1
EXHIBIT 1.1
KREDITANSTALT FUR WIEDERAUFBAU (1)
- and -
▇▇▇▇▇ MARINE SHIPPING INC. (2)
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THIRD SUPPLEMENTAL AGREEMENT
- TO -
LOAN FACILITY AGREEMENT
IN RESPECT OF M.V. "GALAXY"
(EX YARD NO. 638 AT ▇▇▇. ▇. ▇▇▇▇▇ GMBH & CO.)
F(W) 751
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
2
INDEX
PAGE
1. DEFINITIONS.........................................................2
2. CONSENT OF THE LENDER...............................................3
3. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH
THIS THIRD SUPPLEMENTAL AGREEMENT...................................4
4. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT...........................5
5. LAW AND JURISDICTION................................................8
SCHEDULES
FIRST : Form of Second Letter of Consent
SECOND : Form of Cross Collateral Guarantee Supplement
THIRD : Form of Supplement No. 2 to the Second Mortgage
FOURTH : Form of Second Supplement to the Second Assignment of Insurances
FIFTH : Form of Second Supplement to the Second Assignment of Charter
Earnings
SIXTH : Form of Second Supplement to the Second Tripartite Agreement
SEVENTH : Form of Second Supplement to the Subordination Agreement
EIGHTH : Form of Supplement to the Cruise Mar Guarantee
NINTH : Form of Supplement to Surplus Earnings Application Agreement
3
THIS AGREEMENT made as of the 2nd day of September 1999
BETWEEN:-
(1) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Palmengartenstra e 5-9, D-60325 Frankfurt am Main ("the Lender"); and
(2) ▇▇▇▇▇ MARINE SHIPPING INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("the Borrower")
IS SUPPLEMENTAL TO a loan facility agreement dated 29 November 1993 as amended
by agreements supplemental thereto dated 30 November 1995 and 1 September 1998
(together "the Original Loan Agreement").
WHEREAS:-
A. The Lender has been requested to release:-
(i) Fantasia from all of its obligations to the Lender under the
guarantee dated 29 November 1993 (as amended) (together "THE
GUARANTEE") executed by Fantasia in favour of the Lender in
respect of the obligations of the Borrower under the Original
Loan Agreement; and
(ii) the Borrower from all of its obligations to the Lender under
the guarantee dated 30 November 1995 ("THE ▇▇▇▇▇ GUARANTEE")
executed by the Borrower in favour of the Lender in respect of
the obligations of Fantasia under the Collateral Vessel Loan
Agreement;
B. Pursuant to a deed of release and reassignment dated as of 2 September
1999 made between (1) the Lender, (2) Blue Sapphire, (3) the Borrower,
(4) Zenith, (5) Fantasia and (6) CCI the Lender has released the
Guarantee;
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C. This Supplemental Agreement (inter alia) sets out the terms and
conditions upon which the Lender will agree to grant its consent to the
release of the ▇▇▇▇▇ Guarantee and upon which certain amendments will
be made to the Original Loan Agreement and the Security Documents;
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows:-
1. DEFINITIONS
1.1 Terms and expressions defined in the Recitals to this Supplemental
Agreement shall, when used in this Supplemental Agreement, have the
meanings therein set out; terms and expressions not defined herein but
whose meanings are defined in the Original Loan Agreement shall, when
used herein, have the same meanings set out therein and the following
terms and expressions shall have the following meanings:-
"CROSS COLLATERAL GUARANTEE SUPPLEMENTS" means together the supplements
to the Cross Collateral Guarantees in respect of each of the Blue
Sapphire Loan Agreement and the Zenith Loan Agreement each in the form
and upon the terms and conditions of the draft set out in the Second
Schedule hereto;
"SECOND LETTER OF CONSENT" means a letter of consent to be addressed by
the Lender to the Borrower in the form set out in the First Schedule
hereto;
"SECOND ASSIGNMENT OF CHARTER EARNINGS SECOND SUPPLEMENT" means, in
respect of the Vessel, the second supplement to the Second Assignment
of Charter Earnings in the form and upon the terms and conditions of
the draft set out in the Fifth Schedule hereto;
"SECOND ASSIGNMENT OF INSURANCES SECOND SUPPLEMENT" means, in respect
of the Vessel, the second supplement to the Second Assignment of
Insurances in the form and upon the terms and conditions of the draft
set out in the Fourth Schedule hereto;
"SECOND MORTGAGE SUPPLEMENT NO. 2" means a supplement to the Second
Mortgage in form and upon terms and conditions of the draft set out in
the Third Schedule hereto;
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"SECOND TRIPARTITE AGREEMENT SECOND SUPPLEMENT" means, in respect of
the Vessel, the second supplement to the Second Tripartite Agreement in
the form and upon the terms and conditions of the draft set out in the
Sixth Schedule;
"SUBORDINATION AGREEMENT SUPPLEMENT" means the first supplemental
agreement to the Subordination Agreement in the form and upon the terms
and conditions of the draft set out in the Seventh Schedule hereto;
"SUPPLEMENT TO THE CRUISE MAR GUARANTEE" means the supplement to the
Cruise Mar Guarantee in the form and upon the terms and conditions set
out in the Eighth Schedule;
"SURPLUS EARNINGS APPLICATION AGREEMENT SUPPLEMENT" means an agreement
supplemental to the Surplus Earnings Application Agreement in the form
and upon the terms and conditions of the draft set out in the Ninth
Schedule hereto;
2. CONSENT OF THE LENDER
2.1 Subject to the fulfilment of all the terms and conditions set out in
Clause 2.2 the Lender will issue the Second Letter of Consent and agree
to the amendments to the Original Loan Agreement hereinafter set out.
