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
UTOPIA CRUISES, INC.
SHIPBUILDING CONTRACT
for Hull 5979 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
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SHIPBUILDING CONTRACT
Between:
UTOPIA CRUISES, INC. a company organised and existing under the law of Panama, with a registered office in Panama City, Panama hereinafter called the "Owner"
and
FINCANTIERI - CANTIERI NAVALI ITALIANl 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:
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[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 Monfalcone Yard
and to deliver to the Owner, who undertakes to accept delivery of
one passenger cruiseship for the transport of XXXX passengers and
XXXX crew (plus XXX pullmans or convertible sofas) and a
deadweight of XXXX metric tonnes (hereinafter called "Vessel"),
identical in all respects (except as provided in this Contract)
to the passenger ship identified by Hull Number 5941, now under
construction at Monfalcone yard, as originally contracted for in
the Shipbuilding Contract dated January 11, 1993 (hereinafter as
amended, called the "Principal Contract" ) but with all
modifications to the plans and specification and related
documentation (including Maker's List) agreed in regard of Hull
5941 to the date of December 19, 1994. In this contract the term
"Specification" means the Specification as defined in the
Principal Contract in relation to Hull 5941 with the
modifications provided in this Contract. The length of the
Vessel shall be increased as compared with Hull 5941 as provided
in Article 3 and the Vessel shall be constructed in accordance
with the General Arrangement Plan of even date herewith (G.A.
Plan Yard No. 5979 as modified 12 January 1995) and the Owner's
architect's telefax message of 12 January 1995 and attached plans
(hereinafter together called the "Plan").
The Specification for the Vessel shall be the same as for Hull
5941 except that:
- Model tests shall be restricted to propulsion tests only.
- Mock-up cabins for Hull 5941 will apply and no additional
mock-up cabins will be required.
- A bow, anchor-test model will not be required.
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1.2 The decorative details of the public areas of the Vessel will be
different from the Vessel built under the Principal Contract and
the Owner's architects will provide drawings thereof according to
the building schedule of the Vessel. The Builder will advise the
Owner as soon as practical of the dates by which such drawings
require to be supplied to provide the architect reasonable time
to prepare the drawings. It is however agreed that the
Specification for the Vessel relating to the public areas and the
general scope, materials and finish for the Vessel will be to the
standard until today agreed for Hull 5941.
1.3 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.
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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, its
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.
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2.5 The Builder shall carry out such work as is necessary in
accordance with this Contract so that the Vessel on arrival in
the U.S.A. is approved by the USPH authorities.
2.6 Where after December 19, 1994 amendments to the Specifications
and/or Plans for Hull 5941 are agreed in relation to Hull 5941,
such amendments shall, except where agreed otherwise, be
incorporated in the Vessel with the same adjustments to the
Contract Price and technical characteristics of the Vessel as was
agreed in relation to Hull 5941.
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[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. XXXXX m
Length overall " XXXXX m
Breadth at water line (moulded) " XXXXX m
Breadth Maximum " XXXXX m
Depth moulded to deck 2 " XXXXX m
Depth moulded to deck 7 " XXXXX m
Depth moulded to deck 12 " XXXXX m
Design Draught (maximum in seawater
density 1.025 kg/m(3)) " XXXXX m
Deadweight at above Design
Draught of XXXX M " about XXXX metric tons
(to be adjusted)
which may be distributed as follows:
- passengers and crew effects XXX tonnes
- provisions and stores XXX tonnes
- heavy fuel oil XXX tonnes
- diesel oil XXX tonnes
- pool water XXX tonnes
- stores and spares XXX tonnes
- Owner's supplies over and above To be
Owner's supplies included in lightship weight XXX tonnes Adjusted
- sewage XXX tonnes
- lubricating oil (in storage) XXX tonnes
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[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
- fresh water XXX tonnes
- technical water XXX tonnes
- miscellaneous XXX tonnes
-----------------
Total XXXX tonnes
(to be adjusted)
To be adjusted relative
to 5941 as follows:
(B) Passenger Cabins
Standard Cabins inside (with shower) XXX
Standard Cabins outside without balcony XXX
Outside Cabins with Balcony XXX
Suites XXX
Penthouse Suites XXX
-----------
XXXX Total
Crew Cabins
crew cabins (shared bathroom between
two cabins) XXX May be subject
staff cabins/P.O. cabins XXX to minor
officer cabins XXX re-distribution
-----------
XXXX Total
(C) Life saving equipment
Total number of persons on board for purpose of life saving equipment to be XXXX
(D) Machinery - Diesel Electrical Generators/Propulsion Plant
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[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
The main propulsion machinery shall consist of XXXXXXX
elastically mounted medium speed diesel engines driving
electrical generators and XXXXXXX cycloconverter controlled
electric motors, each driving one controllable pitch propeller.
