Shipbuilding Agreement Wind Surf & Fincantieri

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 :


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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 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.


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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.


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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, 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.


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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.


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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. 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.


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[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.


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[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.


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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 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.


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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 - 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;


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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.


5.5 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


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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


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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.


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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.


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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, ...