(A) the Lender has received the following documents each in form
and substance satisfactory to the Lender:-
(i) this Third Supplemental Agreement duly executed by
the Borrower;
(ii) the Cross Collateral Guarantee Supplements duly
executed by the Borrower; and
(iii) the Supplement to the Cruise Mar Guarantee duly
executed by Cruise Mar.
(B) the Lender has received a certificate from the Secretary of
each of the Borrower, Zenith, Blue Sapphire, Cruise Mar, CMI
and CCI attaching resolutions passed at
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the Meeting of the Board of Directors of the relevant company
approving or ratifying the execution, delivery, implementation
and performance of such of this Third Supplemental Agreement
and each of the documents executed or to be executed pursuant
thereto to which such company is or is to be a party, such
certificate to certify that such resolutions remain in full
force and effect on the date of such certificate and such
certificate to certify the names of the current officers and
directors of the relevant company; and
(C) no Event of Default has occurred and is continuing.
3. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH THIS THIRD SUPPLEMENTAL
AGREEMENT
3.1 The following shall be effected concurrently with the execution of this
Third Supplemental Agreement:-
(A) the Second Mortgage Supplement No. 2 duly executed by the
Borrower and registered under the laws and flag of the
Republic of Liberia at the Office of the Deputy Commissioner
of Maritime Affairs of the Republic of Liberia at the port of
New York;
(B) the Second Assignment of Insurances Second Supplement duly
executed by the Borrower and CCI respectively;
(C) the Second Assignment of Charter Earnings Second Supplement
duly executed by the Borrower;
(D) the Second Tripartite Agreement Second Supplement duly
executed by the Borrower and CCI;
(E) the Subordination Agreement Supplement duly executed by CMI;
and
(F) the Surplus Earnings Application Agreement Supplement duly
executed by Fantasia, Zenith, Blue Sapphire, the Borrower and
CCI.
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4. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT
4.1 As and with effect from 31 October 1998 the Original Loan Agreement
shall be further amended as follows:-
(A) DEFINITIONS
The definition of "ADDITIONAL SECURITIES" shall be amended by
the deletion therefrom of "FANTASIA CROSS SECURITIES";
The definition of "CHARTER" shall be amended by the insertion
after "1 SEPTEMBER 1998" of the words "AND ADDENDUM NO. 3
DATED 2 SEPTEMBER 1999";
The definition of "CHARTER EARNINGS" shall be amended by the
deletion therefrom of "AND, IN RESPECT OF THE COLLATERAL
VESSEL, ALL EARNINGS DUE OR TO BECOME DUE TO FANTASIA UNDER
THE COLLATERAL VESSEL CHARTER";
The definition of "CMI/FANTASIA LOAN" shall be deleted in
full;
The definition of "CMI/FANTASIA SUBORDINATION AGREEMENT" shall
be deleted in full;
The definition of "COLLATERAL VESSEL" shall be deleted in
full;
The definition of "COLLATERAL VESSEL CHARTER " shall be
deleted in full;
The definition of "COLLATERAL VESSEL LOAN AGREEMENT" shall be
deleted in full;
The definition of "COLLATERAL VESSEL LOAN AGREEMENT
SUPPLEMENT" shall be deleted in full;
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The definition of "COLLATERAL VESSEL FIRST MORTGAGE" shall be
deleted in full;
The definition of "CROSS COLLATERAL GUARANTEES" shall be
amended by the deletion therefrom in line 1 of "FOUR (4)" and
the substitution therefor of "TWO (2)" and in line 5 of
"FANTASIA UNDER THE COLLATERAL VESSEL LOAN AGREEMENT";
The definition "DEFERRAL" shall be amended by the deletion
therefrom in line 1 of "FOUR (4)" and the substitution
therefor of "THREE (3)";
The definition of "EARNINGS" shall be amended by the deletion
therefrom in line 3 and in the last line respectively of the
words "OR FANTASIA (OR AS THE CASE MAY BE)".
