1
EXHIBIT 10.24
[PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO AN
APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT REQUESTED BY
CARNIVAL CORPORATION]
FINCANTIERI CANTIERI NAVALI ITALIANI SPA
and
WIND SURF LIMITED
SHIPBUILDING CONTRACT
For Hull 5980
Sinclair Roche & Temperley
2
INDEX
Art. Index
1. Subject of the Contract
2. Vessel's Classification - Rules and Regulations - Certificates
3. Vessel's Characteristics
4. Builder's Supply - Owner's Supply
5. Approvals - Supplies by Third Parties
6. Hull Number
7. Inspection of Construction
8. Delivery
9. Price
10. Payment Conditions
11. Defaults by the Owner
12. Trials
13. Speed - Liquidated Damages
14. Deadweight - Liquidated Damages
15. Stability
16. Passengers and Crew Accommodation Capacity
17. Fuel Oil Consumption - Liquidated Damages
18. Vibrations and Noise
19. Maximum Amount of Liquidated Damages
20. Termination of the Contract - Liquidated Damages to be paid by the
Builder
21. Property Rights
22. Responsibility after Delivery
23. Insurance
24. Modification to Plans and Specification
25. Guarantee - Liability
26. Events of Force Majeure
27. Patents
28. Contract Expenses
29. Assignment of the Contract
30. Law of the Contract - Disputes
31. Address for Correspondence
Annex 1
Annex 2
Annex 3 A, B, C, D
Annex 4
Annex 5
3
SHIPBUILDING CONTRACT
Between:
WIND SURF LIMITED a company organised and existing under the law of the
Commonwealth of the Bahamas, with a registered office in Nassau, Bahamas
hereinafter called the "Owner"
and
FINCANTIERI - CANTIERI NAVALI ITALIANI S.p.A., a company organised and existing
under the law of the Republic of Italy, with registered office in Trieste, via
Genova, 1, fiscal code 00397130584, hereinafter called the "Builder",
IT IS HEREBY AGREED AND STIPULATED AS FOLLOWS :
2
4
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 1
Subject of the Contract
1.1 The Builder undertakes to design and build at its Marghera yard and to
deliver to the Owner, who undertakes to accept delivery of one
passenger cruiseship for the transport of XXXX passengers and XXX crew
(plus XX pullmans or convertible sofas) and a deadweight of XXXX
metric tonnes (hereinafter called "Vessel") in accordance with this
Contract, dated January ___, 1995, the Specification for Hull 5881,
5882 and 5883 (ref. 7864/A) as supplemented and amended by an Addendum
of even date herewith (ref. TMP 1713) (hereinafter together called the
"Specification"), the General Arrangement Plans reference P. 8006/D
dated January 1995 (-5 sheets) (hereinafter called "Plans") and VFD
Interiors b.v. Interior Design drawings and Specification reference
9427 dated January 8, 1995 (hereinafter called "Interior Design
Specification").
The Specification, Plans, Interior Design Specification and the
Makers' List mentioned in the Specification each signed by the Parties
hereto form an integral part of this Contract although not attached
hereto. Except where expressly provided otherwise reference in this
Contract to the Specification shall also include the Interior Design
Specification.
1.2 In the event of conflict between this Contract and the Specification
and/or Plans, the provisions of this Contract shall prevail. In the
event of conflict between the Specification and the Plan, the
provisions of the Specification shall prevail.
1.3 The Specification for the Vessel and the Interior Design Specification
relating to the public areas as well as the general scope materials
and finish for the Vessel will be to the standard of m.s. "Ryndam" as
built.
3
5
1.4 The Specification shall further incorporate all changes to the
original specification for m.s. "Ryndam" agreed in relation to the
construction of Hull 5954 up to December 19, 1994.
4
6
ARTICLE 2
Vessel's Classification - Rules and Regulations - Certificates
2.1 The Vessel will be built under the survey of Lloyd's Register of
Shipping (the "Classification Society") and to Rules and Regulations
of Lloyd's Register of Shipping for the Class "+ 100 A1 + LMC, UMS,
Passenger Ship Unrestricted Service, Underwater Survey".
2.2 The Vessel shall comply with the laws, rules, regulations and
enactments published and in force on the date hereof as stated in the
SPECIFICATIONS, including also Stability Regulations for Passenger
Vessels (April 1990) and Fire Protection for Lifeboats and Rafts in
way of windows and screens (SOLAS 74, amended) to the requirements of
the Classification Society and the Panamanian Government. The Vessel
shall also comply with the requirements of the following:
(a) U.S.P.H. including "Vessel Sanitation Programme - Operation
Manual (edition August 1989) and W.H.O. "Guide to Ship
Sanitation"; and
(b) SOLAS Regulations and Wireless in relation to Global Marine
Distress Signal Systems.
2.3 Classification, certification, testing and survey charges to be paid
to the Classification Society and other third parties related to the
construction and delivery of the Vessel, their machinery and equipment
shall if so required in the Specification be for the account of the
Builder.
2.4 The decisions by the Classification Society and other regulatory
bodies which are to issue the certificates set forth in the
Specification shall be binding on both Parties hereto as to the
Vessel's compliance or non-compliance with the rules and regulations
of the Classification Society and such regulatory bodies. This does
not absolve Builder from compliance with the Specification in respect
of provisions which exceed the above requirements.
5
7
2.5 Where after December 19, 1994 amendments to the Specification and/or
Plan for Hull 5954 are agreed in relation to Hull 5954 such amendments
shall, unless specifically agreed otherwise or where inappropriate to
the Vessel, be incorporated in the Vessel with the same adjustments to
the Contract Price and technical characteristics of the Vessel as are
agreed in relation to Hull 5954.
2.6 The Builder shall carry out such work as is necessary in accordance
with this Contract so that the Vessel on arrival in the United States
is approved by the USPH authorities.
6
8
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 3
Vessel's Characteristics
3.1 The Vessel shall have the following main dimensions and
characteristics:
(A) Main dimensions
Length between perpendiculars abt. XXXXXX m
Length overall " XXXXXX m
Beam Amidship at water line " XXXXXX m
Beam Maximum " XXXXXX m
Height to deck No. 9 " XXXXXX m
Design Draught (moulded in seawater
density 1.025 kg/m(3)) " XXXX m
Deadweight at above Design
Draught of XXXX M " XXXX metric tons
(B) Passengers Cabins
Standard Cabins inside (with shower) XXX
Standard Cabins outside with bathtub XXX
Deluxe Cabins with Balcony and
Jacuzzi-type bathtub XXX
Suites with Balcony and Jacuzzi XX
Penthouse Suite with Balcony and Jacuzzi X
------
Total XXX
(C) Life saving equipment
Total number of persons on board for purpose of life saving equipment
to be
XXXX.
7
9
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
(D) Main Engines
An integrated high and low voltage power station machinery plant is to
be provided based on X medium speed diesel alternators, consisting of
XXXXX XXXXXX 16 ZAV 40 S diesel engines, each developing XXXXX kW MCR
and XXX Sulzer 12 ZAL 40 S diesel engines each developing XXXX kW MCR
for generation of power for propulsion by two high skewed C.P.
Propellers driven by synchronous A.C. motors on each shaft and
controlled by cycloconverters, as well as for all other electrical
consumers requirements of the Vessel.
The diesel engines shall be able to burn poor quality H.F.O. with a
viscosity of up to 700 CST/50 deg C. without adverse effects.
The propulsion motors to develop each an output of up to a maximum
XXXX M.W.
(E) Power and Speed
i) Service Speed
With a power output not exceeding XX% MCR, and allowing
XXX M.W. for all Vessel's electrical consumers, except
propulsion, the residual power shall enable the Vessel
to cruise at a service speed of XXXX knots with a sea
margin of XX% at the design draft with one engine out
of commission.
ii) Trial Speed
With a total power output of all engines not exceeding
XX% MCR, the Vessel under trial conditions with clean
bottom and wind/sea force not exceeding Beaufort scale
2, shall reach a speed of XX knots at the design draft.
There shall be no power-deficiency corrections applied
to speed trial calculations.
8
10
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
(F) Trade
The Vessel is to be suitable for around the world cruising
with service speed of XXXX knots. Minimum range in respect of
fuel to be XXXX nautical miles.
3.2 The foregoing main characteristics (except the characteristics
which are the subject of Articles 13, 14, 15, 16 and 17) may
be slightly modified, should the Builder deem such
modifications necessary to fulfil the contractual requirements
in respect of the draft, deadweight, stability and guaranteed
speed. Such modifications shall be subject to the Owner's
prior approval such approval not to be unreasonably withheld.
9
11
ARTICLE 4
Builder's Supply - Owner's Supply
4.1 Those items of equipment listed under paragraph 0,132 (Owner's
supply) of the Specification Section "0" will be provided by
the Owner. The Builder shall supply all other items of
equipment and materials which are required for the
construction and outfit of the Vessel in accordance with the
standards prescribed in Article 5.13 and in the Specification
whether or not such items are or are not expressly listed in
the Specification provided such are necessary for construction
and outfit of the Vessel as described herein and in the
Specification.
4.2 The Owner's supplies will reach the Builder's Shipyard
delivered at the Shipyard, in due time to maintain the
Schedule of delivery to such items advised by the Builder so
as to give the Owner adequate time to arrange such supply in
conformity with the schedule of construction of the Vessel.
4.3 The Builder shall be responsible both for the keeping in
stores safe and well protected from damage and deterioration
including from atmospheric agents and for the careful handling
of the Owner's supplies, including artwork delivered to the
Shipyard and shall also take care, at its own expense and
under its responsibility, for the subsequent loading and
arrangement on board (including framing and mounting of
artwork) of the various materials and of the installation of
the equipment supplied by the Owner.
4.4 The Builder shall advise the Owner as soon as practicable of
any deficiency or damage in the supply or performance of the
Owner's supplies. The Owner as soon as practicable shall take
all necessary steps to supply missing items and rectify
deficiencies in performance.
4.5 For items of machinery and equipment the usual assistance of
the maker for installation and testing will be made available
to the Builder by the Owner.
10
12
4.6 The Builder shall not be responsible for the quality and
efficiency of the Owner's supplies but shall be responsible
for their proper installation which will be governed by the
guarantee under the terms set out in Article 25 hereof.
4.7 The foregoing shall apply also for the Owner's other supplies,
if any, not foreseen in the Specification, for which the Owner
and the Builder shall mutually agree each time upon possible
costs of loading and fitting on board.
4.8 Fuel oils and lubricants for the set up of the plants on board
and for all the shop tests of such plants and the trials of
the Vessel afloat will be supplied by the Builder and at the
Builder's cost and expense.
4.9 The Builder will assist the Owner in clearing with customs and
taking delivery to the Builder's yard of each shipment of the
Owner's supplies in cooperation with the Owner's local
representatives.