(E) Main Diesel Generating Sets
The main diesel generating sets shall comprise XXXXXXX medium
speed, four stroke, trunk piston diesel engines, turbocharged,
fresh water cooled, started by compressed air of the following
number and type:
2 x GMT - Sulzer 12ZAV 40S, MCR XXXXXX at XXX r.p.m.
4 x GMT - Sulzer 16ZAV 40S, MCR XXXXXXX at XXX r.p.m.
Total installed machinery power : XXXXX MW (ISO XXXXXX)
Fuel oil : HFO with maximum viscosity according to CIMAC K 55.
(F) Power and Speed
(i) Service speed:
With propulsion motor power of XX MW (XXXXMW) the Vessel in
trial conditions shall reach a speed of XXXX knots at XXX draught
and wind/sea force not exceeding 2 Beaufort scale.
(ii) Guaranteed contract speed:
With all XXX diesel alternators in operation and with the
propulsion motors developing each at the motor flange XX MW at
about XXX r.p.m. the Vessel, under trial conditions with clean
bottom and wind/sea force not exceeding Beaufort scale 2, shall
reach a speed of XXXXXX knots at XXXM draught.
(G) Trade
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[MARKED TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR
CONFIDENTIAL TREATMENT BY CARNIVAL CORPORATION]
The Vessel is to be suitable for around the world cruising with
consideration of 10-14 day cruises at service speed of XX knots.
Minimum range in respect of fuel to be XX days.
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.
3.3 It is understood that the XXXXXXXXXXX of the Vessel as compared
with Hull 5941 may have an effect on the trial and service speed
of the Vessel as specified in the Shipbuilding Contract as well
as on the deadweight scantling drafts and other characteristics
specified in Article 3.01(A). It is agreed that the trial speed
of the Vessel for the purpose of Article 3(F) and 13 shall be the
speed calculated on the basis of the model tests to be carried
out in accordance with Article 12.2 and the service speed for the
purpose of Article 3(F) and 13 shall be recalculated by reference
to the result of the tank tests aforesaid. Notwithstanding the
foregoing, if the trial speed and/or service speed of Hull 5941
fall short of the trial speed and/or service speed specified in
the Contract for Hull 5941 the specified trial speed and service
speed for Hull 5941 shall be used as the reference point for the
calculation of liquidated damages in respect of the Vessel under
Article 13 rather than the trial and/or service speed revised as
provided above.
Thrusters' power will be of XXXX KW each.
3.4 Services, such as air conditioning, sewage collection and
treatment, etc., are to be increased as necessary.
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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
1 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.
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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.
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ARTICLE 5
Approvals - Supplies by Third Parties
5.1 Wherever mentioned in this Article, the term "drawings" shall
mean plans, schedules, subcontractors' supply order
specifications and other material subject to Owner's approval as
per the Specification.
Drawings shall be submitted for approval only for new or modified
construction and outfit different from those already approved for
Hull 5941.
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 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;
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(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.
5.4 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.
5.5 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.
5.6 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 at Monfalcone.
5.7 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
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