The definition of "FANTASIA CROSS SECURITIES" shall be deleted
in full;
The definition of "GUARANTEE" shall be deleted in full;
The definition of "INSURANCES" shall be amended by the
deletion therefrom of sub paragraph (B) in full;
The definition "KFW FACILITY AGREEMENTS" shall be amended by
the deletion therefrom of "THE COLLATERAL VESSEL LOAN
AGREEMENT";
The definition of "LOAN AGREEMENT" shall be amended to read
"MEANS THE ORIGINAL LOAN AGREEMENT AS AMENDED BY AGREEMENTS
SUPPLEMENTAL THERETO DATED 30 NOVEMBER 1995, 1 SEPTEMBER 1998
AND 2 SEPTEMBER 1999";
The definition of "NOTICE OF ASSIGNMENT OF COLLATERAL VESSEL
CHARTER EARNINGS" shall be deleted in full;
The definition of "OBLIGORS" shall be amended by the deletion
therefrom of "FANTASIA";
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The definition of "OWNER'S REQUISITION COMPENSATION" shall be
amended by the deletion therefrom of "OR FANTASIA (AS THE CASE
MAY BE)";
The definitions of "SECOND ASSIGNMENT OF CHARTER EARNINGS",
"SECOND ASSIGNMENT OF INSURANCES", "SECOND MORTGAGE" and
"SECOND TRIPARTITE AGREEMENT" shall each be deemed to include
therein the respective supplements to each such security
referred to in Clause 2.2(B);
The definition of "SECURITY VESSELS" shall be amended by the
deletion therefrom of "THE COLLATERAL VESSEL";
The definition of "SUBORDINATION AGREEMENT" shall be amended
to read "MEANS THE SUBORDINATION AGREEMENT MADE BETWEEN CMI
AND KFW ON 30 NOVEMBER 1995 AS AMENDED BY A DEED SUPPLEMENTAL
THERETO DATED 2 SEPTEMBER 1999";
The definition "SURPLUS EARNINGS APPLICATION AGREEMENT" shall
be deemed to include the supplement thereto referred to in
Clause 2.2(B);
The definition of "ZENITH LOAN AGREEMENT" shall be amended by
the insertion after "1 SEPTEMBER 1998" of the words "AND
2 SEPTEMBER 1999";
(B) CLAUSE 13
(i) Clause 13.1(O) shall be amended by the deletion
therefrom of "TO FANTASIA AS CONSIDERATION FOR THE
ISSUE BY FANTASIA OF THE GUARANTEE AND" and all
references to "FANTASIA" and "GUARANTEE";
(ii) Clause 13.2(K) shall be deleted in full;
(C) CLAUSE 17
(i) Clause 17.2(Q) shall be amended by the deletion
therefrom of "OR (UNTIL FANTASIA IS RELEASED FROM ITS
OBLIGATIONS UNDER THE GUARANTEE AND THE
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OTHER SECURITY DOCUMENTS TO WHICH IT IS A PARTY PURSUANT TO
CLAUSE 14.5) FANTASIA";
(ii) Clause 17.2(R)(i) shall be deleted in full;
(iii) Clause 17.2(U) shall be amended by the deletion
therefrom of all references to "COLLATERAL VESSEL
CHARTER";
(iv) Clause 17.2(V) shall be amended by the deletion
therefrom of "FANTASIA" and "SEABROOK";
(v) Clause 17.2(W) shall be amended by the deletion
therefrom of "OR THE COLLATERAL VESSEL CHARTER";
(vi) Clause 17.2(AC) shall be deleted in full;
(vii) Clause 17.2(AF) shall be deleted in full;
(D) CLAUSE 21
(i) Clause 21.2 shall be amended by the deletion in full
of the application under "FIRSTLY".
4.2 Save as amended by Clause 3.1 the Original Loan Agreement shall remain
unchanged and in full force and effect.