11
13
ARTICLE 5
Approvals - Supplies by Third Parties - Standard
5.1 Wherever mentioned in this Article, the term "drawings" shall
include plans, schedules, subcontractors, supply order
specifications and other material subject to Owner's approval
as per the Specification.
5.2 The Builder shall send by courier to the Owner, for
preliminary approval, copies of the drawings for the
construction, outfitting and completion of the Vessel as
foreseen in the Specification, and the Owner shall dispatch by
courier one copy of the foregoing drawings, either approved or
supplemented with possible remarks suggestions or proposals,
within a term of 21 days as from the date of arrival of the
drawings to the Owner's office or such longer period as may be
agreed by the Builder at its reasonable discretion if the
Owner requests an extension of the said 21 day period.
In the event that, on such expiration date the foregoing
drawings have not yet been returned to the Builder, such
drawings will be considered as approved.
5.3 The Builder will send to the Owner, within three months from
the signing of this contract, the completion and despatch
schedule for the foregoing drawings. Such schedule shall be as
detailed as possible in order to allow the Owner a
corresponding planning of its resources. Amendments, if any,
to such schedule will be timely made known to the Owner.
5.4 The Builder shall take into consideration the remarks,
suggestions or proposals, if any, by the Owner, acting as
follows:
(A) if such remarks, suggestions or proposals are covered
by its contractual obligations, the Builder shall
promptly carry them out without claiming any costs and
shall supply the Owner with the relevant amended
drawings in order to describe and confirm the
modification made;
12
14
(B) conversely, the remarks, suggestions or proposals not
covered by the Builder's contractual obligations will
be handled according to Article 24 hereof.
The amendments, in respect of drawings referred under sub-para
(B) above according to Article 24 hereof, will in turn be
submitted for the approval of the Owner, with the same
procedure, limited to the part modified.
5.5 Approval or deemed approval of such drawings etc shall in no
way affect the responsibility of the Builder for the
successful completion of the Vessel and for the fulfilment of
the Builder's contractual obligations under this Contract, the
Specification and the Plans.
5.6 The Owner undertakes to use reasonable endeavours to ensure
that the requested approvals are given in the shortest time
reasonably practicable within the period specified in
paragraph 2 of this Article.
5.7 The Builder shall have the right to sub-contract part of the
supply and work to be carried out under this Contract on the
building site or elsewhere provided that the main work of
construction and main work of assembly of the Vessel's
sections, as well as installation of machinery, equipment and
outfit, shall be carried out at the Builder's yard in
Marghera.
5.8 The subcontractors for items included in the makers' list
agreed between the Owner and the Builder (the "Makers' List")
shall be one of the companies listed in the Maker's List in
relation to the relevant item. The Owner and Builder may by
agreement from time to time add to or remove names from the
Makers' List. In relation to those items specified in the
Makers List the Builder shall select the supplier from the
companies listed in the Makers' List and send to the Owner for
approval in accordance with Article 5 the specification of the
relevant item together with the information the Owner may
reasonably require to assess the suitability or the Maker
proposed. The Owner shall approve or disapprove the
specification as provided in Article 5 and may propose to the
Builder the selection of another of the companies listed in
the
13
15
Makers' List in relation to the relevant item. The Builder
will do its best to meet the Owner's wishes and will forward
the respective specification for its approval. However if the
item supplied by the company proposed by the Owner from those
of the Makers' List in relation to the relevant item is more
expensive than the item manufactured or supplied by the
company as proposed by the Builder and the Builder and the
Owner are unable to agree on the selection of the item by the
company proposed by the Owner (within the procedures laid down
in Article 5), the Owner may insist on the selection of the
company proposed by it provided that the difference in price
shall be treated as a modification as provided in Article 24.
5.9 The selection of subcontractors for main items not included in
the Makers' List shall be subject to the Owner's prior
approval such approval not to be unreasonably withheld.
5.10 Any contact with the Builder's suppliers, in connection with
the supplies intended for the Vessel subject of this Contract
will, in any case, be carried out through the Builder.
5.11 The Owner will be provided with such information as it may
reasonably request in order to verify the performance of the
equipment supply or work carried out by the subcontractors.
5.12 The supplies from and work of third parties will be covered by
the Builder's guarantee as provided in Article 25 hereof.
5.13 The Owner undertakes to supply the detailed architectural
drawings ("Design Concepts") developed from the public rooms
Owner's architect drawings referred to in Article 1 relevant
to the public rooms and passenger open decks identified in the
Plans. Such Design Concepts will be drawn up at the Owner's
expense and delivered to the Builder. The Builder will advise
the Owner within three months from the date of this Contract
of the schedule for delivery and scope of the Design Concepts
for the Vessel which the Owner has to provide. Such schedule
shall allow reasonable time in each case for the
14
16
Owner's architect to draw up such Design Concepts and the
Builder shall provide the Owner's architect a reasonable
period in advance of the deadline for submission of the Design
Concepts with information regarding the layout, frame spacing,
steel structure, engine casing, vertical and horizontal air
and cable ducts and other similar information which is
sufficiently firm to enable the Owner's architect to prepare
the Design Concepts and precludes foreseeable major changes in
such items which would affect the preparation of such Design
Concepts.
The Design Concepts will conform with the structure and layout
of the relevant areas of the Vessel and the standards
stipulated in this Contract. However if the Builder discovers
that detailed modifications are required to accommodate the
general concepts in a reasonable manner, it will promptly
notify the Owner about the problem with a view to finding a
solution acceptable to both parties.
Within two months from the receipt of the Design Concepts the
Builder shall work up the Design Concepts and provide the
Owner with detailed drawings implementing the same and during
the following 30 days the Builder and the Owner shall
collaborate to reach the final decision about the drawings
implementing the Design Concepts.
Each of the final drawings prepared by the Builder will be
signed by the Owner and the Builder by way of approval.
15
17
ARTICLE 6
Hull Number
6.1 The Vessel will be identified as hull number 5980.
6.2 As soon as possible after the arrival at the Builder's yard,
all materials, machinery and other equipment intended to be
incorporated in the Vessel shall be marked with the above Hull
number for the purpose of identification and establishing that
such materials, machinery and equipment belong to the Vessel.
The Builder may not use any such marked material, machinery,
and equipment for the construction of any other vessel without
the approval of the Owner, such approval not to be
unreasonably withheld. The Builder may not use for the
construction of the Vessel materials, machinery and other
equipment marked for use in the construction of any other
vessel without the approval of the Owner, such approval not to
be unreasonably withheld.
16
18
ARTICLE 7
Inspection of Construction
7.1 During the Vessel's construction, the Owner shall have the
right to have the Vessel and all engines, auxiliary machinery,
outfit, furnishing etc., inspected by its authorised
representatives, to whom the Builder shall grant free access -
during working hours - to the Vessel, its shipyard and
workshops and shall obtain the same right of access to the
plant where parts intended for the Vessel subject of this
Contract were sub-contracted by the Builder.
7.2 The supervision and inspection carried out during the Vessel's
construction by the Owner or its authorised representative
shall not relieve the Builder from its obligations to complete
the Vessel in accordance with this Contract and Specification
and the Plans. Throughout the period during which the Vessel
is under construction the Builder will conduct its proper
quality control programme of inspections, testing and
supervision by a team of the Builder's staff designated for
this purpose. The Owner's quality control staff shall wherever
practicable work together with the Builder's staff and jointly
sign protocols in respect of items approved by them.
7.3 The Owner and/or its authorised representatives shall promptly
notify the Builder in writing of any noted defects and
deficiencies which are considered by them as non-compliance
with the contractual conditions in respect of materials or
workmanship.
7.4 Approval by the Owner or Owner's representatives of work,
inspections, tests, trials, documents or plans shall not
relieve the Builder of its responsibility for the successful
completion of the Vessel in accordance with this Contract, the
Specificatin and Plans.
7.5 The Builder shall take into due account reasonable remarks, if
any, by the Owner or its authorised representatives, within
the limits of the contractual obligations.
17
19
7.6 The Owner's authorised representatives shall observe the work
rules prevailing at the Builder's and Builder's
subcontractors' premises as far as they may be concerned.
They shall also address their remarks exclusively to the
Builder's appointed representatives.
7.7 Should the Owner elect to entrust the inspection to persons
outside its organisation, such persons shall be subject to the
Builder's prior approval (not to be unreasonably withheld).
7.8 The Builder shall prepare an inspection and tests schedule and
shall give to the Owner reasonable advance notice about the
dates of all inspections, tests and trials including those
carried out on sub contractors' premises as required by the
Specification. On completion of the test operations of major
items, there will be drawn up protocols of acceptance
undersigned by the Owner's and Builder's authorized
representatives and, wherever required, by the Classification
Society.
7.9 The Builder shall provide at its yard to the Owner's
Representatives, for their inspection tasks, suitably
furnished office spaces equipped with lavatories, telephone,
word processors and telefax and as described in the
Specification. The telephone and telex/telefax expenses will
be borne by the Owner.
18
20
ARTICLE 8
Delivery
8.1 The delivery of the Vessel means the presentation of the
Vessel afloat, moored at a quay, suitable for crew and
passenger embarkation and loading of Owner's supplies and
provisions, free from encumbrances or liens (other than the
Construction Finance Mortgage referred to in Article 10.5
which shall be discharged contemporaneously with delivery),
upon the satisfactory trials completion and completion of all
work required under this Contract, the Specification and the
Plans, together with the documents required by the
Specification. Such documents shall be in the usual form they
are issued on delivery.
The following further documents will be handed over to the
Owner
(A) Invoice for the total final price.
(B) Declaration of Warranty of the Builder that the Vessel
is delivered to the Owner free and clear of any and all
liens, claims or other encumbrances upon the Vessel and
the Owner's title thereto, and in particular, that the
Vessel is absolutely free of all burdens, in the nature
of imposts, taxes or charges imposed by the city, state
or county of the port of delivery, as well as of all
liabilities arising from the construction or operation
of the Vessel on trial runs or otherwise, prior to
delivery and acceptance.
(C) Builder's Certificate.
A protocol of delivery and acceptance will be signed by
the Builder and the Owner.
8.2 If:-
(A) the aforementioned documents are tendered by the
Builder and
19
21
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
(B) the Vessel has been duly completed in accordance with
this Contract, the Specification and the Plans, the
delivery shall be considered as carried out to all
effects even if the Owner refuses to sign the protocol
of delivery and acceptance.
