, Kreditanstalt fur
Wiederaufbau and others as assignees and
Commerzbank International.
Sub-Charterer's Subordination and Assignment in Star Cruise (HK) Limited and Commerzbank
respect of M/V Superstar Libra International.
First Sub-Charterer's Insurance Assignment in Star Cruise (HK) Limited, Commerzbank
respect of M/V Superstar Libra Aktiengesellschaft (Emden Branch), Norddeutsche
Landesbank Girozentrale, Kreditanstalt fur
Wiederaufbau and others as assignees and
Commerzbank International.
</TABLE>
Identical documentation to that listed under
Part 2 is required on delivery of M/V
Superstar Scorpio
<PAGE>
SIGNATURES
Borrower
- --------
ARRASAS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
<PAGE>
Guarantors
STAR CRUISES PLC
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE MANAGEMENT LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
INTER-OCEAN LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
LANGKAWI CRUISE CENTRE SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR LEO LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR AQUARIUS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR PISCES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR GEMINI LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MEGASTAR ARIES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MEGASTAR TAURUS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MEGASTAR TAURUS SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR LIBRA LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR SCORPIO LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR VIRGO LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
AMERICAN CRUISES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (NY) SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR AQUARIUS SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR PISCES SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR GEMINI SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MEGASTAR ARIES SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (C) LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR LEO SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR LIBRA SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR VIRGO SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR CAPRICORN LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR EXPRESS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR ARIES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR SAGITTARIUS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE TERMINAL LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR ARIES SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (AUSTRALIA) PTY LTD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
GRAND SOUTH LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (HK) LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE TRAVEL SERVICE LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
CRUISE PROPERTIES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES INVESTMENTS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
GLAMOUROUS TRENDY SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MARVELLOUS VENTURE SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MITSUITRONICS SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
PORT KLANG CRUISE CENTRE SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE ADMINISTRATIVE SERVICES SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES SHIP SIMULATOR SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE SHIPPING AGENCIES (M) SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE TERMINAL MANAGEMENT SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES TRAVEL SERVICE (M) SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE WAREHOUSE SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES TERMINAL SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR EXPRESS SDN BHD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR SCORPIO SERVICES LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
GENTING INTERNATIONAL (NETHERLANDS) B.V.
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MARTLEY SHIPPING INC.
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STRADA MARITIME CORP.
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE PTE LTD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE SHIPPING AGENCIES (S) PTE LTD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE TRAVEL SERVICE PTE LTD
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
SUPERSTAR TAURUS LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
S. CRUISE AB
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
LAEM CHABENG CRUISES CENTRE CO. LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (THAILAND) LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES ADMINISTRATIVE SERVICES CO. LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISES SHIPPING & SERVICES CO. LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
STAR CRUISE (UK) LIMITED
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
AMERICAN CRUISES INC.
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
MANHATTAN CRUISES LLC
Address : c/o 24th Floor
Wisma Genting
Jalan Sultan Ismail
50250 Kuala Lumpur
Fax Number : (603) 261 2288
Telex Number : MA 30022
Attention : Mr. Gerard Lim Ewe Keng
By : /s/ Gerard Lim Ewe Keng
Arranger
- --------
ABN AMRO BANK N.V.
Address : ABN AMRO BANK N.V. Labuan Branch
(Licensed Offshore Bank No. 940029C)
Level 9(A) Main Office Tower
Financial Park Labuan
Jalan Merdeka
87000 Federal Territory of Labuan
Malaysia
By :
<PAGE>
Lenders
- -------
ABN AMRO BANK N.V.
Address : ABN AMRO BANK N.V. Labuan Branch
(Licensed Offshore Bank No. 940029C)
Level 9(A) Main Office Tower
Financial Park Labuan
Jalan Merdeka
87000 Federal Territory of Labuan
Malaysia
Telephone : (6087) 423 008
Fax Number : (6087) 421 078
Telex Number : ma85084
Attention : Branch Manager
By :
Agent
- -----
ABN AMRO BANK N.V.
Address : ABN AMRO BANK N.V. Labuan Branch
(Licensed Offshore Bank No. 940029C)
Level 9(A) Main Office Tower
Financial Park Labuan
Jalan Merdeka
87000 Federal Territory of Labuan
Malaysia
Telephone : (6087) 423 008
Fax Number : (6087) 421 078
Telex Number : ma85084
Attention : Branch Manager
By :
SP993500037