5. LAW AND JURISDICTION
5.1 The provisions of Clauses 31 (Law) and 32 (Jurisdiction) of the
Original Loan Agreement shall apply to this Third Supplemental
Agreement mutatis mutandis.
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AS WITNESS the hands of the duly authorized representatives of the parties
hereto the day and year first before written.
SIGNED by )
) /s/ ▇▇ ▇▇▇▇
for and on behalf of ) -------------------------
KREDITANSTALT FUR WIEDERAUFBAU ) ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
in the presence of:- ) ATTORNEY IN FACT
SIGNED by )
) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
for and on behalf of ) ------------------------
▇▇▇▇▇ MARINE SHIPPING INC. ) ▇▇▇▇▇▇ ▇▇▇▇▇
in the presence of:- ) Vice President & Treasurer
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THE FIRST SCHEDULE
[to be typed on headed paper of Kreditanstalt fur Wiederaufbau]
▇▇▇▇▇ Marine Shipping Inc.
c/o Celebrity Cruises Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇
Dear Sirs
M.V. "GALAXY" - LOAN AGREEMENT DATED 29 NOVEMBER 1993 - F(W) 751
We refer to the loan agreement dated 29 November 1993 as amended by supplemental
agreements dated 30 November 1995 and 1 September 1998 (together "THE ORIGINAL
LOAN AGREEMENT") and as further amended by a further supplemental agreement
dated 1999 ("THE THIRD SUPPLEMENT") made between yourselves and ourselves.
Pursuant to Clause 2.1 of the Third Supplement we hereby confirm that the
conditions set out in Clause 2.2 have been satisfied and accordingly the
amendments set out in Clause 3 have become effective.
Words and expressions defined in the Original Loan Agreement as amended by the
Third Supplement shall, unless the context otherwise requires, bear the same
meanings when used in this letter.
Yours faithfully
for and on behalf of
KREDITANSTALT FUR WIEDERAUFBAU
13
THE SECOND SCHEDULE
THIS DEED dated the day of 1999 and made between:-
(1) ▇▇▇▇▇ MARINE SHIPPING INC. as Guarantor; and
(2) KREDITANSTALT FUR WIEDERAUFBAU as Lender
IS SUPPLEMENTAL TO a deed of guarantee and indemnity dated 30 November 1995
("THE ORIGINAL GUARANTEE") made between the same parties.
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 All terms and expressions defined in the Original Guarantee shall have
the same meanings when used in this Supplemental Deed.
2. APPROVAL OF THE GUARANTOR
2.1 The Guarantor hereby gives its approval to the Lender and the Borrower
entering into the agreement supplemental to the Loan Agreement in the
form of the draft annexed hereto as Appendix "A" ("THE SUPPLEMENTAL
AGREEMENT").
3. AMENDMENTS TO THE ORIGINAL GUARANTEE
3.1 As and with effect from 31 October 1998:-
(A) All references to "THE LOAN AGREEMENT" shall be deemed to
refer to the Loan Agreement referred to in the Original Guarantee
as amended by this Deed;
(B) Clause 1.1 shall be amended such that:-
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(i) the definition of "▇▇▇▇▇ LOAN AGREEMENT" shall be
deemed to refer to the ▇▇▇▇▇ Loan Agreement as
amended by agreements supplemental thereto dated 30
November 1995, 1 September 1998 and 1999;
(ii) the definition of "THIS GUARANTEE" shall be deemed to
refer to the Original Guarantee as amended by this
Deed;
(iii) the definition of "LOAN AGREEMENT" shall be deemed to
refer to the Loan Agreement as further amended by an
agreement supplemental thereto dated 1 September 1998
and the Supplemental Agreemen; and
(iv) the definition of "SECOND ASSIGNMENT OF CHARTER
EARNINGS", "SECOND ASSIGNMENT OF INSURANCES", "SECOND
MORTGAGE" and "SECOND TRIPARTITE AGREEMENT" shall
each be deemed to include therein the respective
supplement to each security referred to in Clause
2.1(B) of the
Supplemental Agreement.
3.2 Save as amended hereby, the Original Guarantee shall remain unchanged
and in full force and effect.
