Dated 4 October, 1996
AGREEMENT SUPPLEMENTAL TO SHAREHOLDERS' AGREEMENT
ARCHINAV HOLDINGS LTD (1)
OVERSEAS CRUISESHIP INC. (2)
- and -
CELEBRITY CRUISE LINES INC. (3)
relating to CELEBRITY CRUISE LINES INC.
THIS AGREEMENT made the 4th day of October, 1996
(1) ARCHINAV HOLDINGS LTD incorporated in the Republic of Liberia and having its registered office at 80
Broad Street, Monrovia, Liberia (the "C Shareholder");
(2) OVERSEAS CRUISESHIP INC. incorporated in the Cayman Islands and having its registered office at
P.O. Box 309, George Town, Cayman Islands (the "O Shareholder");
(3) CELEBRITY CRUISE LINES INC. incorporated in the Cayman Islands and having its registered office at
PO Box 1350, George Town, Cayman Islands (the "Company").
IS SUPPLEMENTAL TO the shareholders agreement (the "Original Shareholders Agreement") dated 21st
October, 1992 made between the parties hereto and the agreements supplemental thereto dated 29th January
1993 and 21st November, 1995 respectively each made between the same parties (the "Supplemental
Agreements" and together with the Original Shareholders Agreement, the "Shareholders Agreement").
(A) The parties are desirous to arrange the issue of (i) a further 51,000 C Ordinary Shares in the Company (the
"New C Shares") to the C Shareholder in addition to the 2,601,000 C Ordinary Shares (the "Existing C Shares")
currently recorded in the name of the C Shareholder and (ii) a further 49,000 Ordinary Shares in the Company
(the "New O Shares") to the O Shareholder in addition to the 2,499,000 O Ordinary Shares (the "Existing O
Shares") currently recorded in the name of the O Shareholder.
(B) This Supplemental Agreement sets out the agreement of the parties in respect of such issue.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows:
1. (i) By 4 October, 1996 the C Shareholder shall subscribe and pay for 51,000 of the New C Shares at
US$100 per share (amounting to an aggregate subscripti