8.3 The Vessel will be delivered to the Owner, in accordance with
this Contract and provided the payments hereinafter specified
are made within the terms set forth, upon completion of all
work necessary to enable the Vessel to comply with this
Contract, the Specification and the Plans on 30 September 1997
extended by the period by which the delivery of the Vessel is
delayed by reason of force majeure affecting the Vessel as
provided in Article 26 and for modifications affecting the
Vessel as provided in Article 24 and for delays in payment in
relation to the Vessel as provided in this Contract which
would permit the Builder to delay delivery of the Vessel. The
Vessel may be delivered at the Builder's yard at which the
Vessel has been built or at Venice or Trieste provided that
the Builder shall give to the Owner not less than 30 days'
notice of the place of delivery. The Builder agrees and will
procure that the Vessel may remain at the quay for a period of
7 days after delivery. If the Vessel is completed and tendered
for delivery to the Owner before the date specified above the
Owner may, but shall not be obliged to, take delivery of the
Vessel before that date.
8.4 Should the Vessel not be delivered in accordance with the
terms of this Contract, the Specification and the Plans on or
before the date extended as referred to therein the Builder
shall pay to the Owner as final liquidated damages an amount
of Italian Lire XXXXXXX for each solar day of delay.
8.5 Should the delay in the delivery of the Vessel, exceed by 360
solar days, the delivery date specified in paragraph (3) of
this Article extended as referred to in the said paragraph (3)
the Owner, as an alternative to receiving the foregoing
liquidated damages, shall have the right to terminate this
Contract with the consequences set forth in Article 20 hereof.
20
22
8.6 Should the delay in the delivery of the Vessel exceed by more
than 540 solar days the delivery date specified in relation
thereto in paragraph (3) of this Article, as extended by the
period by which the Vessel is delayed by reason of
modifications affecting the Vessel as provided in Article 24
and delays in payment in relation to the Vessel as provided in
Article 11 then, irrespective of the provisions of Article 26
which might otherwise permit postponement of delivery, the
Owner shall have the right to terminate this Contract with the
consequences set forth in Article 20 hereof.
8.7 Without prejudice to the Owner's rights under Article 8, 13,
14, 15, 16, 17 and 18 of this Contract, in the event that the
Vessel is tendered for delivery by the Builder, the Vessel has
defects or deviations (other than defects or deviations
referred to in Articles 13, 14, 16, 17 or 18) and each of the
following conditions is satisfied in relation thereto:
(A) the defects and/or deviations do not make the Vessel
unsuited to the service for which the Vessel has been
ordered; and
(B) the defects and/or deviations do not represent a
material departure from the requirements of this
Contract, the Specification, the Plans and the hull
lines and form developed for the Vessel; and
(C) the defects and/or deviations cannot reasonably be
expected to affect the operational efficiency of the
Vessel; and
(D) the defects and/or deviations cannot reasonably be
expected to affect the safety or comfort of the
Vessel's passengers; and
(E) the defects and/or deviations do not prevent the issue
of the certificates which the Builder is required by
the Specification to deliver to the Owner on the
delivery of the Vessel;
but the Vessel has in other respects been completed in
accordance with the requirements of this Contract, the
Specification and the Plans, the Owner shall accept delivery
of the Vessel with an appropriate reduction of the price. If
the
21
23
Vessel is tendered with defects or deviations other than such
defects or deviations as are referred to above the Owner
shall, subject to Articles 13, 14, 15, 16 and 17, not be
obliged to take delivery of the Vessel. In circumstances in
which the foregoing provisions of this paragraph apply, the
determination of the appropriate reduction of the price by
agreement or arbitration shall not delay the delivery of the
Vessel.
8.8 In the event that when delivery of the Vessel is tendered by
the Builder the Vessel shows minor defects or non-completions
in the passengers' areas, the Owner will take delivery of the
Vessel while claiming remedy of the defects and/or completion
of work during the Vessel's transfer voyage and the Builder
shall supply, at its expense, all the materials and labour
necessary to remedy the foregoing defects and non-completions
before the date foreseen for the embarkation of passengers.
However, subject to Article 16.3, in the event that on the
embarkation of passengers one or more cabins are still
unusable, the Owner will be entitled to claim from the Builder
the reimbursement of the Owner's loss of profit attributable
to the non-completions, up to the date when the defects or non
completions will be remedied by the Builder. The Owner will
give the Builder the opportunity to continue to work, provided
that such work shall be carried out in a manner which will not
reasonably cause discomfort or annoyance to passengers. If the
Builder is unable to remedy such defects or non-completions so
as to render the affected cabins unusable the Builder's
obligation to reimburse the Owner for its loss of profit shall
cease when the Builder acknowledges it is so unable and the
Builder shall therefore be liable to pay the liquidated
damages stipulated in Article 16.5
8.9 In the event that when delivery of the Vessel is tendered by
the Builder the Vessel shows minor defects or non-completions
concerning areas not intended for passengers, and/or areas
intended for passengers except to the extent remedied by the
Builder under paragraph 8 of this Article or to which the
Builder has paid liquidated damages under paragraph 8 of this
Article and Art. 16.5, then the Owner will be entitled either
to claim their remedy by the Builder at the Builder's expense
after delivery during the Vessel's transfer voyage prior to
the Vessel entering service, or to arrange itself for the
22
24
execution of such remedy work, and in the latter case the
Builder shall refund the actual cost incurred by the Owner.
Such work shall be carried out in a manner which will not
reasonably cause discomfort or annoyance to passengers.
8.10 In paragraphs 8 and 9 of this Article "minor defects or
non-completions" means defects or non-completions which exist
when delivery of the Vessel is tendered and which either:
(A) would not entitle the Owner to reject the Vessel and
terminate this Contract by virtue of paragraph 7 of
this Article; or
(B) would entitle the Owner to reject the Vessel but
despite which the Owner agrees to take delivery of the
Vessel and which are notified to the Builder on
delivery.
8.11 If it is not practicable before delivery for the Builder to
demonstrate the contractual performance of any of the
specified equipment or the contractual performance of any of
the specified technical systems of the Vessel in its intended
operating conditions, the Builder will demonstrate such
performance as soon as practicable and if not practicable
within 180 days of delivery compliance or non-compliance shall
be determined by calculations. In case of deficiencies in
performance the Builder will remedy such deficiencies under
paragraph 9 of this Article or the guarantee contained in
Article 25 as appropriate.
23
25
[MARKED TEST OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 9
Price
The Owner shall pay to the Builder for the Vessel the price of Italian Lire
XXXXXXXXXXXXXXXXXXXXXXXXXXX (It. Lire XXXXXXXXXXXXXXX) fixed and not subject to
adjustment.
24
26
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 10
Payment Conditions
10.1 The payment of the price of Italian Lire
XXXXXXXXXXXXXXXXXXXXXXX (It. Lire XXXXXXXXXXXXXXX) will be
made for the Vessel as follows:
XX% (Italian Lire XXXXXXXXXXXXX) on signature of this
contract;
XX% (Italian Lire XXXXXXXXXXXXX) on XXXXXXXXXXXX;
XX% (Italian Lire XXXXXXXXXXXXXX) on XXXXXXXXXXXX;
XX% (Italian Lire XXXXXXXXXXXXXX) on XXXXXXXXXXXXX;
XX% (Italian Lire XXXXXXXXXXXXXX) on XXXXXXXXXXXX;
XX% (Italian Lire XXXXXXXXXXXYXXX) financed through a
supplier's
Credit on the following conditions:
(A) Rate of interest: XXXX% per annum, fixed, net, payable
on a semiannual basis and calculated on the loan
outstanding balance.
(B) Repayment: over XXX years by means of XX semiannual
equal principal instalments including the relevant
interest calculated as above from the Vessel's delivery
(as per Annex 1).
(C) Loan instruments for the Vessel: XX sets of XX
promissory notes. The promissory notes must be free of
any taxes, impost, levies or duties present or future
of any nature whatsoever and not capable of prepayment
(as per Annex 2).
(D) Maturities: the Promissory Notes shall have maturities
in accordance with the expected date for delivery of
the Vessel as provided in paragraph (3) of Article 8.
The first note of each set will expire at 6 monthly
intervals from each such expected delivery date. The
following
25
27
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
maturities will expire at 6 monthly intervals
thereafter (as per Annexes 3/A, 3/B 3/C and 3/D).
(E) Release of loan instruments: promissory notes, duly
filled in, shall be deposited in trust within 30 days
from the date of this Contract at a first class Italian
Bank: acceptable to the Owner (hereinafter called the
"Trustee Bank") with irrevocable instructions (see
Annex 4) to release them to the benefit of the Builder,
upon presentation by the same of RINA certificates
stating that the Vessel has reached the percentage
stage of completion stated in Annex 5.
The Builder undertakes to release such promissory notes
only in order to obtain the financing of the Vessel
during the construction period.
(F) Deferred delivery: in case the actual delivery date of
the Vessel is different from the date specified in
relation thereto in paragraph 3 of Article 8, the
parties agree to reissue or amend the promissory notes
modified accordingly, so that the new maturity dates
will be at six monthly intervals from the actual
delivery date.
10.2 The amounts due by the Owner or by the Builder for the
modifications to the Specification and to the Plans will be
paid on delivery of the Vessel. Interest on XX% of the cost of
modification shall be payable by the Owner to the Builder in
the case of extra costs, or by the Builder to the Owner in the
case of credits, from the date on which the modification is
agreed until delivery, calculated at the prime rate ABI as
mentioned in Article 20.1(A).
10.3 Liquidated damages, if any, or premiums for delivery, speed,
deadweight, capacity and fuel oil consumption will be
determined on delivery of the Vessel and the relevant amount
will be paid to the party entitled thereto on delivery.
26
28
In the event of any dispute as to the quantification of any
such amount, delivery of the Vessel shall nevertherless take
place in accordance with this Contract (but without prejudice
to the right of either party to refer such dispute to
arbitration in accordance with Article 30 of this Contract).
Any liquidated damages or price reduction will be settled by
way of cash payment by the Builder to the Owner and not by way
of reduction in the amounts payable hereunder by the Owner or
by way of modification to the promissory notes referred to in
Article 10.1.
10.4 The Owner shall not delay or discontinue any payment foreseen
in this Contract for any reason whatsoever except in the event
of the proper termination of this Contract in relation to the
Vessel or a total loss of the Vessel as provided herein.
Exceptions and/or claims, if any, by the Owner against the
Builder, will be asserted separately according to the
provisions set forth in Article 30 hereof.
10.5 If, as contemplated in Article 10.1 (E), the Builder proposes
to release the promissory notes in order to obtain the
financing of the Vessel during the construction period, then
in order to procure such financing, the Builder may (prior to
the transfer of the property in any part of the Vessel to the
Owner pursuant to Article 21) grant in favour of the financing
parties a first priority mortgage over the Vessel (the
"Construction Finance Mortgage") and register the same as a
mortgage of a vessel under construction (at its own expense),
provided that (1) the financing parties agree for the benefit
of the Builder and the Owner that they will not take any steps
to enforce the mortgage save in circumstances where an event
has occurred which entitles the Owner or the Builder to
rescind or terminate the Contract; and (2) that the mortgagees
under the Construction Finance Mortgage give undertakings to
the Owner in mutatis mutandis substantially the same terms as
the undertakings given by Citibank N.A. to the Owner in
relation to Hull 5954.