4. GOVERNING LAW
4.1 The provisions of Clauses 18 and 19 of the Original Guarantee shall
apply to this Supplemental Deed mutatis mutandis.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
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EXECUTED and DELIVERED )
as a Deed )
by ▇▇▇▇▇ MARINE SHIPPING INC. )
acting by )
)
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
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APPENDIX "A"
SUPPLEMENTAL AGREEMENT TO LOAN AGREEMENT
17
THE THIRD SCHEDULE
SUPPLEMENT NO. 2
-to-
SECOND PREFERRED MORTGAGE
-on-
"GALAXY"
SUPPLEMENT NO. 2 dated 1999 ("THIS SUPPLEMENT NO. 2") to a second
bpreferred mortgage dated 30 November 1995 ("THE MORTGAGE") by ▇▇▇▇▇ MARINE
SHIPPING INC. a Liberian corporation ("THE OWNER") in favour of KREDITANSTALT
FUR WIEDERAUFBAU a public law corporation incorporated in the Federal Republic
of Germany whose registered office is at present at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇,
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany ("THE MORTGAGEE")
recorded on 20 November 1996 at 10.17 AM EST in Book PM48 at Page 1025 as
amended by supplement no. 1 thereto dated 1 September 1998 by the Owner to the
Mortgagee recorded on 1 September 1998 at 3.36 PM EDST in Book PM50 at page ▇▇▇
(▇▇▇▇▇▇▇▇ "▇▇▇ ▇▇▇▇▇▇▇▇").
WHEREAS:-
A. The Owner is the registered and beneficial owner of the whole of the
Liberian flag cruise vessel "GALAXY" ("THE VESSEL"): official number
"10527" of 76,522 gross and 43,108 net tons; or thereabouts, duly
documented in the name of the Owner under the laws of the Republic of
Liberia, with her home port at Monrovia, Liberia;
B. Words and expressions defined in the Mortgage shall, unless stated
herein to the contrary, bear the same meanings when used in this
Supplement No. 2;
C. By a deed of release and reassignment dated 1999 made between (1) the
Mortgagee (2) Blue Sapphire (3) the Owner (4) Zenith (5) Fantasia and
(6) CCL the Mortgagee has (inter alia) released the Owner from all of
its obligations under the Guarantee in respect of the Horizon Loan
Agreement;
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D. By an agreement dated 1999 supplemental to the Blue
Sapphire Loan Agreement it has been agreed by Blue Sapphire with the
Mortgagee that at the date of this Supplement No. 2 the aggregate of
all possible advances that may be made by the Mortgagee to Blue
Sapphire pursuant to the Blue Sapphire Loan Agreement is one hundred
and seventy seven million four hundred and sixty nine thousand two
hundred and twenty United States Dollars (USD177,469,220) (of which
USD149,384,402 is Blue Sapphire Loan A, USD18,673,050 is Blue Sapphire
Loan B and USD9,411,768 is Blue Sapphire Loan D);
E. By an agreement dated 1999 supplemental to the Zenith
Loan Agreement it has been agreed by Zenith with the Mortgagee that at
the date of this Supplement No. 2 the aggregate of all possible
advances that may be made by the Mortgagee to Zenith pursuant to the
Zenith Loan Agreement and secured by the Mortgage (as amended and
supplemented by this Supplement No. 2) is eighteen million two hundred
and seventy seven thousand six hundred and forty United States Dollars
(USD18,277,640) (all of which is Zenith Loan A);
F. The Owner and the Mortgagee wish by this Supplement No. 2 to amend the
Recording Clause of the Mortgage so as to reflect the transactions
referred to in Recitals C, D, and E.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency whereof are hereby acknowledged by the
Owner and the Mortgagee, the Owner and the Mortgagee hereby covenant and agree
as follows:-
1. As and with effect from 31 October 1998 the Mortgage shall cease to
secure Horizon Loan A, Horizon Loan B, Horizon Loan C and Horizon Loan
D.
2. For the purpose of recording this Supplement No. 2 as required by
Chapter 3 of Title 22 of the Liberian Code of Law of 1956, as amended,
this Supplement No. 2 amends the total amount secured by the Mortgage.
The total amount of the Mortgage is amended to one hundred and ninety
five million seven hundred and forty six thousand eight hundred and
sixty United States Dollars (USD195,746,860) (of which USD177,469,220
is the aggregate of Blue Sapphire Loan A, Blue Sapphire Loan B and Blue
Sapphire Loan D and
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USD18, 277,640 is Zenith Loan A) and interest and performance of
mortgage covenants. The date of maturity is on demand. There is no
separate discharge amount.
IN WITNESS whereof the Owner and the Mortgagee have executed this Supplement No.
2 the date and year first before written.
▇▇▇▇▇ MARINE SHIPPING INC.
By:
Title:
KREDITANSTALT FUR WIEDERAUFBAU
By:
Title: Attorney-in-Fact
▇▇
- ▇ -
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
On the day of 1999 before me personally came
, to me known, and known to me to be the person who executed the foregoing
Supplement No. 2 who, being by me duly sworn, did depose and say that he
resides at ; that he is
of ▇▇▇▇▇ Marine Shipping Inc., a Liberian corporation, the entity described in
and which executed the foregoing Supplement No. 2; that he signed his name
thereto pursuant to authority granted to him by the Board of Directors of the
said entity; and he further acknowledged that the said Supplement No. 2 is the
act and deed of the said entity.
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
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ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of 1999 before me personally came , to
me known, and known to me to be the person who executed the foregoing Supplement
No. 2 who, being by me duly sworn, did depose and say that he/she resides at
; that he/she is Attorney-in-Fact for Kreditanstalt fur
Wiederaufbau the corporation described in and which executed the foregoing
Supplement No. 2; that he/she signed his/her name thereto pursuant to authority
granted to him/her by a Power of Attorney of the said entity; and he/she further
acknowledged that the said Supplement No. 2 is the act and deed of the said
entity.
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
22
THE FOURTH SCHEDULE
THIS DEED dated the day of 1999 made between:
(1) ▇▇▇▇▇ MARINE SHIPPING INC. ("THE OWNER");
(2) CELEBRITY CRUISES INC. ("THE CHARTERER"); and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("THE ASSIGNEE")
IS SUPPLEMENTAL TO a deed of second assignment of insurances of the Liberian
flag cruise vessel m.v. "GALAXY" dated 20 November 1996 as amended by a deed
supplemental thereto dated 1 September 1998 (together "THE ORIGINAL
ASSIGNMENT").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the same
meanings when used in this Supplemental Deed including the Recitals;
B. By a deed of release and reassignment dated 1999 made between (1) the
Assignee, (2) Blue Sapphire, (3) the Owner, (4) Zenith, (5) Fantasia and (6) CCI
the Assignee has (inter alia) released the Owner from all further obligations
under the Guarantee dated 30 November 1995 ("THE RELEASED GUARANTEE") issued by
the Owner in favour of the Assignee in respect of the obligations of Fantasia
under the Horizon Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to stand as
security for the obligations of the Owner under the Released Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 31 October 1998 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Fantasia Loans, interest
accrued thereon and all other sums whatsoever and howsoever
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that may hereafter be secured by the Released Guarantee and any
securities executed for the obligations of the Owner under the Released
Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
the date hereof the following further amendments shall be deemed to
have been made to the Original Assignment:-
(A) the expression "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Fantasia Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 12 (Governing Law) and Clause 13
(Jurisdiction) shall apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by ▇▇▇▇▇ MARINE SHIPPING INC. )
acting by )
)
in the presence of: )
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SIGNED and DELIVERED as a DEED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
25
THE FIFTH SCHEDULE
THIS DEED dated the day of 1999 made between:
(1) ▇▇▇▇▇ MARINE SHIPPING INC. ("THE ASSIGNOR"); and
(2) KREDITANSTALT FUR WIEDERAUFBAU ("THE ASSIGNEE")
IS SUPPLEMENTAL TO a deed of second assignment of Charter Earnings, Owner's
Requisition Compensation and Earnings of the Liberian flag cruise vessel m.v.
"GALAXY" dated 20 November 1996 as amended by a deed supplemental thereto dated
1 September 1998 ("THE ORIGINAL ASSIGNMENT").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed including the
Recitals;
B. By a deed of release and reassignment dated 1999 made
between (1) the Assignee, (2) Blue Sapphire, (3) the Assignor, (4)
Zenith, (5) Fantasia and (6) CCI the Assignee has (inter alia) released
the Assignor from all further obligations under the Guarantee dated 30
November 1995 ("THE RELEASED GUARANTEE") issued by the Assignor in
favour of the Assignee in respect of the obligations of Fantasia under
the Horizon Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to
stand as security for the obligations of the Assignor under the
Released Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 31 October 1998 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the
26
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Fantasia Loans, interest accrued thereon and all other sums whatsoever
and howsoever that may hereafter be secured by the Released Guarantee
and any securities executed for the obligations of the Assignor under
the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
[the date hereof] the following further amendments shall be deemed to
have been made to the Original Assignment:-