27
29
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
If a Construction Finance Mortgage is created, then the
transfer of the property in all or part of the Vessel pursuant
to Article 21 shall be a transfer subject to the Construction
Finance Mortgage.
10.6 Any financing provided to the Builder in respect of the
construction period will be on terms whereby the full amount
due will be repayable at the delivery of the Vessel at which
point the Builder will re-acquire the promissory notes issued
by the Owner under Article 10 and sell the promissory notes
without recourse to an investor or investors.
10.7 The Builder shall not have any rights to sell the Promissory
Notes of the Owner referred to in Article 10 of this Contract
to anyone other than one or more Qualified Investors.
"Qualified Investor", used herein, means any financial
institutions or other entity approved in writing by the Owner.
10.8 If, at delivery of the Ship by the Builder to the Owner, in
accordance with the terms of this Contract, the Builder has
not received a bona fide offer from a Qualified Investor to
purchase the Promissory Notes, on terms substantially the same
as the offer referred to in the letter dated January 14, 1995
(the "Citibank Offer") from Citibank, N.A. to the Builder and
Citibank N.A. Rome as intermediary bank, or at a price equal
to the principal value of the Promissory Notes (i.e., It. Lire
XXXXXXXXXXXXXXX), then the Builder shall have the right to
demand payment of the deferred portion of the purchase price
of the Ship represented by the principal value of the
Promissory Notes in cash on the date of delivery. In such
event, the Builder shall concurrently return the Promissory
Notes to the Owner on payment of such amount, and the Owner
agrees to indemnify and hold the Builder harmless under such
circumstances from and against all losses, directly incurred
by the Builder as a result of repayment of any subsidy
otherwise paid to, or loss of any subsidy due to the Builder
in respect of the construction financing of the Ship.
28
30
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
10.9 In the event that the Builder has received a bona fide offer
from a Qualified Investor to purchase the Promissory Notes on
or before the delivery date of the Ship under this Contract,
on terms substantially the same as the Citibank Offer or at a
price equal to the principal value of the Promissory Notes
(i.e., It. Lire XXXXXXXXXXXXXXX) and the Builder fails to
deliver the Promissory Notes for purchase under such offer,
then the Owner shall have the right, but not the obligation,
to pay the deferred portion of the purchase price of the Ship
in cash on delivery for an amount equal to the purchase price
of the Promissory Notes under the bona fide offer not accepted
by the Builder. If the Owner pays such price in cash then the
Owner shall concurrently return the Promissory Notes to the
Owner. In this event, the Builder will indemnify the Builder
will indemnify the Owner in respect of any advisers' legal
fees relating to this transaction, and no indemnification will
be required from the Owner to the Builder, in respect of any
loss of subsidy or otherwise.
29
31
ARTICLE 11
Defaults by the Owner/Carnival Corporation
11.1 Should the Owner be in default in payment of any Contract
instalment and/or other amounts due under this Contract, then
the Owner shall pay to the Builder - as from the due date
interest thereon reckoned according to the prime rate ABI
(Italian Banking Association), increased by 4 percentage
points, published in "Il Sole 24 Ore" at three months
capitalization.
11.2 Moreover, the Builder shall be entitled to one day's extension
in the delivery time of the Vessel for each day of delay in
the payment of the aforesaid sums and if the delay exceeds 15
days as from the due date the Builder shall have the option to
suspend the Builder's obligations under this Contract in
relation to the Vessel until payment of such sums and interest
thereon has been received by the Builder.
11.3 If the aforesaid delay exceeds one month from the due date,
the Builder, even if it has elected to suspend its obligations
as aforesaid, or if any of the events specified in Article
11.7 occurs and is continuing, may give to the Owner at any
time notice in writing declaring the Contract terminated and
claim damages.
11.4 To recover payment of the damages for default of the Owner
under this Article the Builder shall have the option, but
shall not be bound to sell the Vessel before or after having
completed it (together (at the Builder's discretion) with any
Owner's supplies in the Builder's possession) without
prejudice to any other of the Builder's rights.
11.5 Should the Builder elect to sell the Vessel (together with any
such Owner's supplies), then the sale shall be effected by
auction or by private sale, on such terms and conditions at
such price as the Builder shall determine, no responsibility
deriving therefrom to the Builder. Should the net proceeds of
such sale and the instalments already paid by the Owner not
cover the damages
30
32
and expenses suffered by the Builder (including, without
limitation, costs and expenses incurred by the Builder in
connection with the sale and any costs and expenses incurred
by the Builder in constructing and completing the Vessel after
termination of the Contract in relation thereto), the Owner
shall be liable for the difference.
11.6 Should the Owner fail to take delivery of the Vessel in
accordance with the terms of this Contract then, without
prejudice to any other right of the Builder, the whole of the
outstanding balance of the purchase price payable under
Article 10 and all the other outstanding payments due from the
Owner shall be regarded as having fallen due immediately on
service of notice from the Builder to the Owner demanding
payment pursuant to this Article 11.6.
11.7 The events referred to in Article 11.3 are:-
(A) a bona fide petition, whether voluntary or involuntary,
is filed and is not dismissed within thirty (30) days
or an effective resolution is passed for bankruptcy,
liquidation, reorganisation or winding up of the Owner
or Carnival Corporation (other than for the purpose of
a reconstruction or amalgamation which has received the
Builder's prior written approval, such approval not to
be unreasonably withheld); or
(B) a receiver, trustee, liquidator, or sequestrator of, or
for, the Owner or Carnival Corporation or any
substantial portion of the property of the Owner or
Carnival Corporation is appointed or the Owner or
Carnival Corporation makes an assignment of the whole
or a substantial part of its assets for the benefit of
creditors; or
(C) the Owner or Carnival Corporation is unable to pay or
admits its inability to pay its debts as they fall due
or if a moratorium shall be declared in respect of any
indebtedness of the Owner or Carnival Corporation or
the Owner or Carnival Corporation ceases to carry on
its business or makes any composition with its
creditors generally or is declared bankrupt or goes
into liquidation.
31
33
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 12
Trials
12.1 The Vessel shall run the following testing trials:
(A) Dock trial as specified in the Specification.
(B) Official sea-trials as provided in the Specification
during which the trial speed and the propulsion motors
output and revolutions shall be determined in
accordance with paragraph (E)(ii) of Article 3.1.
An endurance test as well as all other trials and test
included in the sea trial program in the specification
shall also be carried out with recording of
measurements of all parameters, enabling determination
of performance relevant to each test.
(C) All other trials specified in the Specification. The
trials program will be timely agreed upon by Owner and
Builder.
12.2 The speed runs and endurance test shall be run at the draft of
XXX meters or at the draft attainable by ballasting the Vessel
with ballast water using tanks and compartments intended for
this purpose.
As far as practicable the draft and conditions shall be as
close as possible to the corresponding draft and other actual
trial conditions at which tank model tests have been carried
out. Should such speed trial draft and other actual trial
conditions be other than the draft and conditions specified in
paragraph (E)(ii) of Article 3.1, the speed, the propulsion
motors' output and the revolutions corresponding to the latter
draft and conditions shall be determined by the Netherlands
Model Basin in Wageningen on the basis of the results recorded
at
32
34
the sea trials by means of data from their model tests carried
out with the final hull form and design propellers.
12.3 All trials and measurements will be conducted in a manner and
to an extent as prescribed in a detailed schedule based on the
Specification. The methods to be used are to be selected by
the Builder to suit the Vessel's sea trials programme to the
approval of the Owner.
12.4 The Builder has the right to subcontract speed and power
measurements to an independent model basin or research
institute. However, the Owner will be kept fully informed and
allowed to observe and ascertain measurements recorded during
the trials as if the Builder had carried out the tests with
its own personnel.
12.5 Should conditions which properly qualify to delay delivery as
provided in Article 26 prevent the Builder from carrying out
properly the official trial on the day scheduled therefor, the
Builder has the right to postpone the trial or such part of it
as deemed necessary. In such case the Builder shall be
entitled to an extension of the Vessel's delivery time
covering the whole period of postponement provided that the
Vessel's delivery is actually delayed by such postponement and
provided further that the Builder shall promptly carry out the
postponed trial or part as soon as conditions allow.
12.6 The Builder shall also conduct a preliminary sea trial,
enabling checking and adjustment of the propulsion plant and
the detection of defects and deficiencies, such as excessive
noise and vibration, and their correction in good time. The
preliminary sea trial shall take place as soon as the Vessel
is sufficiently completed for this purpose. The Owner's
representatives shall be entitled to attend such preliminary
trial. Any adjustment to the functioning of the power
generation and propulsion plants and system associated
otherwise shall be within the normal limits prescribed by the
makers of the propulsion plant and will not in any case cause
conditions of undue stress or any other abnormal condition in
the Vessel, its machinery and equipment.
33
35
12.7 The sea trials program shall include trials for the
determination of the steering and manoeuvring characteristics
of the Vessel.
12.8 The Builder shall have the right to repeat any trial
whatsoever after giving reasonable notice to the Owner.
12.9 The official sea trials will be carried out using H.F.O. with
a viscosity of up to 700 CST/50 DEG.C., but not less than 380
CST/50 DEG.C.
12.10 All expenses for the trials will be borne by the Builder who,
during the sea trials, will provide the necessary crew at its
own expense.
12.11 Should any breakdowns occur during the trials, entailing their
interruption or irregular performance and breakdown cannot be
repaired by the normal means available on board, the trial so
affected will be cancelled and will be repeated by and at the
expense of the Builder. The time period required for the
repairs will produce an extension of the delivery term to be
agreed upon by the Owner and the Builder if caused by events
which permit extension of the delivery date under Article 26.
12.12 If the breakdowns could be repaired by the normal means
available on board, the trials, with the previous agreement
between the Owner and the Builder, will be continued and
considered as a valid trial.
12.13 The Builder shall give the Owner thirty days notice of the
anticipated date of the sea trials.
12.14 Provided the Builder will make available to the Owner the
results of the sea trials within 7 days after completion of
sea trials, within the following 7 days, the Owner shall give
the Builder a notice in writing, or by telefax confirmed in
writing, of completion and acceptance of the sea trials,
advising whether the Owner considers that the results of the
sea trials indicate conformity of the Vessel to this Contract,
the Specification and the Plans to the extent that matters
have been the subject of such sea trials or further trials.
34
36
12.15 In the event that the Owner rejects the results of the sea
trials as not conforming to the said extent by this Contract
or to the Specification or the Plans, the Owner shall indicate
within the subsequent 7 days in its notice of rejection in
what respect the Vessel, or any part or equipment thereof,
does not conform to this Contract and/or the Specification
and/or the Plans.
12.16 In the event that the Owner fails to notify the Builder as
aforesaid of the acceptance or the rejection, together with
the reason therefor, of the sea trials within the period as
provided above, the Owner shall be deemed to have accepted the
sea trials of the Vessel.
12.17 Acceptance of the results of the sea trials as above provided
shall be final and binding so far as conformity of the Vessel
to this Contract and the Specification and the Plans to the
extent demonstrated on such trials is concerned and shall
preclude the Owner from refusing formal delivery of the Vessel
as hereinafter provided, on the grounds of non conformity of
the Vessel in respect of items whose conformity has been
demonstrated and accepted during the sea trials, if the
Builder complies with all other requirements for delivery as
provided in this Contract.
12.18 Should any fuel oil or lubricating oil in storage tanks or
unbroached barrels, greases and ship's stores, including fresh
water furnished by the Builder for the sea trial remain on
board the Vessel at the time of acceptance thereof by the
Owner, the Owner agrees to buy the same from the Builder at
the Builder's cost price.
35
37
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 13
Speed - Liquidated Damages
13.1 Should the speed of the Vessel, at the design draft of XXX m
determined in accordance with Article 3.1(E)(ii) hereof, under
the conditions set out in the Specification, as determined in
Article 12 hereof, be lower than XX knots, the Builder shall
pay to the Owner, as final liquidated damages, the following
cumulative amounts:-
-for the first two tenths of knot of less speed: It.Lire XXXXXXXXXX
-for the third tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the fourth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the fifth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the sixth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the seventh tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the eighth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the ninth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for one knot of less speed: It.Lire XXXXXXXXXX
-fractions in proportion.
Should the speed of the Vessel determined as aforesaid be less
than XX knots, then the Owner, as an alternative to receiving
the foregoing liquidated damages, shall have the option to
terminate this Contract with the consequences provided for in
Article 20 hereof.
13.2 Should the service speed of the Vessel determined in
accordance with Article 3.1(E)(i) hereof under the conditions
set out in the Specification, as determined on the sea trials,
be lower than XXXX knots, the Builder shall pay to the Owner,
as final liquidated damages, the following cumulative
amounts:-
-for the first two tenths of a knot of less speed:
36
38
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
-for the third tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the fourth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the fifth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the sixth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the seventh tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the eighth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for the ninth tenth of knot of less speed: It.Lire XXXXXXXXXX
-for one knot of less speed: It.Lire XXXXXXXXXX
-fraction in proportion.
Should the service speed of the Vessel determined in
accordance with the preceding provisions of this paragraph be
less than XXXX knots, then the Owner, as an alternative to
receiving the foregoing liquidated damages, shall have the
option to terminate this Contract with the consequences
provided for in Article 20 hereof.
13.3 If the Owner would be entitled to receive amounts by way of
liquidated damages under both Article 13.1 and 13.2 in respect
of deficiencies in speed calculated under the respective
provisions thereof the Owner shall receive the higher of the
amounts due under respectively Article 13.1 and 13.2 but not
both amounts.
37
39
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 14
Deadweight - Liquidated Damages
14.1 The Vessel's deadweight - as determined in the Specification -
in sea water of 1.025 specific gravity on the mean draft of
XXX meters from the base line will not be less than XXXX
metric tons.
14.2 Should the Vessel's deadweight be less than XXXX metric tons,
then the Builder shall pay to the Owner, as final liquidated
damages, an amount of Italian Lire XXXXXXX for each metric ton
of lesser deadweight, with a fixed free allowance of XXX
metric tons.
14.3 Should the Vessel's deadweight be less than XXXX metric tons,
then the Owner, as an alternative to receiving the
aforementioned liquidated damages, shall have the option to
terminate this Contract with the consequences provided for in
Article 20 hereof.
38
40
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 15
Stability
15.1 The Vessel's stability characteristics shall be such as to
fulfil the provisions of the rules set out in Article 2 hereof
and to be adequate for satisfactory seakeeping and
seaworthiness.
15.2 An inclining test for the determination of the Vessel's
stability characteristics shall be carried out in accordance
with the provisions of Lloyd's Register of Shipping and/or
national administration of the Vessel's intended Registry.
15.3 If necessary to enable the Vessel to comply with stability
requirements in accordance with the regulations referred to in
Article 2 hereof, the Builder may use the double bottom void
tanks for ballast water; such tanks to be coated as specified
in the Specification for ballast tanks and provided with
ballast suctions and sounding pipes both port and starboard.
In this case the design draft as per Article 2 shall be
increased up to XXX M and the design draft referred to in
Article 3.1(E)(i) and (ii), 13 and 14.1 shall be
correspondingly increased. The above agreement does not
relieve the Builder of its responsibility to comply in all
respects with the prescribed deadweight, speed and range as
specified in Article 3 with the increased design draft.
39
41
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 16
Passengers and Crew Accommodation Capacity
16.1 The capacity of the passenger and crew accommodation is
specified in Article 3 hereof, the Specification and Plans.
16.2 It is however understood that, except in the case of prior
agreement between the Builder and the Owner, if the number of
passenger cabins of the Vessels is lower than the number
determined in the contractual documentation (after deducting
the number of cabins which are unacceptable, taking account of
the allowed tolerances, owing to excess noise and/or
vibrations as set forth in the Specification), then the
Builder shall pay to the Owner, as final liquidated damages,
the amount quoted in Article 16.5 for each missing cabin.
16.3 In the event that, except in the case of prior agreement
between the Builder and the Owner, the number of the passenger
cabins is less than XXX then the Owner, as an alternative to
receiving the aforementioned liquidated damages, shall have
the option to terminate this Contract with the consequences
provided for in Article 20 hereof.
16.4 For cabins which are unacceptable taking into due account the
allowed tolerances, owing to noise excess and/or vibrations as
set forth in the Specification then the Builder shall pay to
the Owner, as final liquidated damages, the amount quoted in
paragraph 5 of this Article 16, in respect of each such cabin.
16.5 The amount to be considered for liquidated damages purposes
for each type of cabin is:
Suites It. Lire XXXXXXXXXXX
Deluxe suites Lt. Lire XXXXXXXXXXX
40
42
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
Outside Standard cabin It. Lire XXXXXXXXXXX
Inside Standard cabin It. Lire XXXXXXXXXXX
16.6 For loose furniture an amount of It. Lire XXXXXXXXXXXXX is
included in the Vessel's price. Consequently, it is understood
that during the outfitting of the Vessel the Builder shall
proceed by mutual agreement with the Owner to the selection
and purchasing of the loose furniture and the cost differences
(plus or minus) which may result, depending on the quantities
purchased and the actual unit prices paid, shall be paid as
set forth in Article 10.2 hereof according as the total amount
actually paid for such loose furniture exceeds or is less that
It. Lire XXXXXXXXXXXXX. It is also agreed that the Builder
shall hand over to the Owner one copy of the purchase orders
relevant to the loose furniture, complete with corresponding
prices.
41
43
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 17
Fuel Oil Consumption - Liquidated Damages
17.1 For the main diesel engines a shop test shall be carried out
in accordance with the Specification. During such shop test
the specified fuel consumption shall be ascertained and
corrected to the design parameters.
17.2 For this purpose the shop test shall be run on marine diesel
fuel oil with each diesel engine developing XXX MCR at XXX
revolutions. The measured fuel consumption shall be corrected
to a reference lower calorific value of XXXXX kilojoules per
kg and ISO XXXXXX standard conditions. The fuel consumption of
the main propulsion plant so corrected shall not exceed XXX
grams per KWH.
17.3 With respect to any of the engines, should the corrected fuel
consumption be in excess of XXXX% of XXX grams per KWH the
Builder shall pay to the Owner, liquidated damages and not by
way of penalty, an amount of Italian Lire XXXXXXXXXX for each
full XXX per cent and pro rata for each fraction thereof in
excess of XXX% of XXX grams per KWH save and except that the
Builder shall have the right to remedy any defect causing such
excessive fuel consumption and repeat the trial.
17.4 With respect to any of the engines, should the corrected fuel
consumption be in excess of XXX per cent of XXX grams per KWH
the Owner, as an alternative to receiving the above mentioned
liquidated damages, shall have the option to terminate this
Contract, with the consequences provided for in Article 20,
save and except that the Builder shall have the right to
remedy any defect causing such excessive fuel consumption and
repeat the trial.
42
44
ARTICLE 18
Vibrations and Noise
The noise and vibration permissable levels, calculations and investigation for
the prediction thereof, exciter tests measurements, and precautions to be
carried out by the Builder shall be in accordance with the provisions of the
Specification.
43
45
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 19
Maximum amount of Liquidated Damages
The amount of the liquidated damages referred to in Article 8 (delivery), 13
(speed), 14 (deadweight), 16 (capacity) and 17 (fuel consumption), shall in no
case whatsoever exceed XX% of the price set forth in Article 9 hereof; the
Owner shall waive its entitlement to any excess.
44
46
ARTICLE 20
Termination of the Contract - Liquidated Damages to be paid by the Builder
20.1 In the event of termination of this Contract under Articles 8,
13, 14, 15, 16 or 17, or paragraphs 2 or 3 of this Article,
the Owner shall be entitled to:
(A) the refund of all the sums paid to the Builder
increased by the interest reckoned according to the ABI
(Italian Bankers' Association) prime rate published on
"Il Sole 24 Ore" at three month capitalization running
from the date of the payment of relevant amount; and
(B) the cost to the Owner and/or Carnival Corporation
and/or HAL Antillen N.V. and/or HAL Cruises Ltd of
unwinding the forward foreign exchange contracts
entered into by the Owner and/or Carnival Corporation
and/or HAL Antillen N.V. and/or HAL Cruises Ltd for the
purchase of Italian Lire with United States Dollars to
enable the Owner to make payments to the Builder under
Article 10 hereof; and
(C) the return of the original signed Promissory Notes
issued by the Owner pursuant to Article 10; and
(D) the return of the Owner's supply items or the payment
of an amount equal to the cost to the Owner of
supplying those items of the Owner's supply which are
not returned or which cannot reasonably be used by the
Owner; and
(E) in the case of termination pursuant to Article 8, the
liquidated damages which would have accrued pursuant to
Article 8.4 as if the Vessel had been delivered on the
date of termination.
Except as otherwise expressly agreed and as provided in this
Article 20.1 the Builder shall not have any further or other
liability arising from this Contract following termination
under the provisions referred to in this Article 20.1.
45
47
20.2 If:
(A) a bona fide petition is filed and is not dismissed
within thirty (30) days or an effective resolution is
passed for the winding up of the Builder (other than
for the purpose of a reconstruction or amalgamation
which has received the prior written approval of the
Owner; such approval however not to be required in case
of reconstruction or amalgamation within the
Fincantieri Group affecting the Builder); or
(B) a receiver is appointed of the undertaking or property
of the Builder; or
(C) the Builder suspends payment of its debts or ceases to
carry on its business or makes any composition with its
creditors generally or is subjected to amministrazione
controllata;
and in any such case the construction of the Vessel is
suspended for a period of more than sixty days for reasons
other than any of the events specified in Article 26 (in cases
in which such events may excuse delay in construction);
then, the Owner may immediately (without being bound thereto)
terminate this Contract by giving notice in writing to the
Builder.
20.3 If the Builder is declared bankrupt or goes into liquidation
then the Owner may immediately (without being bound thereto)
terminate this Contract by giving notice in writing to the
Builder.
46
48
ARTICLE 21
Property Rights
21.1 The property of the vessel belongs ab initio to the Builder.
With reference to the supplier credit provided in Article
10.1, the property of the Vessel will be transferred gradually
to the Owner in the quantity and when the stages of
construction certified by R.I.Na. foreseen in the Annex 5 have
been reached.
21.2 Taking into account the provisions of Article 21.1 and the
fact that during the construction of the Vessel the Owner will
pay in cash a partial amount of the purchase price, the
parties agree in favour of the Builder that any transfer of
property to the Owner is subject to the due performance by the
Owner of its obligations under this Contract. It is agreed
that the Builder has required this condition as condition of
its agreement to the transfer of the property provided in this
Article.
Accordingly if the Builder becomes entitled to terminate this
Contract in accordance with Article 11.3 or the Owner fails to
take delivery of the Vessel as provided in Article 11.6 or if
the Owner exercises its right to terminate this Contract under
Articles 8, 13, 14, 15, 16 or 17 or Article 20.2 or 20.3, or
in the event that on the occurrence of a dispute between the
Builder and the Owner, then, subject to Article 21.12, the
transfer of the property of all the portions of the Vessel
will be null and void and the property of the Vessel will come
back automatically ("condizione risolutiva" under Italian Law)
to the Builder without any claim from the Owner for this
retransfer of property. The retransfer of the property will
take place at the moment when the relevant event has occurred
and the Builder has given notice in writing to the Owner
referring to this Article 21.2 and specifying that the
conditions for retransfer has occurred.
21.3 It is agreed that any retransfer of the property from the
Owner to the Builder will not prejudice the other rights of
each party under the other provisions of this Contract.
47
49
21.4 Since the clause 21.2 is in favour of the Builder, the Builder
shall be entitled to waive the benefit thereof by written
communication to the Owner.
21.5 The Owner further undertakes : (i) at the Builder's expense on
the occurrence of any of the events specified in Article 21.2,
to fulfil immediately under simple request by the Builder any
further activity and/or to provide any further, even notarial
document, if necessary to get the immediate retransfer of
property to the Builder; (ii) not to register any mortgage,
liens or other encumbrances on the Vessel under construction;
(iii) (without prejudice to the Owner's rights under Article
29 (assignment)) not to sell his portions of the Vessel.
21.6 The Owner will acquire the whole property of the Vessel on the
signing of the protocol of delivery.
21.7 The Builder will be entitled to register at the Builder's
expense at each transfer of property of the Vessel to the
Owner an Italian hypothec (ipoteca su nave in costruzione) on
the Vessel as a guarantee of the Owner's obligation specified
in Article 21.2. This hypothec will cease only on signature by
the Builder and the Owner of the protocol of delivery and
acceptance and shall rank behind any Construction Finance
Mortgage granted as contemplated in Article 10. On delivery
the Owner will register a first mortgage on the Vessel in
favour of the Builder under its flag of registry (in the form
to be agreed between the Owner and the Builder, including in
any case an assignment of the Owner's rights in respect of the
marine insurances and protection and indemnity cover in
respect of the Vessel) which shall be released by the Builder
when the Builder enters into an unconditional contract with a
Qualified Investor for the purchase from the Builder of the
Promissory Notes issued by the Owner under Article 10. No
such mortgage will be required if the Builder has entered into
such unconditional contract on or before the delivery of the
Vessel.
48
50
21.8 The transfer of property and mortgage rights contemplated by
this Article will be regulated by Italian Law without
prejudice to provisions set forth in Article 30.1.
21.9 All the rights in the Specification, Plans and working
drawings, technical descriptions, calculations, test results
and other data information and documents concerning the design
and construction of the Vessel shall belong to the Builder
before actual delivery and after actual delivery each party
recognises the right of the other to use them, excluding
(before and after delivery) the Specification, Plans and
drawings for passengers' accommodation, wheel house and engine
control room, public rooms and store and baggage handling
areas, property in, and the right to use, which shall (before
and after delivery) belong exclusively to the Owner.
21.10 In the event of termination of this Contract by reason of the
Builder's default the Owner may also use the Specification,
Plans, working drawings, technical descriptions, calculations,
test results and other data, information and documents
referred to above. The property in the Specification, plans,
working drawings, technical descriptions, calculations, test
results and other data, information and documents referred to
above shall automatically become the exclusive property of the
Owner.
21.11 In the event of termination of this Contract by reason of the
Owner's default, the Builder may also use the Specification,
Plans and drawings which would otherwise be the exclusive
property to the Owner by virtue of paragraph 9 of this
Article.
21.12 If:
(i) the Owner has been notified by the construction
financiers that the Construction Finance Mortgage has
become enforceable;
(ii) the Owner purchases (or procures that an affiliate
purchases) the claims of the construction financiers
secured by the Construction Finance
49
51
Mortgage and discharges (or procures the discharge) of
all such claims; and
(iii) the Owner notifies the Builder that the provisions of
this Article 21.12 shall apply;
then the provisions of Article 21.2 (and the 'condizione
risolutiva' therein provided for) shall no longer apply and
the property in the Vessel shall belong to the Owner free from
such condition and from any right of the Builder to have the
property retransferred to it.
50
52
ARTICLE 22
Responsibility after Delivery
On delivery of the Vessel to the Owner, every responsibility for the safety and
generally for the condition of the Vessel is transferred to the Owner,
remaining on the part of the Builder only the guarantee obligations set forth
in Article 25 hereof.
51
53
ARTICLE 23
Insurance
23.1 The Vessel under construction will be insured with leading
insurance companies up to the moment of delivery by and at the
expense of the Builder against all risks covered by the
"Institute Clauses for Builders' Risks" (and usual
supplementary conditions) and against all risks covered by the
"Institute War Clauses/Builders' Risks" and "Institute Strikes
Clauses/Builders' Risks".
23.2 The insurance of the Vessel shall be effected for not less
than the aggregate amount of all instalments of the contract
price of the Vessel paid to the Builder from time to time and
interest thereon from the date each such payment was made to
the Builder at the prime rate ABI (Italian Banking
Association) published on "Il Sole 24 Ore" and the declared
value of Owner's supplied items after delivery thereof to the
Builder's yard and, in addition, such amount as the financing
parties providing construction finance may require to cover
the amount of construction finance provided, and interest
thereon.
23.3 The insurance monies will be allocated to the repair of
damages and/or the reconstruction of the Vessel.
23.4 In the event of a constructive arranged or compromised total
loss and/or abandonment of the Vessel before delivery, the
Builder shall be entitled to withdraw from this Contract or,
if agreed by the Owner, to fulfil it but with the right to an
adequate extension of the delivery term. Should the Builder
exercise its withdrawal right, the Owner shall be entitled to:
(A) the reimbursement of the amounts already paid to the
Builder on account of the contract price of the Vessel;
and
52
54
(B) payment of interest, at the same rate provided for in
paragraph (2) of this Article, on the instalments of
the contract price paid to the Builder from the date
such instalments were paid to the Builder until
reimbursement to the Owner (before or after judgement);
and
(C) return of the Promissory Notes referred to in Article
10.1; and
(D) payment of an amount equal to the cost to the Owner of
purchasing and delivering to the Builder's yard those
items of the Owner's supply which have been purchased
by the Owner for the Vessel provided that these items
are in the Builder's premises.
23.5 To guarantee reimbursement to the Owner and the financing
parties providing construction finance for the Vessel, the
insurance policies effected by the Builder will be bound in
their favour (including their assignees), up to the amount of
their respective interests as set out in Article 23.2 and
endorsed with appropriate loss payable clauses providing for
the payment to the Owner and the financing parties, rateably,
of the amounts due to them.
23.6 The effecting of the aforementioned insurances, and the due
fulfilment of the obligations by the Builder as set forth in
this Article, exempt the same from any and whatsoever
responsibility both legal and contractual in connection with
the risk and danger of the Vessel under construction provided
that the Builder, in the case of damage not involving a total
or constructive total loss of the Vessel, shall use its best
efforts to make good the damage as quickly as reasonably
possible after the occurrence thereof.
53
55
ARTICLE 24
Modification to Plans and Specification
24.1 Subject to paragraph (3) of this Article, the Builder shall
make the modifications, if any, to the Specifications and
Plans, requested by the Owner provided that in the sole
opinion of the Builder such modifications or accumulation of
modifications do not adversely affect the Builder's
commitments to other purchasers.
24.2 Both the requests by the Owner and their acceptance by the
Builder will be made in writing.
24.3 The Builder shall notify the Owner in writing of the
variations in price and other contractual conditions which the
accepted modifications may entail and shall execute such
modifications only upon written acceptance of the foregoing
variations by the Owner. The Builder shall submit to the Owner
for approval changes to the plans and Technical Drawings
resulting from such modification.
24.4 The Owner's written acceptance must reach the Builder within
10 days from the date of the Builder's notice or such longer
period as the Owner may request and the Builder may agree in
its reasonable discretion.
24.5 Should such an acceptance be not received within the terms set
forth in paragraph (4) of this Article, the Builder shall have
the right to continue the Vessel's construction as though no
request for modifications had been made by the Owner.
24.6 In case of disagreement on the price and/or consequent
variation of the contractual conditions concerning the
modifications accepted by the Builder, the Owner shall have
the right to have the modifications executed, but shall
undertake by written notice to the Builder to pay the price
requested by the Builder according to the terms of Article 10
hereof (which shall be determined having regard to the
provisions of paragraphs (7) and (9) of this Article).
54
56
24.7 The Owner may contest the Builder's required price and
proposed variation of the Contract, Specification and Plans to
the extent that the price is excessive in relation to prices
normally charged by the Builder for similar work and to the
extent that such other variation is not reasonably
justifiable.
24.8 In the event that, subsequent to the date of signature of this
Contract variations are made to the provisions compliance with
which is compulsory, the Builder shall notify the Owner in
writing of the consequent modifications with their relevant
price (which shall be determined having regard to the
provisions of paragraphs (7) and (9) of this Article).
The Owner may first apply, or if such action should properly
be taken by the Builder may require that the Builder shall
first apply, for a formal waiver of compliance with such
modifications, deletions or additions from the authority by
whom the modifications, deletions or additions have been
promulgated, should the Owner consider that the operation of
the Vessel in its intended service would permit of such
waiver. In such agreement the Builder will fix a time limit
after which if the waiver has not been obtained, the Builder
will go on with the required modifications, deletions or
additions. Any additional costs caused by the application for
such waiver whether or not obtained shall be for account of
the Owner and the date of delivery of the Vessel if actually
delayed thereby shall be extended by the time necessary as a
result of the application for waiver.
24.9 When requested by the Owner, the Builder will provide the
Owner with the cost of each item involved in the modification
(but not of the component parts of each item).
55
57
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
ARTICLE 25
Guarantee - Liability
25.1 The guarantee of the Vessel shall have the validity of
XXXXXXXXXXXXXXXXXXXXXXXXXXX commencing on the date of the
delivery of the Vessel to the Owner, extendable only by virtue
of paragraphs (3) or (6) of this Article.
25.2 On the Owner's request, the Builder shall, at its own expense,
repair and/or, if necessary, replace at one of its shipyards
any defects or deviations in the Vessel or its design which
are either notified by the Owner on delivery or which are not
reasonably apparent on an external examination on delivery of
the Vessel, provided that such defects and deviations be
notified in writing to the Builder on delivery (in the case of
such as are discovered on or before delivery) or, at the
latest, within one month from the date of their discovery by
the Owner.
25.3 If for operational reasons the guarantee drydocking of the
Vessel cannot reasonably be carried out before the expiration
of the said XXXXXXXXXXXX period, then the guarantee drydocking
can be postponed up to fourteen months after delivery of the
Vessel and the Builder will repair and/or replace the defects
or deviations which the Owner can prove were existing before
the expiration of the guarantee period.
25.4 The Builder shall provide a guarantee to the Owner in relation
to the paint for the Vessel on the same terms as that provided
by the paint supplier to the Builder. Such guarantee shall be
on the basis that the paintwork shall be carried out under the
supervision of and to the satisfaction of authorised
representatives of the paint supplier. The Builder shall be
responsible for arranging for such supervision.
56
58
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
25.5 The Builder's liability in relation to the Vessel, after the
Vessel's delivery, shall be limited to the obligations
expressly set out in this Article and Articles 8.8 and 8.9 and
the Builder and its sub-contractors and suppliers shall have
no liability whatsoever for damages in any way deriving from
or connected either with the foregoing defects or deviations
or with the repair and replacement processes relevant to the
foregoing defects or deviations, as is also excluded any other
liability deriving from or in any way connected with any other
cause not included in the foregoing guarantee obligation,
which covers solely rectification and/or repair and/or
replacement.
25.6 If the Builder itself makes good any defects during the
guarantee period specified in paragraph 1 of this Article as
above or pursuant to Article 8.8 or 8.9, then the provisions
of this Article shall apply to the parts repaired or replaced
and the repair or replacement work for a period of
XXXXXXXXXXXXX after the repair or replacement was completed.
25.7 The Builder agrees within the terms of this Article to
investigate the cause of any recurrent defect with a view to
providing a satisfactory remedy therefor.
25.8 In the event that the Vessel has to be drydocked, solely for
repairs or replacements made necessary by defects or
deviations attributable to the Builder in accordance with this
Article, the relevant expenses will be borne by the Builder in
proportion to the extent to which the drydock work is made
necessary by such defects or deviations attributable to the
Builder.
25.9 The Owner shall indemnify and hold harmless the Builder for
the expenses of repair or replacement borne by the Builder and
which were recoverable by the Owner on the basis of the
insurance policies.
25.10 The Builder shall not be liable to repair, replace or bear any
responsibility for defects or deviations:-
57
59
(A) due to normal wear and tear of the materials and damage
whatsoever due to accidents involving the Vessel moored
and/or at sea, or to fires, mismanagement or negligence
in the use of the Vessel by the Owner or by persons
who, at the moment of the damage, were possessed of or
governing the Vessel, or by any of their
persons-in-charge, official or agent; or
(B) affecting items of the Owner's supply, but without
prejudice to the Builder's responsibility for defects
or deviations in the work of installation of such
items.
25.11 Should it prove necessary in the Owner's opinion, owing to the
conditions and location of the Vessel, or to avoid delays in
carrying out urgent repairs or replacements, the Owner may
have the rectification and/or repair and/or replacement works
covered by the Builder's guarantee obligations carried out
otherwise than in the Builder's shipyards, provided that the
Owner previously notifies the Builder, by letter or telefax,
about the type and extent of the defects or deviations to be
remedied stating the reason of the necessity to have the works
carried out elsewhere.
The Builder shall reimburse the Owner the higher of (1) costs
which would have been applicable had the work been carried out
at the Builder's yard in effecting such repairs and/or
replacements and (2) the average of the costs charged for such
work by Western European shipyards but not in any event more
than the actual cost incurred by the Owner for such work.
25.12 If so requested by the Builder, the Owner shall return, at the
Builder's cost and expense, the parts replaced.
25.13 In any case, there is excluded any guarantee and/or liability
of the Builder for repair and/or replacement work carried out
outside the Builder's Shipyard unless carried out on board the
Vessel by the Builder's workmen or its subcontractors or by
persons arranged for by the Builder or its subcontractors.
58
60
25.14 In any case the Vessel shall be taken at the Owner's cost and
responsibility to the place elected for the work to be carried
out ready in all respects for the guarantee work to be
commenced.
25.15 In the event that the guarantee stipulated by manufacturers or
suppliers of machinery, materials, equipment, appurtenances
and outfit furnished to the Builder and embodied in the Vessel
exceeds the guarantee given by the Builder to the Owner
hereunder, such extended guarantee rights are to be assigned
and made available to the Owner by the Builder.
25.16 The Builder, at its own cost, is to have the right to
investigate the validity of the Owner's claim either by the
attendance aboard the Vessel (at its point of service) of an
accredited representative or, if in the opinion of the Builder
it is practicable to do so after suitable replacement is made,
by the removal from the Vessel and the transportation to the
Builder's yard of the defective part.
25.17 During the guarantee period, the Builder shall, at its own
expense, place on board a guarantee technician approved by the
Owner limited to the Vessel's first trip but anyway for a
period no longer than one month.
25.18 Every assistance will be given to the guarantee technician to
allow him to inspect the operation of the engine and other
machinery and their maintenance.
25.19 The Owner shall ensure to the said technician a status on
board not inferior to that due to the First Engineer.
25.20 Should the Owner decide to extend the stay on board of the
said technician beyond the foregoing date, the Owner shall pay
to the Builder a remuneration for the period of longer stay
equal to that provided for in the ANIE tariffs.
25.21 The presence on board of the said technician shall in no way
affect the Owner's liability regarding the good operation of
the Vessel nor shall affect the liability of the Builder
provided for in this Article.
59
61
25.22 Subject to performance by the Builder of its obligations under
this Article, the Owner waives, with the guarantee agreed upon
in this Article, any further greater or different guarantee or
liability by the Builder.
60
62
ARTICLE 26
Events of Force Majeure
26.1 Should the Builder be prevented from tendering delivery of the
Vessel by the date specified in relation to the Vessel in
paragraph (3) of Article 8 owing to: Acts of God; engagement
in war or other hostilities, civil war, civil commotions,
riots or insurrections; requirements of civil or military
authorities; blockades; embargoes; vandalism; sabotage;
epidemics or sickness above the normal yard statistics;
strikes; lockouts; officially agreed reduction of working
hours relating to the Italian workforce as a whole; labour
shortage; earthquakes; landslides; floods; weather conditions
not included in normal planning; failure of electric current,
damage by lightning; explosions, collisions, strandings or
fire; accidents of any nature; damage to the Vessel and time
taken to repair such damage; shortage of materials and
equipment or inability to obtain delivery thereof, provided
that such materials and equipment at the time of ordering
could reasonably be expected by the Builder to be delivered in
time; delays by land, sea or air carriers; defects in
materials and equipment which could not have been detected by
the Builder or its subcontractors using reasonable care;
casting, forging or machining rejects or the like; delays
caused by delay of the Classification Society or other bodies
whose documents are required in issuing such documents; delays
caused by default, action or omission on the part of the Owner
(but without prejudice to any other rights of the Builder
under this Contract); delays caused by events similar to the
foregoing; any cause of delay whatsoever whether or not of a
kind previously specified in this Article or of a different
kind, reasonably to be considered beyond the control of the
Builder; the effect of the foregoing on the Builder's other
commitments; all the foregoing irrespective of whether or not
these events occur before or after the date hereinbefore
specified as the date on which the Vessel is to be delivered
and irrespective of whether or not occurrence of these events
could be foreseen at the day of signing this contract; then
and in any such case the delivery date of the Vessel shall,
subject to the following provisions of this Article, be
extended by the number of working days of delay incurred by
the Builder in completing and delivering
61
63
the Vessel in consequence of any of these events. The Builder
shall as soon as reasonably possible notify the Owner in
writing of the occurrence of any of the foregoing events which
it expects may delay construction or delivery of the Vessel.
26.2 Six months before the date on which the Builder expects the
Vessel to be ready for delivery duly completed in accordance
with this Contract, the Builder shall give definitive notice
to the Owner that the Vessel will be delivered to the Owner on
the date following six months after the notice is given.
Following such notice of the delivery date the only events
which shall be permitted to extend the delivery date of the
Vessel shall be: Acts of God, engagement in war or other
hostilities, civil wars, civil commotions, riots or
insurrection, requirements of civil or military authorities in
contemplation of war, blockades, embargoes, vandalism,
sabotage, epidemics, earthquakes, landslides, flood, damage by
lightning, explosions, collisions, strandings, fires or
nationwide strikes or lockouts (for the sake of good order it
being agreed that strikes of the Fincantieri workforce alone
shall not be permitted to extend the delivery after the said
six (6) months' notice).
26.3 The Builder shall not be entitled to extend the delivery date
of the Vessel to the extent that the delay referred to in
Articles 26.1 or 26.2 has been caused or contributed to by the
negligence of the Builder, its servants or agents or of the
Builder's subcontractors, their servants or agents.
62
64
ARTICLE 27
Patents
The Builder, for the items of its own supply, shall hold harmless the Owner
against any claim made by third parties for patent rights or infringement of
copyright and for any other relevant reason and the Builder undertakes for its
account every liability or indemnity whatsoever.
63
65
ARTICLE 28
Contract Expenses
28.1 All taxes, expenses, duties, stamps and fees levied by the
Authorities in Italy and connected to this Contract are to be
borne by the Builder.
28.2 Any taxes, duties and stamps off-Italy in relation to the
signature and authentication of this Contract (except notarial
charges) are to be borne by the Owner.
28.3 This Contract shall be registered in Italy, at fixed tax,
according to Article 40 of Decree No. 131, dated April 26,
1986, by the President of the Italian Republic.
64
66
ARTICLE 29
Assignment of the Contract
29.1 The Owner may transfer its rights and/or liabilities hereunder
to Carnival Corporation or to another wholly owned subsidiary
of Carnival Cruise Lines Inc provided that Carnival
Corporation issues an irrevocable and unconditional guarantee
of the obligations of the transferee to the Builder under this
Contract in form and substance identical (mutatis mutandis) to
the guarantee of even date herewith issued by Carnival
Corporation to the Builder in respect of the obligations of
the Owner under this Contract. The Builder's prior approval
will also be required in the event of a merger of the Owner.
Such an approval may be subject to the presentation of an
adequate guarantee.
29.2 The Owner shall be entitled to assign this Contract to a third
party other than Carnival Corporation or a subsidiary of
Carnival Corporation if the assignee is a party whose
financial standing is acceptable to the Builder, to the
financing parties providing finance during the construction
period, and to any other bank or financial institution who may
have agreed to purchase the Promissory Notes issued by the
Owner pursuant to Article 10.1.
29.3 The Owner shall further be entitled to assign its rights to
receive any sum due from the Builder according to this
Contract and its right to take delivery of the Vessel
according to this Contract (but not any of its other rights
hereunder) to a first class bank or financial institution on
behalf of a syndicate of banks and/or financial institutions
subject to such bank or financial institution agreeing to
perform the Owner's financial obligations under this Contract
before, on and after delivery of the Vessel if not so
performed by the Owner.
29.4 The Builder shall not be entitled to assign this Contract to
third parties without the Owner's prior approval Provided that
the Builder shall be entitled (without prior approval) to
assign (as security) the benefit of all, or part, of this
Contract to financial institutions who make available to the
Builder a loan or note purchase facility for the purpose of
assisting the Builder to finance the
65
67
construction of the Vessel. The Owner's approval of the
assignment of this Contract to third parties, other than the
said financial institutions, may be subject to the
presentation of a guarantee of the Builder's performance of
this Contract.
Notice of this assignment will be given to the Owner in the
normal way, and will require to be acknowledged by the Owner.
In that acknowledgment, the Owner will be required to agree to
make the assigned payments directly to the construction
financiers (without deduction, set-off or counterclaim) and
(but without lliability for failure on its part):
(i) to copy directly to the construction financiers any
notice served by it on the Builder notifying the
Builder of any rejection of the Vessel, or the trials,
or of a breach of contract which entitles the Owner to
seek liquidated damages or a price reduction, or to
terminate the Contract, or which may reasonably be
expected to result in a delay in the delivery of the
Vessel;
(ii) to agree to confirm to the construction financiers on
request from time to time that (save as disclosed) no
such breach of contract has occurred.
66
68
ARTICLE 30
Law of the Contract - Disputes
30.1 This Contract and all other agreements relating hereto shall
be construed and interpreted under English law.
30.2 If any dispute of a technical nature arises during the
construction of the Vessel between the parties in regard to
the construction of the Vessel, engines, materials or
workmanship, it shall forthwith be referred to a technical
expert nominated by agreement between the parties hereto and
his decision shall be final and binding upon both parties.
Failing such agreement the dispute shall be referred to
arbitration in accordance with paragraphs 3 to 5 of this
Article.
30.3 Without prejudice to paragraph 2 of this Article, if any
dispute arises between the parties as to any matter regarding
this Contract which cannot be settled by the parties
themselves, the matter in dispute shall be settled by
arbitration by three arbitrators in London. One arbitrator
shall be appointed by each party and the third appointed by
the two arbitrators appointed by the parties. Hearings before
the arbitrators shall be conducted and all evidence given in
the English language.
30.4 The arbitration shall be conducted in accordance with the
English Arbitration Acts 1950-1979 with such modifications as
the parties may agree.
30.5 Judgment upon any award rendered may be entered in any court
having jurisdiction or application may be made to any
competent court or authority for judicial acceptance of any
award and an order of enforcement, as the case may be.
67
69
ARTICLE 31
Addresses for Correspondence
31.1 The Builder shall send all notices, letters and documents for
the Owner in connection with or required under this Contract
to the following addresses:
(A) for all technical matters:
Address: Technical Marine Planning Limited
(T.M.P.)
70, Great Eastern Street
London EC2A 3JL, ENGLAND
Telephone: 44-1-739 3533
Telefax: 44-1-729 1169
(B) for all legal and financial matters:
Address: Carnival Corporation
Koger Center
5225 NW 87th Avenue
3rd Floor
Miami
Florida 33178.2193 - USA
Attention: Captain Vittorio Fabietti (for)
Mr Micky Arison
Telephone: 1-305-471-5777
Telefax: 1-305-471-5778
31.2 The Owner shall send all notices, letters and documents for
the Builder in connection with or required under this Contract
to the following address:
68
70
FINCANTIERI - Cantieri Navali Italiani S.p.A.
Divisione Costruzioni Mercantili
Passeggio S. Andrea 6
34123 - Trieste
Telephone: 39-40-3193111
Telefax: 39-40-376969
Whenever this Contract requires that notice and/or notification shall be given
in writing, such notice and/or notification may validly be given by telefax
confirmed by letter. All approvals or consents required by this Contract shall
be in writing or by telefax except as otherwise provided herein.
Signed by )
)
)
For and on behalf of)
WIND SURF LTD.
in the presence of:-
Signed by )
)
)
for and on behalf of )
FINCANTIERI - Cantieri Navali )
Italiani S.p.A. - )
Divisione Costruzioni Mercantili )
In the presence of:-
69
71
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 1
-------
Schedule of Payments
--------------------
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ _________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
72
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 1
-------
Schedule of Payments
--------------------
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx
73
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX NO. 2
-----------
PLACE AND DATE OF ISSUANCE
- ------------------------------------------------------------------------------------------------------------------------------------
ON DUE DATE for value received, we promise to pay
- ------------------------------------------------------------------------------------------------------------------------------------
against this promissory note to the order of PAYEE
- ------------------------------------------------------------------------------------------------------------------------------------
the sum of
- ------------
effective payment to be made in CURRENCY WITH WHICH PAYMENT IS MADE , without
- ------------------------------------------------------------------------------------------------------------------------------------
deduction for and free of any taxes, impost, levies or duties present or future of any nature.
- --------------
This promissory note is payable at PLACE OF PAYMENT
- ----------------------------------------------------
- -----------------------------------------------------
NAME AND ADDRESS OF DEBTOR DEBTOR'S STAMP
- ----------------------------------------------------- AND
- ----------------------------------------------------- SIGNATURE
- -----------------------------------------------------
74
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/A
---------
Schedule of Payments
--------------------
(Regarding xx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
75
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/A
---------
Schedule of Payments
--------------------
(Regarding xx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx
76
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/B
---------
Schedule of Payments
--------------------
(Regarding xxxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
77
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/B
---------
Schedule of Payments
--------------------
(Regarding xxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
78
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/C
---------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
79
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/C
---------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx
80
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/D
---------
Schedule of Payments
--------------------
(Regarding xxxxxxxxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
81
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX 3/D
---------
Schedule of Payments
--------------------
(Regarding xxxxxxxxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
82
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL]
Annex 4
-------
LETTER OF INSTRUCTION TO BE SENT BY THE OWNER
---------------------------------------------
TO THE TRUSTEE BANK
-------------------
TO
.................(BANK)
.................
Copy to: Fincantieri Cantieri Navali Italiani S.p.A.
Re: promissory notes/Hull No. 5980
Dear Sirs:
With reference to the contract made and entered into on ........... by
and between us, on the one part, and Finacantieri Cantieri Navali Italiani
S.p.A. on the other part, for the construction and supply of one passenger
cruise ship, we deposit in trust in relation to Hull No. 5980 XX sets of XX
promissory notes each (as per Annex "A", "B", "C" and "D") in favor of
Fincantieri Cantieri Navali Italiani S.p.A. for the total amount of Lit.
XXXXXXXXXXXXXXX.
According to the above shipbuilding contract, we irrevocable instruct you to
release such notes to the beneficiary (Fincantieri Cantieri Navli Italiani
S.p.A.) upon presentation by the same of RINA certificates stating that
construction of the ship has reached the percentage stated in annex "E" to this
letter.
We acknowledge that the Trustee Bank is not liable or responsible for the forms
sufficiency, accuracy, genuiness or legal effect of RINA certificates.
We ask you to acknowledge to the beneficiary:
- - the correctness of signature and powers of persons who signed such
Promissory Notes;
- - that all Notes are issued and duly stamped in accordance with
applicable Law of the place of issuance.
Please confirm your agreement to such irrevocable instructions and that you
will act strictly in accordance therewith.
83
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL]
Please also notify return mail to Fincantieri Cantieri Navali Italiani S.p.A.
- - Trieste your agreement to act accordingly with irrevocable instructions.
Yours faithfully,
Encl: Annex "A", "B", "C", "D" and "E"
84
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "A" to Annex 4
-------------------
Schedule of Payments
--------------------
(Regarding xx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ _________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxx
85
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "A" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx
86
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "B" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
87
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "B" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
88
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "C" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
89
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "C" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
90
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "D" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxxxxxxxxxxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
xx xxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxxx
91
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL TREATMENT BY CARNIVAL]
ANNEX "D" to Annex 4
--------------------
Schedule of Payments
--------------------
(Regarding xxxxxxxxxxxxxxxx Set of Promissory Notes)
xxxxxxxxxxx Maturity Principal Interest Total Amount Unpaid Balance
xxxxxxxxxx Date after Component Component Due of Principal
delivery
date It Lire It Lire It Lire It Lire
___________ __________ ________ ________ ________ _________
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
xx xxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxx xxxxxxxxxxxxxx
______________ _____________ ______________
xxxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxxxx
92
[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL]
Annex "E" to Annex 4
--------------------
NOTES TO BE DELIVERED
xxxxxxxxxxxxxx WHEN ACTUAL CONSTRUCTION
xxx PROMISSORY REACHES FOLLOWING
NOTES EACH) STAGE OF COMPLETION
-------------- -------------------------
xxxxx xx% xxxxxxx
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
" xx xx% "
93
MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL]
Annex No. 5
-----------
NOTES TO BE DELIVERED
xxxxxxxxxxxxxx WHEN ACTUAL CONSTRUCTION
xxx PROMISSORY PRINCIPAL REACHES FOLLOWING
NOTES EACH) (AS PERCENTAGE) STAGE OF COMPLETION
_______________ _______________ ________________________
xxxxx xxx% xx% xxxxxxx
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "
" xx xxx% xx% "