(A) the definition "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Horizon Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 12 (Governing Law) shall apply mutatis
mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by ▇▇▇▇▇ MARINE SHIPPING INC. )
acting by )
)
in the presence of: )
27
- 3 -
SIGNED and DELIVERED as a DEED )
by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
28
THE SIXTH SCHEDULE
THIS AGREEMENT dated the day of 1999 made between:
(1) ▇▇▇▇▇ MARINE SHIPPING INC. ("THE OWNER");
(2) CELEBRITY CRUISES INC. ("THE CHARTERER"); and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("THE MORTGAGEE")
IS SUPPLEMENTAL TO a second tripartite agreement in respect of the Liberian flag
cruise vessel m.v. "GALAXY" dated 20 November 1996 as amended by an agreement
supplemental thereto dated 1 September 1998 (together "THE ORIGINAL AGREEMENT")
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall bear the
same meanings when used in this Supplemental Agreement including the
Recitals;
B. By a deed of release and reassignment dated 1999 between (1) the
Mortgagee, (2) Blue Sapphire, (3) the Owner, (4) Zenith, (5) Fantasia
and (6) CCI the Mortgagee has (inter alia) released the Owner from all
further obligations under the Guarantee dated 30 November 1995 ("THE
RELEASED GUARANTEE") issued by the Owner in favour of the Mortgagee in
respect of the obligations of Fantasia under the Horizon Loan Agreement
and has further agreed to enter into this Supplemental Agreement in
order that the Original Agreement shall cease to stand as security for
the obligations of the Owner under the Released Guarantee;
C. By a Supplement No. 1 of even date herewith to the Second Mortgage the
Owner and the Mortgagee have agreed that as and with effect from [the
date hereof] the Second Mortgagee shall cease to stand as security for
the Released Guarantee.
NOW it is hereby agreed by and between the parties hereto as follows:-
29
- 2 -
1. As and with effect from 31 October 1998 the Original Agreement shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Fantasia Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
[the date hereof] the following further amendments shall be deemed to
have been made to the Original Agreement:-
(A) the definition "Guarantees" shall exclude the Released
Guarantee;
(B) the definition "Borrowers" shall be amended by the deletion
therefrom of "Fantasia";
(C) the definition "Loan Agreements" shall be amended by the
deletion therefrom of "the Horizon Loan Agreement";
(D) the definition "Loans" shall be amended by the deletion
therefrom of "the Horizon Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 8 (Applicable Law and Jurisdiction) shall
apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Agreement has been executed by the parties
hereto on the day and year first before written.
SIGNED )
by ▇▇▇▇▇ MARINE SHIPPING INC. )
acting by )
)
in the presence of: )
30
- 3 -
SIGNED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED )
by )
KREDITANSTALT FUR WIEDERAUFBAU )
acting by )
)
in the presence of: )
31
THE SEVENTH SCHEDULE
THIS AGREEMENT dated the day of 1999 made between:
(1) CRUISE MAR INVESTMENT INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at present at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("CMI"); and
(2) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ am Main ("KFW")
IS SUPPLEMENTAL TO a subordination agreement dated 30 November 1995 (together
"THE ORIGINAL AGREEMENT") made between the same parties.
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall have the
same meanings when used in this Supplemental Agreement including the
Recitals;
B. By a deed of release and reassignment dated 1999 between (1)
KfW, (2) Blue Sapphire Marine Inc., (3) ▇▇▇▇▇ Marine Shipping Inc.
("▇▇▇▇▇"), (4) Zenith Shipping Corporation, (5) Fantasia Cruising Inc.
("FANTASIA") and (6) Celebrity Cruises Inc. KfW has (inter alia)
released ▇▇▇▇▇ from all of its obligations to KfW under the Fantasia
Cross Collateral Guarantee dated 30 November 1995 in respect of the
obligations of Fantasia under the Horizon Loan Agreement.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows:-
1. As and with effect from 31 October 1998:
(A) All references to the "KFW LOAN AGREEMENT" in the Original
Agreement shall be deemed to include supplemental agreements
thereto dated 30 November 1995, 1
32
- 2 -
September 1998 and 1999 made between Blue Sapphire and
KfW;
(B) Clause 4.2 shall be amended by the deletion therefrom of "OR
THE COLLATERAL VESSEL" in line 1 and "FANTASIA" in line 6".
2. Save as amended hereby the Original Agreement shall remain unamended
and in full force and effect.
3. The provisions of Clause 8 (Law and Jurisdiction) shall apply to this
Supplemental Agreement mutatis mutandis.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written
SIGNED by )
)
for and on behalf of )
CRUISE MAR INVESTMENT INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of:- )
33
THE EIGHTH SCHEDULE
This Deed dated the day of 1999 and made between:-
(1) CRUISE MAR SHIPPING HOLDINGS LTD. as Guarantor; and
(2) KREDITANSTALT FUR WIEDERAUFBAU as Lender
IS SUPPLEMENTAL TO a deed of guarantee and indemnity dated 30 November 1995
("THE ORIGINAL GUARANTEE") made between the same parties.
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 All terms and expressions defined in the Original Guarantee shall have
the same meanings when used in this Supplemental Deed.
2. APPROVAL OF THE GUARANTOR
2.1 The Guarantor hereby gives its approval to the Lender and the Borrower
entering into the agreement supplemental to the Loan Agreement in the
form of the draft annexed hereto as Appendix "A" ("THE SUPPLEMENTAL
AGREEMENT").
3. AMENDMENTS TO THE ORIGINAL GUARANTEE
3.1 As and with effect from 31 October 1998 all references to "the Loan
Agreement" shall be deemed to refer to the Loan Agreement referred to
in the Original Guarantee as amended by an agreement supplemental
thereto dated 1 September 1998 and this Deed;
3.2 Save as amended hereby, the Original Guarantee shall remain unchanged
and in full force and effect.
34
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4. GOVERNING LAW
4.1 The provisions of Clauses 16 and 18 of the Original Guarantee shall
apply to this Supplemental Deed mutatis mutandis.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
EXECUTED and DELIVERED )
as a Deed by )
CRUISE MAR SHIPPING )
HOLDINGS LTD. acting by )
)
in the presence of:- )
Signed by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
35
THE NINTH SCHEDULE
This Agreement dated the day of 1999
BETWEEN:-
(1) FANTASIA CRUISING INC. a corporation incorporated under
the laws of the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("FANTASIA");
(2) ZENITH SHIPPING CORPORATION a corporation incorporated under the laws
of the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("ZENITH");
(3) BLUE SAPPHIRE MARINE INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("BLUE SAPPHIRE");
(4) ▇▇▇▇▇ MARINE SHIPPING INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Liberia ("▇▇▇▇▇");
(5) CELEBRITY CRUISES INC. a corporation incorporated under the laws of the
Republic of Liberia whose principal place of business is at ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ("CCI"); and
(6) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ am Main ("KFW").
IS SUPPLEMENTAL TO an agreement dated 30 November 1995 as amended by an
agreement supplemental thereto dated 1 September 1998 (together known as the
"ORIGINAL SURPLUS EARNINGS APPLICATION AGREEMENT") made between the same parties
and Seabrook Maritime Inc.
36
- 2 -
WHEREAS:-
It has been agreed (inter alia) that KfW enter into an agreement supplemental to
the Original Surplus Earnings Application Agreement so as to release Fantasia
from being a party thereto and to delete therefrom the provisions relating to
the application of Sub Earnings or Net Sub Earnings of m.v. "HORIZON" referred
to in Recital G to the Original Agreement.
NOW IT IS HEREBY AGREED by and between the parties hereto as follows:-
1. As and with effect from 31 October 1998 ("THE EFFECTIVE DATE"), KfW
hereby releases Fantasia from any further obligations and liabilities
under the Original Surplus Earnings Application Agreement and Fantasia
shall cease to be a party to the Original Surplus Earnings Application
Agreement.
2. As and with effect from the Effective Date:-
(A) The definition of "VESSELS" in Recital F shall be amended by
deletion of the word "HORIZON";
(B) The definition of "FIRST MORTGAGE" shall be amended by
deletion of the words "(MEANS IN RESPECT OF "HORIZON") THE
FIRST PREFERRED MORTGAGE DATED 30 APRIL 1990 (AS AMENDED BY
SUPPLEMENT NO.'S 1 AND 2 THERETO DATED 1 MARCH 1993 AND 30
NOVEMBER 1995) GRANTED BY FANTASIA TO KFW";
(C) Clause 3.1(A) and Clause 3.2(A) shall each be deleted in full;
3. Save as amended hereby the Original Surplus Earnings Application
Agreement shall remain unchanged and in full force and effect.
4. Each of the Owners (other than Fantasia) and CCI hereby acknowledge
towards KfW that notwithstanding the said release of Fantasia they
shall remain bound by the Original Agreement (as amended and
supplemented by this Supplemental Agreement).
37
- 3 -
5. The provisions of Clause 5 (Applicable Law and Jurisdiction) shall
apply to this Supplemental Agreement mutatis mutandis.
IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first before written
SIGNED by )
)
for and on behalf of )
FANTASIA CRUISING INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
ZENITH SHIPPING CORPORATION )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
▇▇▇▇▇ MARINE SHIPPING INC. )
in the presence of:- )
38
- 4 -
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )