EX-4.34 Syndicate Loan Facility/Hull D33



 





Exhibit 4.34



[Confidential Treatment]




	 	 	 
	 

	 	 







DATED
22 SEPTEMBER 2006




F3 TWO, LTD.

as Borrower




BNP PARIBAS

as Agent




BNP PARIBAS, CALYON, HSBC FRANCE AND SOCIETE GENERALE

as Mandated Lead Arrangers and Lenders




 





LOAN AGREEMENT




Hull No. D33

EUR662,905,320



 

















 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1.
	 	DEFINITIONS AND CONSTRUCTION	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	AVAILABILITY OF THE LOAN	 	 	9	 
	 
	 	 	 	 	 	 
	3.
	 	DRAWING	 	 	9	 
	 
	 	 	 	 	 	 
	4.
	 	REPAYMENT OF LOAN AND PAYMENT OF INTEREST	 	 	15	 
	 
	 	 	 	 	 	 
	5.
	 	CLAIMS OR DEFENCES MAY NOT BE OPPOSED TO THE LENDERS	 	 	15	 
	 
	 	 	 	 	 	 
	6.
	 	COFACE PREMIUM	 	 	15	 
	 
	 	 	 	 	 	 
	7.
	 	FEES	 	 	16	 
	 
	 	 	 	 	 	 
	8.
	 	TAXES, INCREASED COSTS, COSTS AND RELATED CHARGES	 	 	17	 
	 
	 	 	 	 	 	 
	9.
	 	REPRESENTATIONS AND WARRANTIES	 	 	19	 
	 
	 	 	 	 	 	 
	10.
	 	UNDERTAKINGS	 	 	24	 
	 
	 	 	 	 	 	 
	11.
	 	PREPAYMENT	 	 	38	 
	 
	 	 	 	 	 	 
	12.
	 	INTEREST ON LATE PAYMENTS	 	 	38	 
	 
	 	 	 	 	 	 
	13.
	 	ACCELERATION - EVENTS OF DEFAULT	 	 	39	 
	 
	 	 	 	 	 	 
	14.
	 	MANDATORY PREPAYMENT	 	 	44	 
	 
	 	 	 	 	 	 
	15.
	 	CURRENCY OF PAYMENT	 	 	44	 
	 
	 	 	 	 	 	 
	16.
	 	SECURITY	 	 	45	 
	 
	 	 	 	 	 	 
	17.
	 	APPLICATION OF SUMS RECEIVED	 	 	45	 
	 
	 	 	 	 	 	 
	18.
	 	CHANGES TO THE LENDERS	 	 	45	 
	 
	 	 	 	 	 	 
	19.
	 	CHANGES TO THE OBLIGORS	 	 	49	 
	 
	 	 	 	 	 	 
	20.
	 	ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS	 	 	49	 
	 
	 	 	 	 	 	 
	21.
	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	 	 	53	 
	 
	 	 	 	 	 	 
	22.
	 	SHARING AMONG THE FINANCE PARTIES	 	 	54	 
	 
	 	 	 	 	 	 
	23.
	 	PAYMENT MECHANICS	 	 	55	 
	 
	 	 	 	 	 	 
	24.
	 	GOVERNING LAW	 	 	57	 
	 
	 	 	 	 	 	 
	25.
	 	ENFORCEMENT	 	 	57	 
	 
	 	 	 	 	 	 
	26.
	 	APPENDICES	 	 	57	 
	 
	 	 	 	 	 	 
	27.
	 	NOTICES	 	 	57	 
	 
	 	 	 	 	 	 
	28.
	 	MISCELLANEOUS	 	 	58	 
	 
	 	 	 	 	 	 
	29.
	 	COMING INTO FORCE	 	 	58	 







 









 









THIS
LOAN AGREEMENT (the “Agreement”) is entered into
this day of September 2006




BETWEEN:





	(1)	 	F3 TWO, LTD., a company incorporated in and existing under the laws of Bermuda with
registration number EC38768 and with its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda (the “Borrower”);
	 
	(2)	 	THE SEVERAL BANKS, particulars of which are set out in Appendix II as lenders (the
“Original Lenders”);
	 
	(3)	 	THE SEVERAL BANKS, particulars of which are set out in Appendix II as mandated lead
arrangers (the “Mandated Lead Arrangers”); and
	 
	(4)	 	BNP PARIBAS as agent for the lenders (the
“Agent”).





WHEREAS:





	(A)	 	A shipbuilding contract was signed as of 7
September 2006 (the “Building Contract”),
between the Borrower and Aker Yards S.A. (the “Builder”) for the design, construction and
delivery of a two thousand one hundred (2,100) passenger cabin cruise vessel having hull no.
D33, specification hull no. [**] [Confidential Treatment] dated 7 September 2006, to be ready for
delivery on 31 May 2010 (the “Vessel”).
	 
	(B)	 	The contract price of the Vessel is seven hundred and thirty five million euro
(EUR735,000,000) (subject to adjustment in accordance with the terms of the Building Contract)
(the “Contract Price”), payable at the times and in the manner specified in the Building
Contract. The terms of payment of the Contract Price are as follows:






	 	(i)	 	[**] [Confidential Treatment] payable within three (3) Working Days (as defined in the Building Contract) after the
Effective Date (as defined in the Building Contract);
	 
	 	(ii)	 	[**] [Confidential Treatment] payable on first steel cutting but not before [**] [Confidential Treatment];
	 
	 	(iii)	 	[**] [Confidential Treatment] payable on completion of keel laying but not before [**] [Confidential Treatment];
	 
	 	(iv)	 	[**] [Confidential Treatment] payable on the date the Vessel is launched into the water at the yard of the Builder
but not before [**] [Confidential Treatment]; and
	 
	 	(v)	 	the remainder payable upon delivery and acceptance of the
vessel.






	(C)	 	The Contract Price may be increased or decreased from time to time with respect to
certain modifications to the Building Contract, the plans or the specification (the “Change
Orders”).
	 
	(D)	 	The Lenders agree to make available to the Borrower a loan facility on the terms and
conditions set out herein for the purpose of assisting the Borrower to finance part of the
Contract Price (including the amount of the Change Orders) and the related Coface Premium.




 









 












NOW THEREFORE, it is agreed as follows:





	1.	 	DEFINITIONS AND CONSTRUCTION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement (including the Recitals) and the Appendices (all of which form an integral
part of this Agreement) the following expressions shall have the meanings set out opposite
them below.
	 
	 	 	“Affiliate” means, with respect to any person, any other person controlling, controlled by
or under common control with, such person and for purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”), as applied to any person, means the possession, directly or
indirectly, of the power to vote ten per cent. (10%) or more of the securities having voting
power for the election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the ownership of
voting securities or by contract of otherwise.
	 
	 	 	“Annex VI” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
the International Convention for the Prevention of Pollution from Ships 1973 (as modified in
1978 and 1997).
	 
	 	 	“Assignment of Earnings” means an assignment to be entered into between the Borrower and the
Finance Parties and to be in the agreed form.
	 
	 	 	“Assignment of Insurances” means an assignment to be entered into between the Borrower, the
Manager, if applicable, and the Finance Parties and to be in the agreed form.
	 
	 	 	“Assignment of Management Agreement” means an assignment to be entered into between the
Borrower and the Finance Parties and to be in the agreed form.
	 
	 	 	“Assignment of Warranty Rights” means an assignment to be entered into between the Borrower
and the Finance Parties with respect to the Borrower’s rights under the post-delivery
warranty given by the Builder under the Building Contract.
	 
	 	 	“Availability Termination Date” means the
date falling [**] [Confidential Treatment]  days
(being the period stipulated in article 9, clause 2.1(i)(b) of the Building Contract) after
[**] [Confidential Treatment].
	 
	 	 	“Building Contract” means that certain contract entered into between the Borrower and the
Builder dated as of 7 September 2006, as from time to time amended, in respect of the
design, construction and delivery of the Vessel.
	 
	 	 	“Builder” means Aker Yards S.A., a company incorporated in France and having its principal
office at Avenue Bourdelle — B.P. 90180, 44613 Saint-Nazaire Cedex, France, Republic of
France.
	 
	 	 	“Business Day” means a full day on which commercial banks are open for business and dealing
in deposits in New York and Paris.
	 
	 	 	“Certified Copy” means, in relation to any document delivered or issued by or on behalf of
any company, a copy of such document certified as a true, complete and up-to-date copy of
the original by any of the directors or the secretary or assistant secretary or any
attorney-in-fact for the time being of that company.








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	 	 	“Change Order Amount” means the cost of the Change Orders.
	 
	 	 	“Change Orders” means those certain change orders to the specifications of the Vessel as may
be agreed to from time to time by the Borrower and the Builder, the net cost of which is
payable at delivery.
	 
	 	 	“CIRR” (Commercial Interest Reference Rate) means four point eight nine per cent. (4.89%)
per annum being the fixed rate in force for medium and long term export credits in euro
according to the Organisation for Economic Co-operation and Development rules as determined
by the competent French Authorities.
	 
	 	 	“Coface” means Compagnie Française d’Assurance pour le Commerce Extérieur a French société
anonyme with its registered office at 12 Cours Michelet, La Défense, 92800 Puteaux, France,
registered with the Registry of Commerce and Companies of Nanterre under number 552 069 791.
	 
	 	 	“Coface Insurance Policy” means the insurance policy in respect of this Agreement to be
issued by Coface for the benefit of the Lenders, in form and substance satisfactory to the
Agent and the Lenders.
	 
	 	 	“Coface Premium” means the amount payable by the Borrower to Coface through the Agent on the
Delivery Date in respect of the Coface Insurance Policy which shall be [**] [Confidential Treatment] of the Total Financed Contract Price.
	 
	 	 	“Commitment” means:






	 	(a)	 	in relation to an Original Lender, [**] [Confidential Treatment] of the Maximum
Loan Amount and the amount of any other Commitment transferred to it under this
Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount of any Commitment transferred to
it under this Agreement,






	 	 	to the extent not increased, cancelled, reduced or transferred by it under this Agreement.
	 
	 	 	“Compulsory Acquisition” means requisition for title or other compulsory acquisition of the
Vessel including her capture, seizure, detention or confiscation or expropriation but
excluding any requisition for hire by or on behalf of any government or governmental
authority or agency or by any persons acting or purporting to act on behalf of any such
government or governmental authority or agency.
	 
	 	 	“Contract Price” means the total price payable by the Borrower to the Builder for the Vessel
in accordance with the Building Contract being, as at the date of the Building Contract,
seven hundred and thirty five million euro (EUR735,000,000).
	 
	 	 	“Delivery Date” means the date and time stated in the Protocol of Delivery and Acceptance.
	 
	 	 	“Document of Compliance” means a document issued to the Vessel’s operator as evidence of its
compliance with the requirements of the ISM Code.
	 
	 	 	“Dollar” and “USD” mean the lawful currency of the United States of America.
	 
	 	 	“Drawdown Date” means the date on which the Loan is drawn down and applied in accordance
with Clause 2.




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	 	 	“Drawdown Notice” means the drawdown notice and certificate duly executed by the Borrower
substantially in the form of Appendix IV.
	 
	 	 	“Earnings” means, in respect of the Vessel, (whether earned or to be earned) any and all
freights, hire, fares and passage monies, proceeds of requisition (other than proceeds of
Compulsory Acquisition), rebates and commissions, all earnings deriving from contracts of
employment, demurrage, charterparties, contracts of affreightment, pooling agreements and
joint ventures, compensation, remuneration for salvage and towage services, damages
howsoever arising and detention monies, damages for breach of any charterparty or other
contract for the employment of the Vessel, any amounts payable in consideration of the
termination or variation of any charterparty or other such contract and any other earnings
whatsoever due or to become due to the Borrower.
	 
	 	 	“Encumbrance” means any mortgage, charge, pledge, lien, assignment, hypothecation, title
retention, preferential right or trust arrangement or any other security agreement or
arrangement.
	 
	 	 	“EONIA” means the weighted average overnight rate calculated by the European Central Bank on
all overnight unsecured lending transactions carried out in the euro area interbank money
market and reported by the panel of reference banks selected for the calculation of the
EONIA. This annual rate is published on page 247 of the Bridge/Telerate server or any other
page as may replace such page, by the Banking Federation of the European Union prior to the
start of operations on the TARGET Day following its reporting to the European Central Bank
(D+1) by the reference banks.
	 
	 	 	“euro” and “EUR” means the single currency of the Participating Member States.
	 
	 	 	“Event of Default” means any one of the events specified in Clause 13.2.
	 
	 	 	“Facility Office” means the office or offices notified by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five
(5) Business Days’ written notice) as the office or offices through which it will perform
its obligations under this Agreement.
	 
	 	 	“Financed Contract Price” means the lesser of five hundred and eighty eight million euro
(EUR588,000,000) and eighty per cent. (80%) of the Contract Price less the Change Order
Amount.
	 
	 	 	“Financed Change Order Amount” means the lesser of fifty eight million eight hundred
thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount.
	 
	 	 	“Finance Party” means the Agent, a Mandated Lead Arranger or a Lender and its successors in
title, permitted assignees and permitted transferees.
	 
	 	 	“Financial Indebtedness” means any obligation for the payment or repayment of money, whether
as principal or as surety and whether present or future, actual or contingent.
	 
	 	 	“French Authorities” means the Direction Générale du Trésor et de la Politique Economique of
the French Ministry of Economy and Finance, any successors thereto, or any other authority
in or of the French Republic having jurisdiction over and responsibility for the provision,
management or regulation of the terms, conditions and issuance of export credits in or for
the French Republic including (inter alia) such entities to whom authority in respect of
extension or administration of export financing matters have been delegated, such as Coface.




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	 	 	“GAAP” means generally accepted accounting principles in the United States of America
consistently applied (or, if not consistently applied, accompanied by details of the
inconsistencies) including, without limitation, those set forth in the opinion and
pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board.
	 
	 	 	“Group” means the Guarantor and its Subsidiaries.
	 
	 	 	“Guarantee” means the guarantee of the obligations of the Borrower under this Agreement to
be signed by the Guarantor and to be in the agreed form.
	 
	 	 	“Guarantor” means NCL Corporation Ltd., a company incorporated in and existing under the
laws of Bermuda with registration number EC34678 and with its registered office at Milner
House, 18 Parliament Street, Hamilton HM 12, Bermuda.
	 
	 	 	“IAPPC” means a valid international air pollution prevention certificate for the Vessel
issued under Annex VI.
	 
	 	 	“Insurances” means all policies and contracts of insurance and entries of the Vessel in a
protection and indemnity or war risks association which are effected in respect of the
Vessel, her freights, disbursements, profits or otherwise and all benefits, including all
claims and returns of premiums thereunder and shall also include all compensation payable by
virtue of Compulsory Acquisition.
	 
	 	 	“Intended Delivery Date” means 16 November 2009 (the date on which the Vessel will be ready
for delivery pursuant to the Building Contract as at the date of this Agreement) or any
other date notified by the Borrower to the Agent in accordance with Clause 27 as being the
date on which the Vessel will be ready for delivery pursuant to the Building Contract.
	 
	 	 	“ISM Code” means the International Management Code for the Safe Operation of Ships and for
Pollution Prevention adopted by the International Maritime Organisation.
	 
	 	 	“ISPS Code” means the International Ship and Port Facility Security Code adopted by the
International Maritime Organisation.
	 
	 	 	“Lender” means:






	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any bank or financial institution which has become a Party in accordance with
Clause 18,






	 	 	which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.
	 
	 	 	“Loan” means the aggregate of the amount of the Total Financed Contract Price paid to the
Builder pursuant to Clause 2.1.1 and the amount of the Coface Premium reimbursed to the
Agent pursuant to Clause 2.1.2 as such amount may be increased or decreased pursuant to the
terms of this Agreement or (as the context may require) the amount thereof for the time
being drawn down and outstanding hereunder.
	 
	 	 	“Management Agreement” means the management agreement entered or to be entered into between
the Borrower and the Manager with respect to the Vessel.




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	 	 	“Manager” means NCL (Bahamas) Ltd., a company incorporated in and existing under the laws of
Bermuda with registration number EC34680 and with its registered office at Milner House, 18
Parliament Street, Hamilton HM 12, Bermuda.
	 
	 	 	“Maritime Registry” means the maritime registry which the Borrower will specify to the
Lenders no later than three (3) months before the Intended Delivery Date, being that of the
Bahamas or such other registry as the Lenders may in their discretion agree.
	 
	 	 	“Maximum Loan Amount” means the amount of six hundred and sixty two million nine hundred and
five thousand three hundred and twenty euro (EUR662,905,320).
	 
	 	 	“Mortgage” means the first priority mortgage and, if applicable, deed of covenants
collateral thereto over the Vessel in favour of the Finance Parties, to be granted as
provided for in Clause 16 and to be in the agreed form.
	 
	 	 	“Obligors” means the Borrower, the Guarantor and the Manager.
	 
	 	 	“Participating Member State” means any member state of the European Union that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.
	 
	 	 	“Party” means a party to this Agreement.
	 
	 	 	“Permitted Liens” means:






	 	(a)	 	any Encumbrance created by or pursuant to the Security Documents; and
	 
	 	(b)	 	liens on the Vessel up to an aggregate amount at any time not exceeding ten
million Dollars (USD10,000,000) for current crew’s wages and salvage and liens incurred
in the ordinary course of trading the Vessel; and






	 	 	in the case of the Manager in respect of paragraph (d) only and in the case of the
Guarantor:






	 	(c)	 	any deposits or pledges to secure the performance of bids, tenders, bonds or
contracts;
	 
	 	(d)	 	any other Encumbrance notified by any of the Obligors to the Agent prior to
the date hereof;
	 
	 	(e)	 	any Encumbrance in respect of existing Financial Indebtedness of a person
which becomes a Subsidiary of the Guarantor or is merged with or into the Guarantor or
any of its Subsidiaries;
	 
	 	(f)	 	liens on assets leased, acquired or upgraded after the date hereof or assets
newly constructed or converted after the date hereof provided that (i) such liens
secure Financial Indebtedness otherwise permitted under this Agreement (ii) such liens
are incurred within one (1) year following such lease, acquisition, upgrade,
construction or conversion and (iii) the Financial Indebtedness secured by such liens
does not exceed the cost of such upgrade or the cost of such assets acquired or leased;
	 
	 	(g)	 	statutory and other similar liens arising in the ordinary course of business
unrelated to Financial Indebtedness and securing obligations not yet delinquent or
which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established; and





-6-









 





	 	(h)	 	liens arising out of the existence of judgments or awards in respect of the
Guarantor or any of its Subsidiaries,






	 	 	provided that the aggregate amount of all cash and the fair market value of all other
property subject to such liens as are described in paragraphs (f) to (h) above does not
exceed twenty five million Dollars (USD25,000,000).
	 
	 	 	“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance of the
Vessel to be signed by the Borrower and the Builder in accordance with article 7, clause
1.3(i) of the Building Contract.
	 
	 	 	“Safety Management Certificate” means a document issued to the Vessel as evidence that the
Vessel’s operator and its shipboard management operate in accordance with an approved Safety
Management System.
	 
	 	 	“Safety Management System” means a structured and documented system enabling the personnel
of the Vessel’s operator to implement effectively the safety and environmental protection
policy of that Vessel operator.
	 
	 	 	“Security Documents” means this Agreement, the Guarantee, the Mortgage, the Assignment of
Warranty Rights, the Assignment of Insurances, the Assignment of Earnings, the Assignment of
Management Agreement and all such other documents as may be executed at any time in favour
of the Finance Parties or any of them as security for the obligations of the Borrower and
the other Obligors whether executed pursuant to the express provisions of this Agreement or
otherwise howsoever.
	 
	 	 	“Security Period” means the period beginning on the Drawdown Date and ending on the date on
which the amounts outstanding under this Agreement and under each of the other Security
Documents are finally paid or repaid in full.
	 
	 	 	“Subsidiary” means, with respect to the Guarantor, any company or corporation of which more
than fifty per cent. (50%) of the outstanding share capital having ordinary voting power to
elect a majority of the board of directors of such company or corporation (irrespective of
whether at the time share capital of any other class or classes of such company or
corporation shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by the Guarantor, by the Guarantor and one or more
other Subsidiaries of the Guarantor, or by one or more other Subsidiaries of the Guarantor.
	 
	 	 	“TARGET” (Trans-European Automated Real-time Gross settlement Express Transfer) means the
European real time gross settlement system managed by the European Central Bank and linking
the real time gross settlement systems of the Member States of the European Union.
	 
	 	 	“TARGET Day” means the day when the TARGET (Trans-European Automated Real-Time Gross
settlement Express Transfer) system is open.
	 
	 	 	“Taxes” means all present and future income and other taxes, levies, imposts, deductions,
compulsory liens and withholdings whatsoever together with interest thereon and penalties
with respect thereto, if any, and any payments made on or in respect thereof and “Taxation”
shall be construed accordingly.
	 
	 	 	“Termination Date” means the date falling
[**]  [Confidential Treatment] years after the Delivery Date.






-7-









 






	 	 	“Total Commitments” means the aggregate of the Commitments, being six hundred and sixty two
million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320).
	 
	 	 	“Total Financed Contract Price” means the aggregate of:






	 	(a)	 	the Financed Contract Price; and
	 
	 	(b)	 	the Financed Change Order Amount.






	 	 	“Total Loss” means the actual or constructive or compromised or agreed or arranged total
loss or the Compulsory Acquisition of the Vessel, including any such total loss as may arise
during a requisition for hire.
	 
	 	 	“Total Loss Date” means:






	 	(a)	 	in the case of an actual total loss of the Vessel, the actual date on which
the Vessel was lost or, if such date is not known, the date on which the Vessel was
last reported; or
	 
	 	(b)	 	in the case of a constructive total loss of the Vessel, or in the case of a
compromised or arranged total loss of the Vessel, the date of the event giving rise to
the claim for such constructive total loss or to the claim for a compromised or
arranged total loss; or
	 
	 	(c)	 	in the case of a Compulsory Acquisition on the date of the Compulsory
Acquisition.






	 	 	“Transaction Documents” means the Security Documents, the Building Contract, the Drawdown
Notice, the Management Agreement and any other material document now or hereafter issued in
connection with the documents or the transaction referred to in this Agreement.
	 
	 	 	“Transfer Certificate” means a certificate substantially in the form set out in Appendix III
or any other form agreed between the Agent and the Borrower.
	 
	 	 	“Transfer Date” means, in relation to a transfer, the later of:






	 	(a)	 	the proposed Transfer Date specified in the Transfer Certificate; and
	 
	 	(b)	 	the date on which the Agent executes the Transfer Certificate.






	 	 	“Vessel” means the passenger cruise vessel referred to in Recital (A) of this Agreement and
more specially described in the Building Contract, and, to the extent the context permits,
includes all manuals, logs and technical records relating to the said vessel.
	 
	1.2	 	Construction
	 
	 	 	References in this Agreement to a document “in the agreed form” are to the form of the
relevant document which is attached to the security letter of the same date as this
Agreement or to such other form as the parties hereto may from time to time agree, subject
to modification in accordance with the provisions of the security letter.
	 
	 	 	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or to enjoy the benefit of any term of this Agreement.




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	 	 	A provision of law including but without limitation a regulation is a reference to that
provision or regulation as amended or re-enacted from time to time and a regulation includes
any regulation, rule, official directive, request or guideline (whether or not having the
force of law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation.
	 
	2.	 	AVAILABILITY OF THE LOAN
	 
	2.1	 	Commitment
	 
	 	 	Each of the Lenders shall (in proportion to its share of the Total Commitments) make
available to the Borrower a loan in a maximum amount of six hundred and two million six
hundred and forty one thousand two hundred euro (EUR602,641,200) intended to:






	 	2.1.1	 	be paid to the Builder up to a maximum amount of five hundred and eighty
eight million euro (EUR588,000,000) corresponding to eighty per cent. (80%) of the
Contract Price of the Vessel prior to any Change Order;
	 
	 	2.1.2	 	reimburse the Agent up to an amount of fourteen million six hundred and forty
one thousand two hundred euro (EUR14,641,200) corresponding to one hundred per cent.
(100%) of the related Coface Premium payable to Coface.






	 	 	In the event that the Contract Price for the Vessel prior to any Change Order increases
pursuant to the terms of the Building Contract, the Lenders agree, if the Borrower so
requests in the Drawdown Notice, to increase the maximum amount of the Loan by:






	 	2.1.3	 	up to an amount of fifty eight million eight hundred thousand euro
(EUR58,800,000) (being ten per cent. (10%) of the Financed Contract Price) to pay to
the Builder up to eighty per cent. (80%) of the Change Order Amount; and
	 
	 	2.1.4	 	up to an amount of [**] [Confidential Treatment] to reimburse
the Agent [**] [Confidential Treatment] per cent.
[**] [Confidential Treatment] of the related Coface Premium payable to Coface.






	2.2	 	Purpose
	 
	 	 	The Loan may only be used to pay for goods and services of French origin. However, within
the limits and under the conditions fixed by the French Authorities, this may be extended to
cover goods and services incorporated in deliveries made by the Builder and originating from
countries other than the Borrower’s country and France, which have been sub-contracted by
the Builder and therefore remain under the Builder’s responsibility.
	 
	3.	 	DRAWING
	 
	3.1	 	Conditions precedent
	 
	 	 	The Borrower may only draw under the Loan when the following conditions have been fulfilled
to the satisfaction of the Lenders and provided no Event of Default shall have occurred and
remains unremedied or be likely to occur:






	 	3.1.1	 	No later than the date of this Agreement:






	 	(a)	 	Receipt by the Agent of an opinion of legal counsel to the Lenders as
to Bermudan law, together with the corporate documentation of the Borrower
supporting the opinion, including but without limitation the




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	 	 	 	Memorandum of Association and Bye-laws as filed with the competent
authorities and a certificate of a competent officer of the Borrower
containing specimen signatures of the persons authorised to sign the
documents on behalf of the Borrower, to the effect that:






	 	(i)	 	the Borrower has been duly organized and is validly existing as
a company under the laws of Bermuda;
	 
	 	(ii)	 	this Agreement falls within the scope of the Borrower’s
corporate purpose as defined by its Memorandum of Association and
Bye-laws;
	 
	 	(iii)	 	the Borrower’s representatives were at the date of this
Agreement fully empowered to sign this Agreement;
	 
	 	(iv)	 	either all administrative requirements applicable to the
Borrower (whether in Bermuda or elsewhere) concerning the transfer of
funds abroad and acquisitions of euro to meet its obligations hereunder
have been complied with, or that there are no such requirements; and
	 
	 	(v)	 	this Agreement is the legal, valid and binding obligations of
the Borrower enforceable in accordance with their terms (containing such
exceptions as are standard for opinions of this type).






	 	(b)	 	Receipt by the Agent of an opinion of legal counsel to the Agent as
to English law confirming that the obligations of the Borrower under this
Agreement are legally valid and binding obligations enforceable by the
relevant Finance Parties in the English courts.
	 
	 	(c)	 	Receipt by the Agent of a Certified Copy of the executed Building
Contract.
	 
	 	(d)	 	Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for the Borrower as agent for service of
process in England in respect of this Agreement.






	3.1.2	 	No later than ten (10) Business Days after the date of this Agreement:






	 	(a)	 	Receipt by the Agent of an opinion of legal counsel to the Lenders as
to Bermudan law, together with the corporate documentation of the Guarantor
supporting the opinion, including but without limitation the Memorandum of
Association and Bye-laws as filed with the competent authorities and a
certificate of a competent officer of the Guarantor containing specimen
signatures of the persons authorised to sign the documents on behalf of the
Guarantor, to the effect that:






	 	(i)	 	the Guarantor has been duly organized and is validly existing as
a company under the laws of Bermuda;
	 
	 	(ii)	 	the Guarantee falls within the scope of the Guarantor’s
corporate purpose as defined by its Memorandum of Association and
Bye-laws;
	 
	 	(iii)	 	the Guarantor’s representative was at the date of the
Guarantee fully empowered to sign the Guarantee;




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	 	(iv)	 	either all administrative requirements applicable to the
Guarantor (whether in Bermuda or elsewhere) concerning the transfer of
funds abroad and acquisitions of euro to meet its obligations under the
Guarantee have been complied with, or that there are no such
requirements; and
	 
	 	(v)	 	the Guarantee is the legal, valid and binding obligations of the
Guarantor enforceable in accordance with their terms (containing such
exceptions as are standard for opinions of this type).






	 	(b)	 	Receipt by the Agent of the executed Guarantee and a statement
confirming that the Guarantor is in compliance with its obligations under
clauses 11.1 and 11.3 of the Guarantee. The statement shall be signed by the
chief financial officer of the Group (as such term is defined in clause 11.4
of the Guarantee), be in the form of schedule 1 to the Guarantee and be for
the financial quarter ending 30 June 2006.
	 
	 	(c)	 	Receipt by the Agent of an opinion of legal counsel to the Agent as
to English law confirming that the obligations of the Guarantor under the
Guarantee are legally valid and binding obligations enforceable by the
relevant Finance Parties in the English courts.
	 
	 	(d)	 	Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for the Guarantor as agent for service of
process in England in respect of the Guarantee.






	3.1.3	 	No later than three (3) months before the Intended Delivery Date, receipt by
the Agent of notification from the Borrower of its preferred Maritime Registry.
	 
	3.1.4	 	On the date falling ninety (90) days before the Intended Delivery Date and on
each subsequent date prior to the Drawdown Date on which a statement in the form of
schedule 1 to the Guarantee is to be received by the Agent pursuant to clause 9.2.5 of
the Guarantee, receipt by the Agent of a statement confirming that the Guarantor is in
compliance with its obligations under clauses 11.1 and 11.3 of the Guarantee. The
statement shall be signed by the chief financial officer of the Group (as such term is
defined in clause 11.4 of the Guarantee), be in the form of schedule 1 to the Guarantee
and be for the last financial quarter in respect of which the Guarantor is obliged to
provide such a statement pursuant to clause 9.2.5 of the Guarantee.
	 
	3.1.5	 	No later than sixty (60) days before the Intended Delivery Date, receipt by
the Agent of notification from the Borrower of the Intended Delivery Date.
	 
	3.1.6	 	No later than ten (10) Business Days before the Intended Delivery Date,
receipt by the Agent of insurance documents in form and substance satisfactory to the
Lenders confirming that the Insurances have been effected and will be in full force and
effect on the Delivery Date.
	 
	3.1.7	 	No later than five (5) Business Days before the Intended Delivery Date,
receipt by the Agent of:






	 	(a)	 	the Drawdown Notice from the Borrower, signed by a duly authorised
signatory of the Borrower, specifying the amount of the Loan to be drawn down;




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	 	(b)	 	a Certified Copy of each of the Change Orders and of the power of
attorney pursuant to which the authorised signatory of the Borrower signed the
Drawdown Notice and a specimen of his signature; and
	 
	 	(c)	 	a copy of the notice of delivery given by the Builder to the Borrower
pursuant to and in accordance with article 7, clause 1.1 of the Building
Contract.






	3.1.8	 	No later than the Delivery Date:






	 	(a)	 	Receipt by the Agent of a legal opinion of counsel to the Lenders as
to Bermudan law together with the corporate documentation of the Borrower and
the Manager supporting such opinions, including but without limitation, in the
case of the Manager, the Memorandum of Association and Bye-laws as filed with
the competent authorities and a certificate of a competent officer of the
Borrower and the Manager containing specimen signatures of the persons
authorised to sign the documents on behalf of the Borrower and the Manager,
confirming that:






	 	(i)	 	the Lenders may continue to rely on the legal opinion given
pursuant to Clause 3.1.1(a)(i);
	 
	 	(ii)	 	the Mortgage, the Assignment of Warranty Rights, the Assignment
of Insurances, the Assignment of Earnings and the Assignment of
Management Agreement fall within the scope of the Borrower’s corporate
purpose as defined by its Memorandum of Association and Bye-laws and are
binding on it;
	 
	 	(iii)	 	the Assignment of Insurances (if applicable) and the
acknowledgement of the notice of assignment of the Management Agreement
fall within the scope of the Manager’s corporate purpose as defined by
its Memorandum of Association and Bye-laws and are binding on it; and
	 
	 	(iv)	 	the Borrower’s representatives are fully empowered to sign the
Protocol of Delivery and Acceptance, the Mortgage, the Assignment of
Warranty Rights, the Assignment of Insurances, the Assignment of
Earnings and the Assignment of Management Agreement and the Manager’s
representatives are fully empowered to sign the Assignment of Insurances
(if applicable) and the acknowledgement of the notice of assignment of
the Management Agreement.






	 	(b)	 	Receipt by the Agent of evidence of payment to the Builder of:






	 	(i)	 	the four (4) pre-delivery instalments of the Contract Price; and
	 
	 	(ii)	 	any other part of the Contract Price as at the Delivery Date
not being financed hereunder.






	 	(c)	 	Evidence that:






	 	(i)	 	the Vessel is at least provisionally registered in the name of
the Borrower in the Maritime Registry;
	 
	 	(ii)	 	title to the Vessel is held by the Borrower free of all
Encumbrances other than any maritime lien in respect of crew’s wages and
trade debts arising out of equipment, consumable and other stores placed










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	 	 	 	On board the Vessel prior to or concurrently with delivery, none of
which is overdue;
	 
	 	(iii)	 	the Mortgage has been duly registered in the Maritime Registry
and constitutes a first priority security interest over the Vessel and
that all taxes and fees payable to the Maritime Registry in respect of
the Vessel have been paid in full.






	 	(d)	 	Receipt by the Agent of a Certified Copy of a classification
certificate (or interim classification certificate) showing the Vessel to be
classed in accordance with Clause 9.4.3.
	 
	 	(e)	 	Receipt by the Agent of duly executed originals of the Mortgage, the
Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of
Earnings and the Assignment of Management Agreement together with relevant
notices of assignment and the acknowledgement of the notice of assignment of
the Management Agreement.
	 
	 	(f)	 	Receipt by the Agent of all amounts which are due and payable
hereunder by the Borrower on or prior to the Delivery Date.
	 
	 	(g)	 	Receipt by the Agent of a legal opinion of counsel to the Lenders as
to the law of the Maritime Registry confirming:






	 	(i)	 	the valid registration of the Vessel in the Maritime Registry;
and
	 
	 	(ii)	 	the Mortgage over the Vessel has been validly registered in the
Maritime Registry.






	 	(h)	 	Receipt by the Agent of an opinion of legal counsel to the Agent as
to English law confirming that the obligations of the Borrower under the deed
of covenants constituting part of the Mortgage (if applicable), the Assignment
of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings
and the Assignment of Management Agreement are legally valid and binding
obligations enforceable by the relevant Finance Parties in the English courts.
	 
	 	(i)	 	Receipt by the Agent of a certificate from the Borrower, signed by an
authorised representative of the Borrower, attesting that the representations
and warranties contained in Clause 9 are true and correct as of the Delivery
Date in consideration of the facts and circumstances existing as of the
Delivery Date.
	 
	 	(j)	 	Receipt by the Agent of the documents mentioned in Appendix I.
	 
	 	(k)	 	Receipt by the Agent of a Certified Copy of the executed Management
Agreement.
	 
	 	(l)	 	Receipt by the Agent of a Certified Copy of the carrier initiative
agreement executed pursuant to Clause 10.16, any current certificate of
financial responsibility in respect of the Vessel issued under OPA, a valid
Safety Management Certificate (or interim Safety Management Certificate)
issued to the Vessel in respect of its management by the Manager pursuant to
the ISM Code, a valid Document of Compliance (or interim Document of
Compliance) issued to the Manager in respect of ships of the same type as the
Vessel pursuant to the ISM Code, a valid




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	 	 	 	International Ship Security Certificate issued to the Vessel in accordance
with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with
Annex VI.
	 
	 	(m)	 	Receipt by the Agent of a Certified Copy of the power of attorney
pursuant to which the authorised signatory(ies) of the Borrower signed the
documents referred to in this Clause 3.1.6 and to which the Borrower is a
party and a specimen of his or their signature(s).
	 
	 	(n)	 	Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for each of the relevant Obligors as
agent for service of process in England in respect of the deed of covenants
constituting part of the Mortgage (if applicable), the Assignment of Warranty
Rights, the Assignment of Insurances, the Assignment of Earnings and the
Assignment of Management Agreement.
	 
	 	(o)	 	The Coface Insurance Policy documentation relating to the
transactions contemplated by this Agreement has been received by the Agent and
remains in full force and effect, the Agent having notified the Borrower of
the issue of the Coface Insurance Policy in form and substance satisfactory to
the Lenders as soon as practicable after its issue.






	3.2	 	Borrower’s irrevocable payment instructions
	 
	 	 	The Lenders shall not be obliged to fulfil their obligation to make the Loan available other
than by paying the Builder the Total Financed Contract Price (or (as the context may
require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by
reimbursing the Agent for the related Coface Premium.
	 
	 	 	The Borrower hereby instructs the Lenders in accordance with this Clause 3.2:






	 	3.2.1	 	to pay to the Builder:






	 	(a)	 	the amount in euro remaining due under the Building Contract up to an
amount equal to the lesser of five hundred and eighty eight million euro
(EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the
Vessel prior to any Change Order; and
	 
	 	(b)	 	subject to Clause 2.2, the amount in euro up to the lesser of fifty
eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent.
(80%) of the Change Order Amount capped at [**]
 per cent. [**]  of the Financed
Contract Price; and






	 	3.2.2	 	to reimburse the Agent, by drawing under the Loan, the related Coface
Premium.






	 	 	The payment instruction contained in this Clause 3.2 is irrevocable.
	 
	 	 	Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on
the Delivery Date of the Vessel during usual banking hours in the French Republic to the
Builder’s account as specified by the Builder in accordance with the Building Contract after
receipt and verification by the Agent of the documents provided under Appendix I.
	 
	 	 	Verification of the documents provided under Appendix I shall be limited to checking their
apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits
 — ICC Publication 500 (UCP 500 latest revision).






- 14 -









 






The Borrower expressly acknowledges that the payment terms set out in this Clause may only
be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in
the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower
in the case of Clause 3.2.2.




Drawing may not be made under this Agreement (and the Loan shall not be available) after the
earlier of the Delivery Date and the Availability Termination Date.




However, the Lenders will use their best efforts to agree to a postponement of the
Availability Termination Date upon application by the Borrower accompanied by an explanation
in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the
Availability Termination Date. The Borrower acknowledges that any such postponement is
subject to the prior written approval of Coface.




	4.	 	REPAYMENT OF LOAN AND PAYMENT OF INTEREST






The Borrower shall repay to the Lenders the principal amount of the Loan drawn down under
this Agreement together with interest on the Loan at the CIRR from the Drawdown Date by
twenty four (24) consecutive equal half yearly instalments. The first instalment of
principal and interest shall be due six (6) months after the Delivery Date and the final
instalment shall be due on the Termination Date together with all other sums due under this
Agreement. The interest shall be calculated on the actual number of days elapsed divided by
three hundred and sixty (360).




The amount of each instalment of principal and interest will be calculated by the Agent
following the Drawdown Date. The Agent shall deliver to the Borrower and the Lenders as
soon as practicable following such calculation and in any event no later than ten (10)
Business Days after the Drawdown Date, a repayment schedule setting out the dates and the
amounts of the instalments up to and including the Termination Date.




The repayment schedule shall be sent by fax and, in the case of the Borrower, by
international express courier.




In the absence of manifest error, the repayment schedule will constitute an unconditional
and irrevocable undertaking by the Borrower to pay the Lenders the amounts of principal and
interest set out therein.




The Borrower reserves the right to inform the Agent within ten (10) Business Days of receipt
of the repayment schedule by courier if it contains a material error and to request its
correction.




	5.	 	CLAIMS OR DEFENCES MAY NOT BE OPPOSED TO THE LENDERS






The Borrower may not escape liability under the terms of this Agreement by opposing to the
Lenders claims or defences of any kind whatsoever arising under the Building Contract, and
in particular from its performance, or from any other relationship between the Borrower and
the Builder.




	6.	 	COFACE PREMIUM






The Coface Premium is due and payable on or prior to the Drawdown Date and proportionally to
the amount of the Loan drawn down under this Agreement. A minimum non-refundable premium,
being one thousand five hundred and fifteen euro (EUR1,515), shall be paid to Coface upon
signature of the Coface Insurance Policy. Otherwise, no Coface Premium is due if the Loan
is not drawn down. Except as



- 15 -









 







otherwise stated below in the case of a prepayment, the Coface Premium is not refundable for
any reason whatsoever.




The
Borrower has requested and the Lenders have agreed to finance [**] [Confidential Treatment] per cent.
[**] [Confidential Treatment] of the Coface Premium payable under this Agreement in accordance with Clauses 2.1.2
and 2.1.4 up to the amount of [**] [Confidential Treatment].




Consequently, the Borrower hereby irrevocably instructs the Agent to pay the Coface Premium
to Coface on the Borrower’s behalf and the financing of such payment shall be made by
drawing under the Loan in accordance with Clauses 2.1.2 and 2.1.4 of this Agreement.
Notwithstanding any other provision of this Agreement, the Borrower acknowledges that the
obligation of the Borrower to reimburse the Lenders for the full amount of the Coface
Premium referred to in this Agreement as and when it arises is absolute and unconditional.




The Coface Premium financed by the Loan will be repayable in any event by the Borrower to
the Lenders in the manner specified in Clause 4 and under any and all circumstances
including but without limitation in the event of prepayment or acceleration of the Loan.




If the Loan is prepaid in whole or in part by the Borrower and if no amounts are then due
and unpaid by the Borrower to the Finance Parties, the Agent will, on receipt from Coface,
refund to the Borrower the portion of the Coface Premium reimbursed by Coface. If there is
an amount due and unpaid by the Borrower to the Finance Parties, the Agent shall apply any
amount received from Coface in accordance with Clause 17.




Any refund of the Coface Premium will not exceed eighty per cent. (80%) of the amount of the
Coface Premium for the period from the prepayment date to the Termination Date.




	7.	 	FEES






The following fees shall be paid to the Agent by the Borrower as required hereunder:




	 	7.1.1	 	For the Mandated Lead Arrangers, an arrangement fee equal to
[**] [Confidential Treatment] of the Maximum Loan Amount payable:






	 	(a)	 	as to [**] [Confidential Treatment] per cent. [**] [Confidential Treatment] of such fee amount within ten (10)
Business Days after the date of this Agreement; and
	 
	 	(b)	 	unless this Agreement is terminated pursuant to Clause 29, as to
[**] [Confidential Treatment] per cent. [**] [Confidential Treatment] of such fee amount on the first anniversary of the
date of this Agreement.






	 	7.1.2	 	For the Lenders, a commitment fee for the period from the date of this
Agreement to the Delivery Date of the Vessel, or the date of receipt by the Agent of
the written termination notice sent by the Borrower as described in Clause 29,
whichever is the earliest, computed at the rate of:






	 	(a)	 	[**] [Confidential Treatment] per cent. [**] [Confidential Treatment]%) per annum for the first two
(2) years after the date of this Agreement; and
	 
	 	(b)	 	[**] [Confidential Treatment] two per cent. [**] [Confidential Treatment] %) per annum thereafter.






This commitment fee shall be calculated on the undrawn amount of the Maximum Loan
Amount and paid in arrears on the date falling six (6) months after the date of
this Agreement and on each date falling at the end of each



- 16 -









 








following consecutive six (6) month period, with the exception of the commitment
fee due in respect of the last period, which shall be paid on the Drawdown Date, or
the date of receipt by the Agent of the written termination notice sent by the
Borrower as described in Clause 29, whichever is the earliest. The commitment fee
shall be calculated on the actual number of days elapsed divided by three hundred
and sixty (360).




	 	7.1.3	 	For the Agent, an annual agency fee of [**] [Confidential Treatment] shall be paid within ten (10) Business Days of the date of this Agreement and, unless
this Agreement is terminated pursuant to Clause 29, on or before each anniversary date
thereof until total repayment of the Loan.






	8.	 	TAXES, INCREASED COSTS, COSTS AND RELATED CHARGES
	 
	8.1	 	All Taxes legally payable in France as a consequence of the signature or performance
of this Agreement shall be paid by the Lenders.
	 
	8.2	 	All Taxes legally payable outside France (other than taxes payable by each of the
Lenders on its overall net income) as a consequence of the signature or performance of this
Agreement shall be paid by the Borrower. In consequence, all payments of principal and
interest, interest on late payments, compensation, costs, fees and related charges, due in
connection with this Agreement shall be made without any deduction or withholding in respect
of Taxes. The Borrower therefore hereby agrees expressly that if for any reason full payment
of the above amounts is not made, it will immediately pay the Lenders the sums necessary to
compensate exactly the effect of the deductions or withholdings made in respect of Taxes. If
the Borrower fails to perform this obligation, the Lenders shall be entitled, in accordance
with Clause 13, either not to make available the Loan or, as the case may require, to require
immediate repayment of the Loan.






If an additional payment is made under this Clause and any Lender or the Agent on its behalf
determines that it has received or been granted a credit against or relief of or calculated
with reference to the deduction or withholding giving rise to such additional payment, such
Lender or the Agent (as the case may be) shall, to the extent that it can do so without
prejudice to the retention of the amount of such credit, relief, remission or repayment and
provided that it has received the cash benefit of such credit, relief or remission, pay to
the Borrower such amount as such Lender or the Agent shall in its reasonable opinion have
concluded to be attributable to the relevant deduction or withholding. Any such payment
shall be conclusive evidence of the amount due to the Borrower hereunder and shall be
accepted by the Borrower in full and final settlement of its rights of reimbursement
hereunder in respect of such deduction or withholding. Nothing herein contained shall
interfere with the right of any Lender and the Agent to arrange their respective tax affairs
in whatever manner they think fit.




	8.3	 	If after the date of this Agreement by reason of:






	 	8.3.1	 	any change in law or in its interpretation or administration; and/or
	 
	 	8.3.2	 	compliance with any request from or requirement of any central bank or other
fiscal, monetary or other authority including but without limitation the Basle
Committee on Banking Regulations and Supervisory Practices whether or not having the
force of law:






	 	(a)	 	any of the Lenders incurs a cost as a result of its performing its
obligations under this Agreement and/or its advancing its Commitment
hereunder; or







- 17 -









 






	 	(b)	 	there is any increase in the cost to any of the Lenders of funding or
maintaining all or any of the advances comprised in a class of advances formed
by or including its Commitment advanced or to be advanced by it hereunder; or
	 
	 	(c)	 	any of the Lenders incurs a cost as a result of its having entered
into and/or its assuming or maintaining its commitment under this Agreement;
or
	 
	 	(d)	 	any of the Lenders becomes liable to make any payment on account of
Tax or otherwise (other than Tax on its overall net income) on or calculated
by reference to the amount of its Commitment advanced or to be advanced
hereunder and/or any sum received or receivable by it hereunder; or
	 
	 	(e)	 	any of the Lenders suffers any decrease in its rate of return as a
result of any changes in the requirements relating to capital ratios, monetary
control ratios, the payment of special deposits, liquidity costs or other
similar requirements affecting that Lender,






then the Borrower shall from time to time on demand pay to the Agent for the account of the
relevant Lender or Lenders amounts sufficient to indemnify the relevant Lender or Lenders
against, as the case may be, such cost, such increased cost (or such proportion of such
increased cost as is in the reasonable opinion of the relevant Lender or Lenders
attributable to the funding or maintaining of its or their Commitment(s) hereunder) or such
liability.




A Lender affected by any provision of this Clause 8.3 shall promptly inform the Agent after
becoming aware of the relevant change and its possible results (which notice shall be
conclusive evidence of the relevant change and its possible results) and the Agent shall, as
soon as reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrower’s obligations under this Clause 8.3 and in
consultation with the Agent, the affected Lender will then take all such reasonable steps as
may be open to it to mitigate the effect of the change (for example (if then possible) by
changing its Facility Office or transferring some or all of its rights and obligations under
this Agreement to another financial institution reasonably acceptable to the Borrower and
the Agent). The reasonable costs of mitigating the effect of any such change shall be borne
by the Borrower save where such costs are of an internal administrative nature and are not
incurred in dealings by any Lender with third parties.




	8.4	 	The Borrower undertakes to pay to the Agent, upon demand, all reasonable costs and
expenses, duties and fees, including but without limitation agreed legal costs, out of pocket
expenses and travel costs, incurred by the Mandated Lead Arrangers and the Original Lenders in
connection with the negotiation, preparation and execution of all agreements, guarantees,
security agreements and related documents entered into, or to be entered into, for the purpose
of the transaction contemplated hereby as well as all costs and expenses, duties and fees
incurred by the Lenders in connection with the registration, filing, enforcement or discharge
of the said guarantees or security agreements, including without limitation the fees and
expenses of legal advisers and insurance experts, the cost of registration and discharge of
security interests and the related travel and out of pocket expenses; the Borrower further
undertakes to pay to the Agent all costs, expenses, duties and fees incurred by the Lenders in
connection with any variation of this Agreement and the related documents, guarantees and
security agreements, any supplements thereto and waiver given in relation thereto, in
connection with the enforcement or preservation of any rights under this Agreement and/or the
related guarantees and security agreements, including in each case the fees and expenses of
legal advisers, and in connection with the




- 18 -









 






	 	 	consultations or proceedings made necessary by the acts of, or failure to act on the part
of, the Borrower.






	8.5	 	The Borrower undertakes to pay to the Agent, upon demand, any reasonable costs
necessarily incurred by the Lenders in funding the Loan in the event that the Delivery Date is
later than the Intended Delivery Date unless the Borrower has given the Agent at least three
(3) Business Days’ notification of such delay in the Delivery Date.






	9.	 	REPRESENTATIONS AND WARRANTIES
	 
	9.1	 	Duration






	 	9.1.1	 	The representations and warranties in Clause 9.2 are made on the date of this
Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the
facts and circumstances subsisting, as if made on each day until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or any
of the other Security Documents.
	 
	 	9.1.2	 	The representations and warranties in Clause 9.3 are made on the date of this
Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the
facts and circumstances subsisting, as if made on the date falling sixty (60) days
before the Intended Delivery Date and thereafter on each day until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or any
of the other Security Documents.
	 
	 	9.1.3	 	The representations and warranties in Clause 9.4 are made on the Delivery
Date and shall be deemed to be repeated, with reference mutatis mutandis to the facts
and circumstances subsisting, as if made thereafter on each day until the Borrower has
no remaining obligations, actual or contingent, under or pursuant to this Agreement or
any of the other Security Documents.






	9.2	 	Continuing representations and warranties






  The Borrower represents and warrants to each of the Lenders that:




	 	9.2.1	 	Status






Each Obligor is a company duly organised, constituted and validly existing under
the laws of the country of its incorporation, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own and
charge its assets and carry on its business as it is now being conducted.




	 	9.2.2	 	Powers and authority






Each of the Obligors has the power to enter into and perform this Agreement and
those of the other Security Documents to which it is a party and the transactions
contemplated hereby and thereby and has taken all necessary action to authorise the
entry into and performance of this Agreement and such other Security Documents and
such transactions.




	 	9.2.3	 	Legal validity






This Agreement and each other Transaction Document constitutes (or will constitute
when executed) legal, valid and binding obligations of each Obligor expressed to be
a party thereto enforceable in accordance with their respective



- 19 -









 







terms and in entering into this Agreement and borrowing the Loan, the Borrower is
acting on its own account.




	 	9.2.4	 	Non-conflict with laws






The entry into and performance of this Agreement and the other Transaction
Documents and the transactions contemplated hereby and thereby do not and will not
conflict with:




	 	(a)	 	any law or regulation or any official or judicial order; or
	 
	 	(b)	 	the constitutional documents of any Obligor; or
	 
	 	(c)	 	any agreement or document to which any Obligor is a party or which is
binding upon such Obligor or any of its assets,






nor result in the creation or imposition of any Encumbrance on an Obligor or its
assets pursuant to the provisions of any such agreement or document, except for
Permitted Liens.




	 	9.2.5	 	Consents






Except for:




	 	(a)	 	the filing of those Security Documents to be filed with the Registrar
of Companies in Bermuda; and
	 
	 	(b)	 	the registration of the Mortgage through the relevant authority of
the Maritime Registry,






all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required in
connection with the entry into, performance, validity and enforceability of this
Agreement and each of the other Transaction Documents to which any Obligor is a
party and the transactions contemplated thereby have been obtained or effected and
are in full force and effect except authorisations, approvals, consents, licences,
exemptions, filings and registrations required in the normal day to day course of
the operation of the Vessel and not already obtained by the Borrower.




	 	9.2.6	 	Accuracy of information






All information furnished by any Obligor relating to the business and affairs of
any Obligor in connection with this Agreement and the other Transaction Documents
was and remains true and correct in all material respects and there are no other
material facts or considerations the omission of which would render any such
information misleading.




	 	9.2.7	 	Full disclosure






Each Obligor has fully disclosed to the Agent all facts relating to each Obligor
which it knows or should reasonably know and which might reasonably be expected to
influence the Lenders in deciding whether or not to enter into this Agreement.



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	 	9.2.8	 	Pari passu or priority status






The claims of the Finance Parties against the Borrower under this Agreement will
rank at least pari passu with the claims of all unsecured creditors of the Borrower
(other than claims of such creditors to the extent that they are statutorily
preferred) and in priority to the claims of any creditor of the Borrower who is
also an Obligor.




	 	9.2.9	 	Solvency






The Borrower is and shall remain, after the advance to it of the Loan, solvent in
accordance with the laws of Bermuda and the United Kingdom and in particular with
the provisions of the Insolvency Act 1986 (as from time to time amended) and the
requirements thereof.




	 	9.2.10	 	Winding-up, etc.






Subject to clause 10.6 of the Guarantee, neither the Borrower nor any other Obligor
has taken any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief) threatened
against any of them for the reorganisation, winding-up, dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of any of them or any or all of their assets or revenues
nor has it sought any other relief under any applicable insolvency or bankruptcy
law.




	 	9.2.11	 	Accounts






The consolidated audited accounts of the Guarantor for the period ending on 31
December 2005 (which accounts have been prepared in accordance with GAAP) fairly
represent the financial condition of the Guarantor as shown in such audited
accounts.




	 	9.2.12	 	No immunity






None of the Obligors nor any of their respective assets enjoys any right of
immunity (sovereign or otherwise) from set-off, suit or execution in respect of
their obligations under this Agreement or any of the other Transaction Documents or
by any relevant or applicable law.




	 	9.2.13	 	Ownership of shares






All the shares in the Borrower and the Manager shall be legally and beneficially
owned directly or indirectly by the Guarantor and such structure shall remain so
throughout the Security Period. Further, no Event of Default has occurred under
clause 11.2 of the Guarantee in respect of the ownership and/or control of the shares in the Guarantor.




	 	9.2.14	 	Completeness of documents






The copies of the Building Contract, the Management Agreement and any other
relevant third party agreements including but without limitation the copies of any
documents in respect of the Insurances delivered to the Agent are true and complete
copies of each such document constituting valid and binding obligations of the
parties thereto enforceable in accordance with their respective terms and, subject
to Clauses 10.14 and 10.25, no amendments thereto or variations thereof have been
agreed nor has any action been taken by the parties



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thereto which would in any way render such document inoperative or unenforceable.




	 	9.2.15	 	Money laundering






Any borrowing by the Borrower under this Agreement, and the performance of its
obligations under this Agreement and the other Transaction Documents, will be for
its own account and will not involve any breach by it of any law or regulatory
measure relating to “money laundering” as defined in Article 1 of the Directive
(91/308/EEC) of the Council of the European Communities.




	9.3	 	Semi-continuing representations and warranties






The Borrower represents and warrants to each of the Lenders that:




	 	9.3.1	 	No default






No event has occurred which constitutes a default under or in respect of any
Transaction Document to which any Obligor or the Builder is a party or by which any
Obligor or the Builder may be bound (including (inter alia) this Agreement) and no
event has occurred which constitutes a default under or in respect of any agreement
or document to which any Obligor is a party or by which any Obligor may be bound to
an extent or in a manner which might have a material adverse effect on the ability
of that Obligor to perform its obligations under the Transaction Documents to which
it is a party.




	 	9.3.2	 	No encumbrances






None of the assets or rights of any Obligor is subject to any Encumbrance except
Permitted Liens.




	 	9.3.3	 	Litigation






No litigation, arbitration or administrative proceedings are current or pending or,
to its knowledge, threatened, which might, if adversely determined, have a material
adverse effect on the ability of an Obligor to perform its obligations under the
Transaction Documents to which it is a party, save as disclosed by the Guarantor in
its most recent US Securities Exchange Commission filing.




	 	9.3.4	 	Tax liabilities






To the best of its knowledge, each of the Obligors has complied with all taxation
laws in all jurisdictions in which it is subject to Taxation and has paid all Taxes
due and payable by it including but without limitation any disputed Taxes unless a
sufficient reserve has been made pending resolution of the dispute and no material
claims are being asserted against any of the Obligors with respect to Taxes, which
might, if such claims were successful, have a material adverse effect on the
ability of that Obligor to perform its obligations under the Transaction Documents
to which it is a party.




	 	9.3.5	 	Ownership of assets






Each member of the Group has good and marketable title to all its assets which are
reflected in the audited accounts referred to in Clause 9.2.11.



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	 	9.3.6	 	Place of business






None of the Obligors has a place of business in any jurisdiction (except as already
disclosed) which requires any of the Security Documents to be filed or registered
in that jurisdiction to ensure the validity of the Security Documents to which it
is a party.




	 	9.3.7	 	Environment






Each of the Obligors:




	 	(a)	 	is in compliance with all applicable federal, state, local, foreign
and international laws, regulations, conventions and agreements relating to
pollution prevention or protection of human health or the environment
(including, without limitation, ambient air, surface water, ground water,
navigable waters, water of the contiguous zone, ocean waters and international
waters), including without limitation, laws, regulations, conventions and
agreements relating to:






	 	(i)	 	emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous materials, oil, hazard substances, petroleum and
petroleum products and by-products (“Materials of Environmental
Concern”); or
	 
	 	(ii)	 	the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Materials of
Environmental Concern (such laws, regulations, conventions and
agreements the “Environmental Laws”);






	 	(b)	 	has all permits, licences, approvals, rulings, variances, exemptions,
clearances, consents or other authorisations required under applicable
Environmental Laws (“Environmental Approvals”) and is in compliance with all
Environmental Approvals required to operate its business as presently
conducted or as reasonably anticipated to be conducted;
	 
	 	(c)	 	has not received any notice, claim, action, cause of action,
investigation or demand by any other person, alleging potential liability for,
or a requirement to incur, investigatory costs, clean-up costs, response
and/or remedial costs (whether incurred by a governmental entity or
otherwise), natural resources damages, property damages, personal injuries,
attorney’s fees and expenses or fines or penalties, in each case arising out
of, based on or resulting from:






	 	(i)	 	the presence or release or threat of release
into the environment of any Material of Environmental Concern at any
location, whether or not owned by such person; or
	 
	 	(ii)	 	circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law or
Environmental Approval (“Environmental Claim”); and






there are no circumstances that may prevent or interfere with such full compliance
in the future.



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There is no material Environmental Claim pending or threatened against any of the
Obligors.




There are no past or present actions, activities, circumstances, conditions, events
or incidents, including, without limitation, the release, emission, discharge or
disposal of any Material of Environmental Concern, that could form the basis of any
Environmental Claim against any of the Obligors.




	9.4	 	Representations on the Delivery Date






The Borrower further represents and warrants to each of the Lenders that on the Delivery
Date the Vessel will be:




	 	9.4.1	 	in its absolute and unencumbered ownership save as contemplated by the
Security Documents;
	 
	 	9.4.2	 	at least provisionally registered in its name under the laws and flag of the
Maritime Registry;
	 
	 	9.4.3	 	classed with the highest classification available for a vessel of its type
free of all recommendations and qualifications with Det Norske Veritas;
	 
	 	9.4.4	 	operationally seaworthy and in compliance with all relevant provisions,
regulations and requirements (statutory or otherwise) applicable to ships registered
under the laws and flag of the Maritime Registry;
	 
	 	9.4.5	 	in compliance with the ISM Code, the ISPS Code and Annex VI;
	 
	 	9.4.6	 	insured in accordance with the provisions of Clause 10.20 and in compliance
with the requirements therein in respect of such insurances; and
	 
	 	9.4.7	 	managed by the Manager on and subject to the terms set out in the Management
Agreement.






	10.	 	UNDERTAKINGS
	 
	10.1	 	Duration






	 	10.1.1	 	The undertakings in Clauses 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9,
10.10, 10.11, 10.13, 10.15, 10.17, 10.23, 10.24 and 10.25 shall remain in full force
and effect until the Borrower has no remaining obligations, actual or contingent, under
or pursuant to this Agreement or any of the other Security Documents.
	 
	 	10.1.2	 	The undertakings in Clauses 10.12, 10.14, 10.16, 10.18, 10.19, 10.20, 10.21
and 10.22 shall apply with effect from, and shall remain in full force and effect
after, the date falling sixty (60) days before the Intended Delivery Date until the
Borrower has no remaining obligations, actual or contingent, under or pursuant to this
Agreement or any of the other Security Documents.






	10.2	 	Information
	 
	 	 	The Borrower will provide to the Agent for the benefit of the Lenders (or will procure the
provision of):






	 	10.2.1	 	as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its unaudited
accounts for that year and a Certified Copy of the audited accounts of




- 24 -









 






	 	 	 	the Guarantor and its consolidated Subsidiaries for that year (commencing with
accounts made up to 31 December in the year in which the Drawdown Date occurs in
the case of the Borrower and with accounts made up to 31 December 2005 in the case
of the consolidated accounts of the Guarantor);    
 
	 	10.2.2	 	as soon as practicable (and in any event within sixty (60) days of the end
of each quarter of each financial year) a copy of the unaudited consolidated accounts
of the Guarantor for that quarter (commencing with unaudited accounts made up to 30
June 2006);
	 
	 	10.2.3	 	promptly, such further information in its possession or control regarding
its financial condition and operations and those of any company in the Group as the
Agent may request for the benefit of the Finance Parties; and
	 
	 	10.2.4	 	details of any material litigation, arbitration or administrative
proceedings which affect any Obligor as soon as the same are instituted and served, or,
to the knowledge of the Borrower, threatened (and for this purpose proceedings shall be
deemed to be material if they involve a claim in an amount exceeding
[**] [Confidential Treatment] Dollars or the equivalent in another currency).
	 
	 	 	 	All accounts required under this Clause 10.2 shall be prepared in accordance with GAAP and
shall fairly represent the financial condition of the relevant company. In this Clause 10.2
and in Clause 9.3.5 “Group” shall have the meaning ascribed to it in clause 11.4 of the
Guarantee.






	10.3	 	Notification of default
	 
	 	 	The Borrower will notify the Agent of any Event of Default forthwith upon becoming aware of
the occurrence thereof. Upon the Agent’s request from time to time the Borrower will issue
a certificate stating whether any Obligor is aware of the occurrence of any Event of
Default.






	10.4	 	Consents and registrations
	 
	 	 	The Borrower will procure that (and will promptly furnish Certified Copies to the Agent on
the request of the Agent of) all such authorisations, approvals, consents, licences and
exemptions as may be required under any applicable law or regulation to enable it or any
Obligor to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and will
procure that the terms of the same are complied with at all times. Insofar as such filings
or registrations have not been completed on or before the Drawdown Date the Borrower will
procure the filing or registration within applicable time limits of each Security Document
which requires filing or registration together with all ancillary documents required to
preserve the priority and enforceability of the Security Documents.






	10.5	 	Negative pledge
	 
	 	 	The Borrower will not create or permit to subsist any Encumbrance on the whole or any part
of its present or future assets, except for the following:






	 	10.5.1	 	Encumbrances created with the prior consent of the Lenders; or
	 
	 	10.5.2	 	Permitted Liens.





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	10.6	 	Disposals
	 
	 	 	Except with the prior consent of all the Lenders, the Borrower shall not, either in a single
transaction or in a series of transactions whether related or not and whether voluntarily or
involuntarily, sell, transfer, lease or otherwise dispose of any of its assets except in the
case of items being replaced or renewed provided that the net impact is not a reduction in
the value of the Vessel.






	10.7	 	Change of business
	 
	 	 	Except with the prior consent of the Agent, the Borrower shall not make or threaten to make
any substantial change in its business as presently conducted, namely that of a single ship
owning company for the Vessel, or carry on any other business which is substantial in
relation to its business as presently conducted so as to affect, in the opinion of the
Agent, the Borrower’s ability to perform its obligations hereunder and the Borrower will
procure that the other Obligors continue, throughout the Security Period, to perform their
current business activities.






	10.8	 	Mergers
	 
	 	 	Except with the prior consent of the Lenders, the Borrower will not enter into any
amalgamation, restructure, substantial reorganisation, merger, de-merger or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital or
obligations of any corporation or other entity.






	10.9	 	Maintenance of status and franchises
	 
	 	 	The Borrower will do all such things as are necessary to maintain its corporate existence in
good standing and will ensure that it has the right and is duly qualified to conduct its
business as it is conducted in all applicable jurisdictions and will obtain and maintain all
franchises and rights necessary for the conduct of its business.






	10.10	 	Financial records
	 
	 	 	The Borrower will keep proper books of record and account, in which proper and correct
entries shall be made of all financial transactions and the assets, liabilities and business
of the Borrower in accordance with GAAP.






	10.11	 	Financial indebtedness and subordination of indebtedness






	 	10.11.1	 	Otherwise than in the ordinary course of business as owner of the Vessel,
except as contemplated by this Agreement and except any loan, advance or credit
extended by the Guarantor or any member of the Group which is a wholly owned Subsidiary
of the Guarantor, the Borrower will not create, incur, assume or allow to exist any
financial indebtedness, enter into any finance lease or undertake any material capital
commitment (including but not limited to the purchase of any capital asset).
	 
	 	10.11.2	 	The Borrower shall procure that any and all indebtedness (and in particular
with any other Obligor) is at all times fully subordinated to the Security Documents
and the obligations of the Borrower hereunder. Upon the occurrence of an Event of
Default, the Borrower shall not make any repayments of principal, payments of interest
or of any other costs, fees, expenses or liabilities arising from or representing such
indebtedness. In this Clause “fully subordinated” shall mean that any claim of the
lender against the Borrower in relation to such indebtedness shall rank after and be in
all respects subordinate to all of the




- 26 -









 






	 	 	 	rights and claims of the Finance Parties under this Agreement and the other
Security Documents and that the lender shall not take any steps to enforce its
rights to recover any monies owing to it by the Borrower and in particular but
without limitation the lender will not institute any legal or quasi-legal
proceedings under any jurisdiction at any time against the Vessel, her Earnings or
Insurances or the Borrower and it will not compete with the Finance Parties or any
of them in a liquidation or other winding-up or bankruptcy of the Borrower or in
any proceedings in connection with the Vessel, her Earnings or Insurances.






	10.12	 	Pooling of earnings and charters
	 
	 	 	The Borrower will not enter into in respect of the Vessel, nor permit to exist:






	 	10.12.1	 	any pooling agreement or other arrangement for the sharing of any of the
Earnings or the expenses of the Vessel except with a member of the Group and provided
that it does not adversely affect the rights of the Finance Parties under the
Assignment of Earnings in the reasonable opinion of the Agent; or
	 
	 	10.12.2	 	any demise or bareboat charter; or
	 
	 	10.12.3	 	any charter whereunder two (2) months’ charterhire (or the equivalent
thereof) is payable in advance in respect of the Vessel; or
	 
	 	10.12.4	 	any charter of the Vessel or contract of affreightment or employment which,
with the exercise of options for extension, could be for a period longer than thirteen
(13) months; or
	 
	 	10.12.5	 	any charter of the Vessel or contract of affreightment or employment
whereunder the hire payable is below approximately the market rate prevailing when the
Vessel’s letting or employment is fixed,
	 
	 	but if, with the prior written consent of the Agent, the Borrower enters into in respect of
the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to
execute in favour of the Finance Parties an assignment of such charter and the Earnings
therefrom such assignment to be in substantially the form of the Assignment of Earnings and
as required by the Agent provided however that the Borrower may in respect of the Vessel
enter into a bareboat charter in form approved by the Agent with any company which is a
member of the Group provided that if so requested by the Agent and without limitation:






	 	10.12.6	 	any such bareboat charterer shall enter into such deeds (including but not
limited to a subordination and assignment deed), agreements and indemnities as the
Agent shall in its sole discretion require prior to entering into the bareboat charter
with the Borrower; and
	 
	 	10.12.7	 	the Borrower shall assign the benefit of any such bareboat charter and its
interest in the Insurances to the Finance Parties by way of further security for the
Borrower’s obligations under the Security Documents.






	10.13	 	Loans and guarantees by the Borrower
	 
	 	 	Otherwise than in the ordinary course of business as owner of the Vessel, the Borrower will
not make any loan or advance or extend credit to any person, firm or corporation or issue or
enter into any guarantee or indemnity or otherwise become directly or contingently liable
for the obligations of any other person, firm or corporation.




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	10.14	 	Management and employment
	 
	 	 	Except with the prior consent of the Agent, the Borrower will not:






	 	10.14.1	 	permit any person other than the Manager to be the manager of, including
providing crewing services to, the Vessel;
	 
	 	10.14.2	 	permit any amendment to be made to the terms of the Management Agreement
unless the amendment is advised by the Borrower’s tax counsel or is deemed necessary by
the parties thereto to reflect the prevailing circumstances but provided that the
amendment does not imperil the security to be provided pursuant to the Security
Documents or adversely affect the ability of any Obligor to perform its obligations
under the Transaction Documents; or
	 
	 	10.14.3	 	permit the Vessel to be employed other than within the NCL or NCL America
brand (as applicable).






	10.15	 	Acquisition of shares
	 
	 	 	The Borrower will not acquire any equity, share capital, assets or obligations of any
corporation or other entity or permit its shares to be held other than directly or
indirectly by the Guarantor.






	10.16	 	Trading with the United States of America
	 
	 	 	The Borrower shall in respect of the Vessel take all reasonable precautions to prevent any
infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the
same may be amended and/or re-enacted from time to time hereafter) or any similar
legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall
trade (a “Relevant Jurisdiction”) where the Vessel trades in the territorial waters of the
United States of America or a Relevant Jurisdiction and, for this purpose, the Borrower
shall, inter alia, enter into a “Carrier Initiative Agreement” with the United States’
Customs Service (if such is possible) and procure that the same (or a similar agreement in a
Relevant Jurisdiction) is maintained in full force and effect and its obligations thereunder
performed by it in respect of the Vessel throughout any period of United States of America
(including coastal waters over which it claims jurisdiction) or Relevant Jurisdiction
related trading.






	10.17	 	Further assurance
	 
	 	 	The Borrower will, from time to time on being required to do so by the Agent, do or procure
the doing of all such acts and/or execute or procure the execution of all such documents in
a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving
full effect to any of the Transaction Documents or the Coface Insurance Policy or securing
to the Finance Parties the full benefit of the rights, powers and remedies conferred upon
the Finance Parties or any of them in any such Transaction Document.






	10.18	 	Valuation of the Vessel






	 	10.18.1	 	The Borrower will from time to time (but at intervals no more frequently
than annually at the Borrower’s expense unless an Event of Default has occurred and
remains unremedied) within thirty (30) days of receiving any request to that effect
from the Agent, procure that the Vessel is valued by an independent reputable
shipbroker or shipvaluer experienced in valuing cruise ships appointed by the Borrower
and approved by the Agent (which approval shall




- 28 -









 






	 	 	 	not be unreasonably withheld or delayed and such valuation to be made with or
without taking into account the benefit or otherwise of any fixed employment
relating to the Vessel as the Agent may require).    
 
	 	10.18.2	 	If the Borrower does not accept the valuation obtained pursuant to Clause
10.18.1 (the “First Valuation”) it may (at its own expense) within five (5) Business
Days of receipt of the First Valuation obtain a second valuation (the “Second
Valuation”) from another independent reputable shipbroker or shipvaluer experienced in
valuing cruise ships appointed by the Borrower and approved by the Agent which approval
shall not be unreasonably withheld or delayed.
	 
	 	10.18.3	 	If the Second Valuation exceeds the First Valuation by a margin of no less
than ten per cent. (10%) of the First Valuation the Borrower may at its expense
forthwith upon receipt of the Second Valuation request the shipbrokers and/or
shipvaluers appointed pursuant to Clauses 10.18.1 and 10.18.2 to obtain a third
valuation (the “Third Valuation”) from a further independent reputable shipbroker or
shipvaluer experienced in valuing cruise ships approved by the Agent such approval not
to be unreasonably withheld or delayed. Subject to the Third Valuation being made
available within five (5) Business Days of the date of the Second Valuation, the
valuation of the Vessel will be determined on the basis of the average of the three
valuations so obtained. If the Third Valuation is not made available within the
aforementioned time limit, the Vessel shall be valued on the basis of the average of
the First Valuation and the Second Valuation.
	 
	 	10.18.4	 	The Borrower shall procure that forthwith upon the issuance of any
valuation obtained pursuant to this Clause 10.18 a copy thereof is sent directly to the
Agent for review.






	10.19	 	Earnings
	 
	 	 	The Borrower will procure that the Earnings (if any) are paid in full without set off and
free and clear of and without deduction for any taxes levies duties imposts charges fees
restrictions or conditions of any nature whatsoever.






	10.20	 	Insurances
	 
	 	 	The Borrower covenants with the Finance Parties and undertakes:






	 	10.20.1	 	from the Delivery Date until the end of the Security Period to insure the
Vessel in its name and keep the Vessel insured on an agreed value basis for an amount
in the currency in which the Loan is denominated approved by the Agent but not being
less than the greater of:






	 	(a)	 	one hundred and twenty five per cent. (125%) of the amount of the
Loan; and
	 
	 	(b)	 	the full market and commercial value of the Vessel determined in
accordance with Clause 10.18 from time to time






through internationally recognised independent first class insurance companies,
underwriters, war risks and protection and indemnity associations acceptable to the
Agent in each instance on terms and conditions approved by the Agent including as to
deductibles but at least in respect of:



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	 	(i)	 	fire and marine risks including but without limitation hull and
machinery and all other risks customarily and usually covered by first-class
and prudent shipowners in the London insurance markets under English marine
policies or Agent-approved policies containing the ordinary conditions
applicable to similar vessels;
	 
	 	(ii)	 	war risks and war risks (protection and indemnity) up to the
insured amount;
	 
	 	(iii)	 	excess risks that is to say the proportion of claims for
general average and salvage charges and under the running down clause not
recoverable in consequence of the value at which the Vessel is assessed for the
purpose of such claims exceeding the insured value;
	 
	 	(iv)	 	protection and indemnity risks with full standard coverage as
offered by first-class protection and indemnity associations and up to the
highest limit of liability available (for oil pollution risk the highest limit
currently available is one billion Dollars (USD1,000,000,000) and this to be
increased if reasonably requested by the Agent and the increase is possible in
accordance with the standard protection and indemnity cover for vessels of its
type and is compatible with prudent insurance practice for first class cruise
shipowners or operators in waters where the Vessel trades from time to time
from the Delivery Date until the end of the Security Period);
	 
	 	(v)	 	when and while the Vessel is laid-up, in lieu of hull
insurance, normal port risks; and
	 
	 	(vi)	 	such other risks as the Agent may from time to time reasonably
require;






and in any event in respect of those risks and at those levels covered by first
class and prudent owners and/or financiers in the international market in respect of
similar tonnage provided that if any of such insurances are also effected in the
name of any other person (other than the Borrower and/or a Finance Party) such
person shall if so required by the Agent execute a first priority assignment of its
interest in such insurances in favour of the Finance Parties in similar terms
mutatis mutandis to the Assignment of Insurances;




	10.20.2	 	to agree that the Agent shall take out mortgagee interest insurance on such
conditions as the Agent may reasonably require and mortgagee interest insurance for
pollution risks as from time to time agreed each for an amount in the currency in which
the Loan is denominated of one hundred and ten per cent. (110%) of the amount of the
Loan, the Borrower having no interest or entitlement in respect of such policies; the
Borrower shall upon demand of the Agent reimburse the Agent for the costs of effecting
and/or maintaining any such insurance(s) and the Agent hereby undertakes to use its
reasonable endeavours to match the premium level that the Borrower would have paid if
the Borrower itself had arranged such cover on such conditions (as demonstrated to the
reasonable satisfaction of the Agent);
	 
	10.20.3	 	if the Vessel shall trade in the United States of America and/or the
Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is
defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the
requirements of OPA and any similar legislation which may from time to time be enacted
in any jurisdiction in which the Vessel presently trades or may or will trade at any
time during the existence of this Agreement and in particular




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	 	 	before such trade is commenced and during the entire period during which such trade
is carried on:






	 	(a)	 	to pay any additional premiums required to maintain protection and
indemnity cover for oil pollution up to the limit available to it for the
Vessel in the market;
	 
	 	(b)	 	to make all such quarterly or other voyage declarations as may from
time to time be required by the Vessel’s protection and indemnity association
and to comply with all obligations in order to maintain such cover, and
promptly to deliver to the Agent copies of such declarations;
	 
	 	(c)	 	to submit the Vessel to such additional periodic, classification,
structural or other surveys which may be required by the Vessel’s protection
and indemnity insurers to maintain cover for such trade and promptly to
deliver to the Agent copies of reports made in respect of such surveys;
	 
	 	(d)	 	to implement any recommendations contained in the reports issued
following the surveys referred to in Clause 10.20.4(c) within the time limit
specified therein and to provide evidence satisfactory to the Agent that the
protection and indemnity insurers are satisfied that this has been done;
	 
	 	(e)	 	in particular strictly to comply with the requirements of any
applicable law, convention, regulation, proclamation or order with regard to
financial responsibility for liabilities imposed on the Borrower or the Vessel
with respect to pollution by any state or nation or political subdivision
thereof, including but not limited to OPA, and to provide the Agent on demand
with such information or evidence as it may reasonably require of such
compliance;
	 
	 	(f)	 	to procure that the protection and indemnity insurances do not
contain a clause excluding the Vessel from trading in waters of the United
States of America and the EEZ or any other provision analogous thereto and to
provide the Agent with evidence that this is so; and
	 
	 	(g)	 	strictly to comply with any operational or structural regulations
issued from time to time by any relevant authorities under OPA so that at all
times the Vessel falls within the provisions which limit strict liability
under OPA for oil pollution;






	 	10.20.4	 	to give notice forthwith of any assignment of its interest in the
Insurances to the relevant brokers, insurance companies, underwriters and/or
associations in the form approved by the Agent;
	 
	 	10.20.5	 	to execute and deliver all such documents and do all such things as may be
necessary to confer upon the Finance Parties legal title to the Insurances in respect
of the Vessel and to procure that the interest of the Finance Parties is at all times
filed with all slips, cover notes, policies and certificates of entry and to procure
(a) that a loss payable clause in the form approved by the Agent shall be filed with
all the hull, machinery and equipment and war risks policies in respect of the Vessel
and (b) that a loss payable clause in the form approved by the Agent shall be endorsed
upon the protection and indemnity certificates of entry in respect of the Vessel;




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	 	10.20.6	 	 to procure that each of the relevant brokers and associations furnishes the
Agent with a letter of undertaking in such form as may be required by the Agent and
waives any lien for premiums or calls except in relation to premiums or calls solely
attributable to the Vessel;    
 
	 	10.20.7	 	punctually to pay all premiums, calls, contributions or other sums payable
in respect of the Insurances on the Vessel and to produce all relevant receipts when so
required by the Agent;
	 
	 	10.20.8	 	to renew each of the Insurances on the Vessel at least five (5) days before
the expiry thereof and to give immediate notice to the Agent of such renewal and to
procure that the relevant brokers or associations shall promptly confirm in writing to
the Agent that such renewal is effected it being understood by the Borrower that any
failure to renew the Insurances on the Vessel at least five (5) days before the expiry
thereof or to give or procure the relevant notices of such renewal shall constitute an
Event of Default;
	 
	 	10.20.9	 	to arrange for the execution of such guarantees as may from time to time be
required by any protection and indemnity and/or war risks association;
	 
	 	10.20.10	 	to furnish the Agent from time to time on request with full information
about all Insurances maintained on the Vessel and the names of the offices, companies,
underwriters, associations or clubs with which such Insurances are placed;
	 
	 	10.20.11	 	not to agree to any variation in the terms of any of the Insurances on the
Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer
or permit any act to be done whereby any Insurances shall or may be rendered invalid,
void, voidable, suspended, defeated or unenforceable and not to suffer or permit the
Vessel to engage in any voyage nor to carry any cargo not permitted under any of the
Insurances without first obtaining the consent of the insurers or reinsurers concerned
and complying with such requirements as to payment of extra premiums or otherwise as
the insurers or reinsurers may impose;
	 
	 	10.20.12	 	not without the prior written consent of the Agent to settle, compromise
or abandon any claim in respect of any of the Insurances on the Vessel other than a
claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other
currency and not being a claim arising out of a Total Loss;
	 
	 	10.20.13	 	promptly to furnish the Agent with full information regarding any
casualties or other accidents or damage to the Vessel involving an amount in excess of
[**] [Confidential Treatment] Dollars [**] [Confidential Treatment];
	 
	 	10.20.14	 	to apply or ensure the appliance of all such sums receivable in respect of
the Insurances on the Vessel for the purpose of making good the loss and fully
repairing all damage in respect whereof the insurance monies shall have been received;
	 
	 	10.20.15	 	that in the event of it making default in insuring and keeping insured the
Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure
the Vessel or enter the Vessel in such manner and to such extent as the Agent in its
discretion thinks fit and in such case all the cost of effecting and maintaining such
insurance together with interest thereon at the Interest Rate shall be paid on demand
by the Borrower to the Agent; and







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	 	10.20.16	 	 to agree that the Agent shall be entitled from time to time (but at
intervals no more frequently than annually at the Borrower’s expense up to an amount of
ten thousand euro (EUR10,000) annually, except in the case that the Delivery Date and
any renewal or amendment of the Insurances to be assigned to the Finance Parties
pursuant to the Assignment of Insurances fall within one (1) year of each other or such
Insurances are amended within one (1) year of the Delivery Date or their renewal (as
the case may be)) to instruct independent reputable insurance advisers for the purpose
of obtaining any advice or information regarding any matter concerning the Insurances
which the Agent shall at its sole discretion deem necessary, it being hereby
specifically agreed that it shall reimburse the Agent on demand for all reasonable
costs and expenses incurred by the Agent in connection with the instruction of such
advisers as aforesaid.






	10.21	 	Operation and maintenance of the Vessel
	 
	 	 	From the Delivery Date until the end of the Security Period at its own expense the Borrower
will:






	 	10.21.1	 	keep the Vessel in a good and efficient state of repair so as to maintain
it to the highest classification notation available for the Vessel of its age and type
free of all recommendations and qualifications with Det Norske Veritas. On the
Delivery Date and annually thereafter, it will furnish to the Agent a statement by such
classification society that such classification notation is maintained. It will comply
with all recommendations, regulations and requirements (statutory or otherwise) from
time to time applicable to the Vessel and shall have on board as and when required
thereby valid certificates showing compliance therewith and shall procure that all
repairs to or replacements of any damaged, worn or lost parts or equipment are carried
out (both as regards workmanship and quality of materials) so as not to diminish the
value or class of the Vessel. It will not make any substantial modifications or
alterations to the Vessel or any part thereof which would reduce the market and
commercial value of the Vessel determined in accordance with Clause 10.18 without the
prior consent of the Agent;
	 
	 	10.21.2	 	submit the Vessel to continuous survey in respect of its machinery and hull
and such other surveys as may be required for classification purposes and, if so
required by the Agent, supply to the Agent copies in English of the survey reports;
	 
	 	10.21.3	 	permit surveyors or agents appointed by the Agent to board the Vessel at
all reasonable times to inspect its condition or satisfy themselves as to repairs
proposed or already carried out and afford all proper facilities for such inspections;
	 
	 	10.21.4	 	comply, or procure that the Manager will comply, with the ISM Code (as the
same may be amended from time to time) or any replacement of the ISM Code (as the same
may be amended from time to time) and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISM Code and at all
times thereafter:






	 	(a)  	 	hold, or procure that the Manager holds, a valid Document of
Compliance duly issued to the Borrower or the Manager (as the case may be)
pursuant to the ISM Code and a valid Safety Management Certificate duly issued
to the Vessel pursuant to the ISM Code;




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	 	(b)	 	provide the Agent with copies of any such Document of Compliance and
Safety Management Certificate as soon as the same are issued; and
	 
	 	(c)	 	keep, or procure that there is kept, on board the Vessel a copy of
any such Document of Compliance and the original of any such Safety Management
Certificate;






	 	10.21.5	 	comply, or procure that the Manager will comply, with the ISPS Code (as the
same may be amended from time to time) or any replacement of the ISPS Code (as the same
may be amended from time to time) and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISPS Code and at all
times thereafter:






	 	(a)  	 	keep, or procure that there is kept, on board the Vessel the original
of the International Ship Security Certificate; and
	 
	 	(b)  	 	keep, or procure that there is kept, on board the Vessel a copy of
the ship security plan prepared pursuant to the ISPS Code;






	 	10.21.6	 	comply with Annex VI (as the same may be amended from time to time) or any
replacement of Annex VI (as the same may be amended from time to time) and in
particular, without limitation, to:






	 	(a)  	 	procure that the Vessel’s master and crew are familiar with, and that
the Vessel complies with, Annex VI; and
	 
	 	(b)  	 	maintain for the Vessel throughout the Security Period a valid and
current IAPPC and provide a copy to the Agent; and
	 
	 	(c)  	 	notify the Agent immediately in writing of any actual or threatened
withdrawal, suspension, cancellation or modification of the IAPPC;






	 	10.21.7	 	not employ the Vessel or permit its employment in any trade or business
which is forbidden by any applicable law or is otherwise illicit or in carrying illicit
or prohibited goods or in any manner whatsoever which may render it liable to
condemnation in a prize court or to destruction, seizure or confiscation or that may
expose the Vessel to penalties. In the event of hostilities in any part of the world
(whether war be declared or not) it will not employ the Vessel or permit its employment
in carrying any contraband goods;
	 
	 	10.21.8	 	promptly provide the Agent with (a) all information which the Agent may
reasonably require regarding the Vessel, its employment, earnings, position and
engagements (b) particulars of all towages and salvages and (c) copies of all charters
and other contracts for its employment and otherwise concerning it;
	 
	 	10.21.9	 	give notice to the Agent promptly and in reasonable detail upon the
Borrower or any other Obligor becoming aware of:






	 	(a)  	 	accidents to the Vessel involving repairs the cost of which will or
is likely to exceed [**] [Confidential Treatment] Dollars [**] [Confidential Treatment];
	 
	 	(b)  	 	the Vessel becoming or being likely to become a Total Loss;
	 
	 	(c)  	 	any recommendation or requirement made by any insurer or
classification society or by any competent authority which is not complied
with, or cannot be complied with, within any time limit relating thereto and
that







- 34 -









 






might reasonably affect the maintenance of either the Insurances or the
classification of the Vessel;




	 	(d)	 	any writ or claim served against or any arrest of the Vessel or the
exercise of any lien or purported lien on the Vessel, her Earnings or
Insurances;
	 
	 	(e)	 	the Vessel ceasing to be registered under the flag of the Maritime
Registry or anything which is done or not done whereby such registration may
be imperilled;
	 
	 	(f)	 	it becoming impossible or unlawful for it to fulfil any of its
obligations under the Security Documents; and
	 
	 	(g)	 	anything done or permitted or not done in respect of the Vessel by
any person which is likely to imperil the security created by the Security
Documents;






	 	10.21.10	 	promptly pay and discharge all debts, damages and liabilities, taxes,
assessments, charges, fines, penalties, tolls, dues and other outgoings in respect of
the Vessel and keep proper books of account in respect thereof provided always that the
Borrower shall not be obliged to compromise any debts, damages and liabilities as
aforesaid which are being contested in good faith subject always that full details of
any such contested debt, damage or liability which, either individually or in aggregate
exceeds [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] shall forthwith be provided to the
Agent. As and when the Agent may so require the Borrower will make such books
available for inspection on behalf of the Agent and provide evidence satisfactory to
the Agent that the wages and allotments and the insurance and pension contributions of
the master and crew are being regularly paid, that all deductions of crew’s wages in
respect of any tax liability are being properly accounted for and that the master has
no claim for disbursements other than those incurred in the ordinary course of trading
on the voyage then in progress or completed prior to such inspection;
	 
	 	10.21.11	 	maintain the type of the Vessel as at the Delivery Date and not put the
Vessel into the possession of any person without the prior consent of the Agent for the
purpose of work being done on it in an amount exceeding or likely to exceed [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] unless such person shall first have given to the Agent
a written undertaking addressed to the Agent in terms satisfactory to the Agent
agreeing not to exercise a lien on the Vessel or her Earnings for the cost of such work
or for any other reason;
	 
	 	10.21.12	 	promptly pay and discharge all liabilities which have given rise, or may
give rise, to liens or claims enforceable against the Vessel under the laws of all
countries to whose jurisdiction the Vessel may from time to time be subject and in
particular the Borrower hereby agrees to indemnify and hold the Finance Parties, their
successors, assigns, directors, officers, shareholders, employees and agents harmless
from and against any and all claims, losses, liabilities, damages, expenses (including
attorneys, fees and expenses and consultant fees) and injuries of any kind whatsoever
asserted against the Finance Parties, with respect to or as a result of the presence,
escape, seepage, spillage, release, leaking, discharge or migration from the Vessel or
other properties owned or operated by the Borrower of any hazardous substance,
including without limitation, any claims asserted or arising under any applicable
environmental, health and safety laws, codes and ordinances, and all rules and
regulations






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	 	 	 	promulgated thereunder of all governmental agencies, regardless of whether or not
caused by or within the control of the Borrower subject to the following:






	 	(a)	 	it is the parties’ understanding that the Finance Parties do not now,
have never and do not intend in the future to exercise any operational control
or maintenance over the Vessel or any other properties and operations owned or
operated by the Borrower, nor in the past, presently, or intend in the future
to, maintain an ownership interest in the Vessel or any other properties owned
or operated by the Borrower except as may arise upon enforcement of the
Lenders’ rights under the Mortgage;
	 
	 	(b)	 	the indemnity and hold harmless contained in this Clause 10.21.12
shall not extend to the Finance Parties in their capacity as equity investors
in the Borrower or as an owner of any property or interest as to which the
Borrower is also owner but only to their capacity as lenders, holders of
security interests or beneficiaries of security interests; and
	 
	 	(c)	 	unless and until an Event of Default shall have occurred and without
prejudice to the right of each Lender to be indemnified pursuant to this
Clause 10.21.12:






	 	(i)	 	each Lender will, if it is reasonably
practicable to do so, notify the Borrower upon receiving a claim in
respect of which the relevant Lender is or may become entitled to an
indemnity under this Clause 10.21.12;
	 
	 	(ii)	 	subject to the prior written approval of the
relevant Lender which the Lender shall have the right to withhold, the
Borrower will be entitled to take, in the name of the relevant Lender,
such action as the Borrower may see fit to avoid, dispute, resist,
appeal, compromise or defend any such claims, losses, liabilities,
damages, expenses and injuries as are referred to above in this Clause
10.21.12 or to recover the same from any third party, subject to the
Borrower first ensuring that the relevant Lender is secured to its
reasonable satisfaction against all expenses thereby incurred or to be
incurred; and
	 
	 	(iii)	 	the relevant Lender will, to the extent that
it is reasonably practicable to do so, seek the approval of the
Borrower (such approval not to be unreasonably withheld or delayed)
before making any admission of liability, agreement or compromise with
a third party, or any payment to a third party, in respect of such
claims, losses, liabilities, damages, expenses and injuries as are
referred to above in this Clause 10.21.12 and, to the extent that the
Borrower is entitled to take action in accordance with sub-clause (ii)
above and subject to the Borrower first ensuring that the relevant
Lender is secured to its reasonable satisfaction against all expenses
thereby incurred or to be incurred, the relevant Lender will provide
such information, assistance and other co-operation as the Borrower
may reasonably request in connection with such action,






provided always that the Borrower shall not be obliged to compromise any
liabilities as aforesaid which are being contested in good faith subject always
that full details of any such contested liabilities which, either individually or
in aggregate, exceed [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] shall be





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forthwith provided to the Agent. If the Vessel is arrested or detained for any
reason it will procure its immediate release by providing bail or taking such
other steps as the circumstances may require;




	 	10.21.13	 	give to the Agent at such times as it may from time to time reasonably
require a certificate, duly signed on its behalf, as to the total amount of any debts,
damages and liabilities relating to the Vessel and details of such of those debts,
damages and liabilities as are over a certain amount to be specified by the Agent at
the relevant time and, if so required by the Agent, forthwith discharge such of those
debts, damages and liabilities as the Agent shall require other than those being
contested in good faith; and
	 
	 	10.21.14	 	maintain the registration of the Vessel under and fly the flag of the
Maritime Registry and not do or permit anything to be done whereby such registration
may be forfeited or imperilled.






	10.22	 	Dividends
	 
	 	 	Subject to the provisions of clause 11.3 of the Guarantee, the Borrower will procure that
any dividends or other distributions and interest paid or payable in connection with such
dividends or other distributions will be received promptly by the Guarantor directly or
indirectly from the Borrower’s shareholder (if such shareholder is not the Guarantor) by way
of dividend.
	 
	10.23	 	Irrevocable payment instructions
	 
	 	 	The Borrower shall not modify, revoke or withhold the payment instructions set out in
Clause 3.2 without the agreement of the Builder (in the case of Clause 3.2.1 only), the
Agent and the Lenders .
	 
	10.24	 	“Know your customer” checks
	 
	 	 	If:







	 	10.24.1	 	the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of this
Agreement;
	 
	 	10.24.2	 	any change in the status of a Borrower after the date of this Agreement; or
	 
	 	10.24.3	 	a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer,
	 
		obliges the Agent or any Lender (or, in the case of Clause 10.24.3, any prospective New
Lender) to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it, the Borrowers
shall promptly upon the request of the Agent or any Lender supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Agent (for itself or
on behalf of any Lender) or any Lender (for itself or, in the case of the event described in
Clause 10.24.3, on behalf of any prospective New Lender) in order for the Agent, such Lender
or, in the case of the event described in Clause 20.6.1(c), any prospective New Lender to
carry out and be satisfied it has complied with all necessary “know your customer” or other
similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.






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	10.25	 	Building Contract






The Borrower shall not substantially modify the Building Contract, directly or indirectly,
if, by reason of regulations which apply to a Lender, such modification would make such
Lender’s Commitment impossible to fulfil or would change the substance or form of its
Commitment. The Borrower may, therefore, submit to the Lenders any proposals for
modification which, in its opinion, might have such a consequence, and the Lenders will
indicate in a timely manner whether the modification proposed will allow the Loan to be
maintained.




On or about the last day of each successive period of three (3) months commencing on the
date of this Agreement and on the date of the Drawdown Notice, the Borrower undertakes to
provide the Agent with a copy of any Change Order entered into during that three (3) month
or other period. The Borrower also undertakes to notify the Agent of any change in the
Intended Delivery Date as soon as practicable after the change has occurred.




	11.	 	PREPAYMENT






	11.1	 	The Borrower may prepay all or part of the Loan (but if in part being an amount that
reduces the Loan by a minimum amount of one (1) repayment instalment of principal of the Loan
together with interest thereon) without penalty provided the prepayment is made on the
relevant interest payment date and one (1) month’s prior written notice indicating the
intended date of prepayment is given to the Agent, but compensation shall be payable to the
Lenders in the sum of:






	 	11.1.1	 	the difference (if positive), calculated by the Lenders, between the actual
cost for the Lenders of the funding for the Loan and the rate of interest for the
monies to be invested by the Lenders, applied to the amounts so prepaid for the period
from said prepayment until the next interest prepayment date (if prepayment does not occur on an interest payment date). Details of any such
calculation shall be supplied to the Borrower by the Lenders; and
	 
	 	11.1.2	 	the charges (if any) imposed on the Lenders by the French Authorities
(funding or breakage costs of the French Authority in charge of monitoring the CIRR).






	11.2	 	Any prepayment of the whole of the Loan shall be made together with all other sums
due under this Agreement.
	 
	11.3	 	Amounts prepaid shall be applied in accordance with Clause 17.
	 
	11.4	 	Amounts prepaid may not be reborrowed.
	 
	12.	 	INTEREST ON LATE PAYMENTS
	 
	12.1	 	Without prejudice to the provisions of Clause 13 and without this Clause in any way
constituting a waiver of terms of payment, all sums due by the Borrower under this Agreement
will automatically bear interest on a day to day basis from the date when they are payable
until the date of actual payment at a rate per annum equal to the higher of:






	 	12.1.1	 	EONIA plus [**] [Confidential Treatment] per cent. [**]; [Confidential Treatment] and
	 
	 	12.1.2	 	the CIRR plus [**] [Confidential Treatment] per cent. [**] [Confidential Treatment].






Such interest will itself bear interest at the above rate if it is due for an entire year.




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	13.	 	ACCELERATION — EVENTS OF DEFAULT
	 
	13.1	 	If any one of the Events of Default set out in Clause 13.2 occurs and remains
unremedied:






	 	13.1.1	 	if the Loan has not been drawn down, no drawing under the Loan may be
requested from the Lenders; or
	 
	 	13.1.2	 	if the Loan has already been drawn down, the Lenders may require immediate
payment of the outstanding principal amount of the Loan (including but without
limitation the amount representing the financed Coface Premium) together with all other
sums due under this Agreement:






	13.2	 	The following are the Events of Default referred to in Clause 13.1:






	 	13.2.1	 	Non-payment






The Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of the Loan (provided however that if any such amount is not
paid when due solely by reason of some error or omission on the part of the bank or
banks through whom the relevant funds are being transmitted no Event of Default
shall occur for the purposes of this Clause 13.2.1 until the expiry of three (3)
Business Days following the date on which such payment is due), or within three (3)
Business Days of the due date any other amount payable by it under any Security
Document to which it may at any time be a party including but without limitation
any amount payable by the Guarantor under the Guarantee, at the place and in the
currency in which it is expressed to be payable.




	 	13.2.2	 	Breach of other obligations






	 	(a)	 	Any Obligor fails to comply with any provision of any Security
Document and in particular but without limitation any failure by the Guarantor
to comply with the provisions of Clauses 9 (General Undertakings: Positive
Covenants), 10 (General Undertakings: Negative Covenants) and/or 11 (Financial
Undertakings and Ownership and Control of the Guarantor) of the Guarantee or
there is any breach in the sole opinion of the Agent of any of the Transaction
Documents.
	 
	 	 	 	If the Loan has already been drawn down, an Event of Default shall not have
arisen if the failure (if in the opinion of the Agent in its sole discretion
it is capable of remedy) has been remedied within a period of thirty (30)
days from the date of its occurrence, if the failure was known to that
Obligor, or from the date the relevant Obligor is notified by the Agent of
the failure, if the failure was not known to that Obligor, unless in any such
case as aforesaid the Agent in its sole discretion considers that the failure
is or could reasonably be expected to become materially prejudicial to the
interests, rights or position of the Lenders; or
	 
	 	(b)	 	If there is a repudiation or termination of any Transaction Document
or if any of the parties thereto becomes entitled to terminate or repudiate
any of them and evidences an intention so to do.





- 39 -









 











	13.2.3	 	Misrepresentation






Any representation, warranty or statement made or repeated in, or in connection
with, any Transaction Document or the Coface Insurance Policy or in any accounts,
certificate, statement or opinion delivered by or on behalf of any Obligor
thereunder or in connection therewith is materially incorrect when made or would,
if repeated at any time hereafter by reference to the facts subsisting at such
time, no longer be materially correct.




	13.2.4	 	Cross default






	 	(a)	 	Any event of default occurs under any financial contract or financial
document relating to any Financial Indebtedness of any member of the Group;
	 
	 	(b)	 	Any such Financial Indebtedness or any sum payable in respect thereof
is not paid when due (after the expiry of any applicable grace period(s))
whether by acceleration or otherwise;
	 
	 	(c)	 	Any Encumbrance over any assets of any member of the Group becomes
enforceable;
	 
	 	(d)	 	Any other Financial Indebtedness of any member of the Group is not
paid when due or is or becomes capable of being declared due prematurely by
reason of default or any security for the same becomes enforceable by reason
of default;






provided that:




	 	(i)	 	No Event of Default will arise if the relevant Financial
Indebtedness is not accelerated or, if it is accelerated but, in aggregate,
the Financial Indebtedness is less than twenty five million Dollars (USD25,000,000); and
	 
	 	(ii)	 	Financial Indebtedness being contested by the Borrower in
good faith will be disregarded for a period of one hundred and fifty (150)
days from its occurrence if full details of the dispute are submitted to the
Agent forthwith upon its occurrence. If the dispute remains unresolved for a
period of more than one hundred and fifty (150) days from its occurrence, this
Clause 13.2.4(ii) shall not apply to that Financial Indebtedness.






	13.2.5	 	Winding-up






Subject to clause 10.6 of the Guarantee, any order is made or an effective
resolution passed or other action taken for the suspension of payments or
reorganisation, dissolution, termination of existence, liquidation, winding-up or
bankruptcy of any member of the Group.




	13.2.6	 	Moratorium or arrangement with creditors






A moratorium in respect of all or any debts of any member of the Group or a
composition or an arrangement with creditors of any member of the Group or any
similar proceeding or arrangement by which the assets of any member of the Group
are submitted to the control of its creditors is applied for, ordered or declared
or any member of the Group commences negotiations with any one or more of its
creditors with a view to the general readjustment or rescheduling of all or a
significant part of its Financial Indebtedness.



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	13.2.7	 	Appointment of liquidators etc.






A liquidator, trustee, administrator, receiver, administrative receiver, manager or
similar officer is appointed in respect of any member of the Group or in respect of
all or any substantial part of the assets of any member of the Group and in any
such case such appointment is not withdrawn within thirty
(30) days (the  “Grace Period”) unless the Agent considers in its sole discretion that the interest of the
Lenders might reasonably be expected to be adversely affected in which event the
Grace Period shall not apply.




	13.2.8	 	Insolvency






Any member of the Group becomes or is declared insolvent or is unable, or admits in
writing its inability, to pay its debts as they fall due or becomes insolvent
within the terms of any applicable law.




	13.2.9	 	Legal process






Any distress, execution, attachment or other process affects the whole or any
substantial part of the assets of any member of the Group and remains undischarged
for a period of twenty one (21) days or any uninsured judgment
in excess of [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] following final appeal remains unsatisfied for
a period of thirty (30) days in the case of a judgment made in the United States of
America and otherwise for a period of sixty (60) days provided that no Event of
Default shall be deemed to have occurred unless the distress, execution, attachment
or other process adversely affects any Obligor’s ability to meet any of its
material obligations under this Agreement or the other Security Documents or cause
to occur any of the events specified in
Clauses 13.2.5 to 13.2.8 (the determination of which shall be in the Agent’s sole
discretion).




	13.2.10	 	Analogous events






Anything analogous to or having a substantially similar effect to any of the events
specified in Clauses 13.2.5 to 13.2.9 shall occur under the laws of any applicable
jurisdiction.




	13.2.11	 	Cessation of business






Subject to clause 10.6 of the Guarantee, any member of the Group ceases to carry on
all or a substantial part of its business.




	13.2.12	 	Revocation of consents






Any authorisation, approval, consent, licence, exemption, filing, registration or
notarisation or other requirement necessary to enable any Obligor to comply with
any of its obligations under any of the Transaction Documents is materially
adversely modified, revoked or withheld or does not remain in full force and effect
and within ninety (90) days of the date of its occurrence such event is not
remedied to the satisfaction of the Agent and the Agent considers in its sole
discretion that such failure is or might be expected to become materially
prejudicial to the interests, rights or position of the Lenders provided that the
Borrower shall not be entitled to the aforesaid ninety (90) day period if the
modification, revocation or withholding of the authorisation, approval or consent
is due to an act or omission of any Obligor and the Agent is satisfied in




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its sole discretion that the Lenders’ interests might reasonably be expected to be
materially adversely affected.




	13.2.13	 	Unlawfulness






At any time it is unlawful or impossible for any Obligor to perform any of its
material (to the Finance Parties or any of them) obligations under any Transaction
Document to which it is a party or it is unlawful or impossible for the Finance
Parties or any Lender to exercise any of their or its rights under any of the
Transaction Documents, provided that no Event of Default shall be deemed to have
occurred where:




	 	(a)	 	the unlawfulness or impossibility preventing any Obligor from
performing its obligations (other than its payment obligations under this
Agreement, the other Transaction Documents) is cured within a period of twenty
one (21) days of the occurrence of the event giving rise to the unlawfulness
or impossibility and the relevant Obligor within the aforesaid period,
performs its obligation(s) (except where the unlawfulness or impossibility
adversely affects any Obligor’s payment obligations under this Agreement, the
other Transaction Documents (the determination of which shall be in the
Agent’s sole discretion) in which case the following provisions of this Clause
13.2.13 shall not apply); and/or
	 
	 	(b)	 	where a Finance Party was aware of the default and could, in its sole
discretion, mitigate the consequences of the unlawfulness or impossibility.
The reasonable costs of mitigating the consequences of the unlawfulness or
impossibility shall be borne by the Borrower save where such costs are of an
internal administrative nature and are not incurred in dealings by the Finance
Party with third parties.






	13.2.14	 	Insurances






The Borrower fails to insure the Vessel in the manner specified in Clause 10.20 or
fails to renew the Insurances at least five (5) days prior to the date of expiry
thereof and produce prompt confirmation of such renewal to the Agent.




	13.2.15	 	Disposals






If the Borrower or any other member of the Group shall have concealed, removed, or
permitted to be concealed or removed, any part of its property, with intent to
hinder, delay or defraud its creditors or any of them, or made or suffered a
transfer of any of its property which may be fraudulent under any bankruptcy,
fraudulent conveyance or similar law; or shall have made any transfer of its
property to or for the benefit of a creditor with the intention of preferring such
creditor over any other creditor.




	13.2.16	 	Prejudice to security






Anything is done or suffered or omitted to be done by any Obligor which in the
reasonable opinion of the Agent would or might be expected to imperil the security
created by any of the Security Documents.




	13.2.17	 	Material adverse change






Any material adverse change in the business, assets or financial condition of any
Obligor occurs which in the reasonable opinion of the Agent would or



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might reasonably be expected to affect the ability of that Obligor duly to perform any of
its material obligations under any Security Document to which it may at any time be
a party. For the purposes of this Clause 13.2.17 and without prejudice to the
generality of the expression “material obligations” any payment obligations of any
Obligor shall be deemed material.




	13.2.18	 	Governmental intervention






The authority of any member of the Group in the conduct of its business is wholly
or substantially curtailed by any seizure or intervention by or on behalf of any
authority and within ninety (90) days of the date of its occurrence any such
seizure or intervention is not relinquished or withdrawn and the Agent reasonably
considers that the relevant occurrence is or might be expected to become materially
prejudicial to the interests, rights or position of the Lenders provided that the
Borrower shall not be entitled to the aforesaid ninety (90) day period if the
seizure or intervention executed by any authority is due to an act or omission of
any member of the Group and the Agent is satisfied, in its sole discretion, that
the Lenders’ interest might reasonably be expected to be materially adversely
affected.




	13.3	 	If at any time during the period commencing on the day after the date of this
Agreement and ending on the date falling sixty (60) days before the Intended Delivery Date
(the “Limited Period") any event should occur that would constitute an Event of Default, the
Agent shall not be entitled to serve a notice under Clause 13.4 unless during the Limited
Period:






	 	13.3.1	 	there is a failure by an Obligor to perform any material obligation under
the Transaction Documents on the relevant due date or within any applicable grace
period, including but without limitation if the Guarantor fails to provide to the
Agent the statement referred to in Clause 3.1.4 in the manner described in that
Clause; or
	 
	 	13.3.2	 	the relevant event would imperil the security created by the Guarantee.
In no event shall the provisions of this Clause 13.3 be interpreted as a waiver of the
Agent’s right to serve a notice under Clause 13.4 in respect of any Event of Default which
has occurred and remains unremedied on the date falling sixty (60) days before the Intended
Delivery Date.






	13.4	 	Notice of any Event of Default and/or of the acceleration of the payment of the
principal of the Loan, interest thereon and all other sums due under this Agreement shall be
given by the Agent in accordance with Clause 27.
	 
	13.5	 	In no event shall any delay in exercising the Lenders’ right to require advance
repayment be interpreted as a waiver of this right.
	 
	13.6	 	Furthermore, in case of such accelerated repayment following an Event of Default,
the Borrower shall be liable to pay to the Agent, in addition to the Coface Premium pursuant
to Clause 6, compensation calculated as provided for in Clause 11.
	 
	13.7	 	Following an Event of Default and for so long as the same remains unremedied, the
Borrower irrevocably authorises the Agent and the Lenders to apply any credit balance to which
the Borrower is entitled upon any account of the Borrower with any branch of any of the Agent
and the Lenders in or towards satisfaction of any sum due to the Agent or any Lender hereunder
but unpaid, and to combine any accounts of the Borrower for this purpose. If such set-off
requires a credit balance in a currency other than the required




- 43 -









 






	 	 	currency to be transferred to an account maintained in connection herewith the transfer shall be effected by crediting to
the account in question the amount of the required currency which the Agent or the Lender (as
the case may be) could obtain by exchanging such currency for the required currency at the
rate of exchange at which its Facility Office would, at the opening of business on the date on
which the combination is effected, have sold the currency of that credit balance for the
required currency for immediate delivery.






	13.8	 	In the event that the accelerated amount is received by the Agent before the date of
normal maturity of the accelerated interest payments, the Borrower shall, subject to no sums
remaining due to the Lenders from the Borrower, be entitled to refund of interest for the
actual number of days between the date on which the Lenders received the amount and the normal
date for payment of such amount.






	14.	 	MANDATORY PREPAYMENT
	 
	14.1	 	Subject to Clause 14.2, the Borrower shall forthwith prepay the outstanding
principal amount of the Loan (including but without limitation the amount representing the
financed Coface Premium) together with all other sums due under this Agreement if:






	 	14.1.1	 	the Vessel shall become a Total Loss; or
	 
	 	14.1.2	 	if the Coface Insurance Policy is modified, suspended, terminated or
rescinded unless caused by the wilful misconduct or gross negligence of a Finance
Party.






	14.2	 	However, if the Vessel shall become a Total Loss (but without prejudice to the
Lenders’ rights to receive the proceeds of the Insurances or Compulsory Acquisition forthwith
upon collection as may be provided for in the Mortgage and/or the Assignment of Insurances),
the Borrower shall not be required to pay its indebtedness under this
Agreement earlier than the date which is one hundred and fifty (150) days after the Total
Loss Date.
	 
	14.3	 	The provisions of Clause 11 shall apply mutatis mutandis to any prepayment pursuant
to this Clause 14.
	 
	15.	 	CURRENCY OF PAYMENT






The funds for payment of all sums due by the Borrower under this Agreement, shall be paid in
Dollars or euro (in the case that the payment is due in euro) to the credit of:




	 	15.1.1	 	BNP Paribas, Paris, Swift code: [**] [Confidential Treatment], IBAN: [**] [Confidential Treatment], under the following reference: “BFI/LSI/BOCI Crédits Acheteurs -
Commercial Loan Hull No D 33 dated            September 2006” in the case of euro; and



	 
	 	15.1.2	 	
the account of BNP Paribas, Paris, Swift code: [**] [Confidential Treatment], account number
[**] [Confidential Treatment] with BNP Paribas S.A., The Equitable Building, 787 Seventh Avenue,
New York, New York NY 10019, Swift code: [**] [Confidential Treatment], under the following reference:
“BFI/LSI/BOCI Crédits Acheteurs — Commercial Loan Hull No D 33 dated            September
2006” in the case of Dollars.






These sums must be credited before 11.00 a.m. New York time or 11.00 a.m. Paris time (in the
case that the payment is in euro) in freely transferable and convertible currency. For each
payment to be made, the Borrower shall notify the Agent on the third





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Business Day prior to the due payment date that it will issue instructions to its bank (which shall be named in
such notification) to make the relevant payment.




	16.	 	SECURITY






All the Borrower’s payment obligations under this Agreement shall be secured by:




	 	16.1.1	 	the Guarantee to be signed within ten (10) Business Days of the date of this
Agreement in favour of the Finance Parties;
	 
	 	16.1.2	 	the Mortgage to be executed and registered in favour of the Finance Parties
forthwith upon delivery of the Vessel; and
	 
	 	16.1.3	 	the Assignment of Warranty Rights, the Assignment of Insurances, the
Assignment of Earnings and the Assignment of Management Agreement to be executed in
favour of the Finance Parties forthwith upon delivery of the Vessel.






	17.	 	APPLICATION OF SUMS RECEIVED






All sums received under this Agreement by the Agent, on behalf of the Lenders, or by any of
the Lenders for any reason whatsoever will, without prejudice to complementary provisions of
the Mortgage, be applied:




	 	17.1.1	 	in priority, to payments of any kind due or in arrears in the order of their
due payment dates and first, to fees, charges and expenses, second, to interest payable
pursuant to Clause 12, third, to interest payable pursuant to Clause 4, fourth, to the
principal of the Loan payable pursuant to Clause 4 and, fifth, to any other sums due
under this Agreement and, if relevant, pro rata to each of the Lenders; or
	 
	 	17.1.2	 	if no payments are in arrears or if these payments have been discharged as
set out above, then and to sums remaining due under this Agreement and, if relevant,
pro rata to each of the Lenders and in each case in inverse order of maturity, the
interest being recalculated accordingly.






	18.	 	CHANGES TO THE LENDERS
	 
	18.1	 	Assignments and transfers by the Lenders






Subject to this Clause 18, a Lender (the “Existing Lender") may:




	 	18.1.1	 	assign its rights; or
	 
	 	18.1.2	 	transfer by novation its rights and obligations,






to another bank or financial institution which is authorised by the French Authorities to
enter into French export credits benefiting from the CIRR (the “New Lender").




	18.2	 	Conditions of assignment or transfer






	 	18.2.1	 	The consent of the Borrower is required for an assignment or transfer by an
Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate
of a Lender.
	 
	 	18.2.2	 	The consent of the Borrower to an assignment or transfer must not be
unreasonably withheld or delayed.







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	 	18.2.3	 	The assignment or transfer must be with respect to a minimum Commitment of
[**] [Confidential Treatment] Dollars [**] [Confidential Treatment] or, if less, the Existing Lender’s full
Commitment.
	 
	 	18.2.4	 	An assignment will only be effective on:






	 	(a)	 	receipt by the Agent of written confirmation from the New Lender (in
form and substance satisfactory to the Agent) that the New Lender will assume
the same obligations to the other Finance Parties as it would have been under
if it was an Original Lender; and
	 
	 	(b)	 	performance by the Agent of all necessary “know your customer” or
other similar checks under all applicable laws and regulations in relation to
such assignment to a New Lender, the completion of which the Agent shall
promptly notify to the Existing Lender and the New Lender.






	 	18.2.5	 	A transfer will only be effective if the procedure set out in Clause 18.5 is
complied with.
	 
	 	18.2.6	 	If:






	 	(a)	 	a Lender assigns or transfers its rights or obligations under the
Security Documents or changes its Facility Office; and
	 
	 	(b)	 	as a result of circumstances existing at the date the assignment,
transfer or change occurs, an Obligor would be obliged to make a payment to
the New Lender or Lender acting through its new Facility Office under Clause
8,






then the New Lender or Lender acting through its new Facility Office is only
entitled to receive payment under that Clause to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.




	18.3	 	Assignment or transfer fee






The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of [**] [Confidential Treatment]. The New Lender
shall also pay to the Agent, upon demand, all reasonable costs and expenses, duties and
fees, including but without limitation legal costs and out of pocket expenses, incurred by
the Agent or the Lenders in connection with any necessary amendment to or supplementing of
the Transaction Documents or any of them or the Coface Insurance Policy as a consequence of
the assignment or transfer.




	18.4	 	Limitation of responsibility of Existing Lenders






	 	18.4.1	 	Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:






	 	(a)	 	the legality, validity, effectiveness, adequacy or enforceability of
the Security Documents or any other documents;
	 
	 	(b)	 	the financial condition of any Obligor;
	 
	 	(c)	 	the performance and observance by any Obligor of its obligations
under the Security Documents or any other documents; or








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	 	(d)	 	the accuracy of any statements (whether written or oral) made in or
in connection with any Security Document or any other document,






and any representations or warranties implied by law are excluded.




	 	18.4.2	 	Each New Lender confirms to the Existing Lender and the other Finance
Parties that it:






	 	(a)	 	has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Security Document; and
	 
	 	(b)	 	will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Security Documents or any Commitment is in
force.






	 	18.4.3	 	Nothing in any Security Document obliges an Existing Lender to:






	 	(a)	 	accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause 18; or
	 
	 	(b)	 	support any losses directly or indirectly incurred by the New Lender
by reason of the non-performance by any Obligor of its obligations under the
Security Documents or otherwise.






	18.5	 	Procedure for transfer






	 	18.5.1	 	Subject to the conditions set out in Clause 18.2 a transfer is effected in
accordance with Clause 18.5.3 when the Agent executes an otherwise duly completed
Transfer Certificate delivered to it by the Existing Lender and the New Lender. The
Agent shall, subject to Clause 18.5.2, as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate.
	 
	 	18.5.2	 	The Agent shall only be obliged to execute a Transfer Certificate delivered
to it by the Existing Lender and the New Lender once it is satisfied it has complied
with all necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to the transfer to such New Lender.
	 
	 	18.5.3	 	On the Transfer Date:






	 	(a)	 	to the extent that in the Transfer Certificate the Existing Lender
seeks to transfer by novation its rights and obligations under the Security
Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Security Documents and their
respective rights against one another under the Security Documents shall be
cancelled (being the “Discharged Rights and Obligations”);    
 
	 	(b)	 	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that
Obligor





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	 		 	and
the New Lender have assumed and/or acquired the same in place of that Obligor
and the Existing Lender;
	 
	 	(c)	 	the Agent, the Mandated Lead Arrangers, the New Lender and the other
Lenders shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an
Original Lender with the rights and/or obligations acquired or assumed by it
as a result of the transfer and to that extent the Agent, the Mandated Lead
Arrangers and the Existing Lender shall each be released from further
obligations to each other under the Security Documents; and
	 
	 	(d)	 	the New Lender shall become a Party as a “Lender”.






	18.6	 	Copy of Transfer Certificate to Borrower






The Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.




	18.7	 	Permitted disclosure






Any Finance Party may disclose to any of its Affiliates and to the following other persons:




	 	18.7.1	 	any person to (or through) whom that Lender assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under this
Agreement;
	 
	 	18.7.2	 	any person with (or through) whom that Lender enters into (or may
potentially enter into) any sub-participation in relation to, or any other transaction
under which payments are to be made by reference to, this Agreement or any Obligor;
	 
	 	18.7.3	 	any person to whom, and to the extent that, information is required to be
disclosed by any applicable law or regulation;
	 
	 	18.7.4	 	any other Finance Party, or any employee, officer, director or
representative of such entity which needs to know such information or receive such
document in the course of such person’s employ or duties;
	 
	 	18.7.5	 	Coface, or any employee, officer, director or representative of such entity
which needs to know such information or receive such document in the course of such
person’s employ or duties;
	 
	 	18.7.6	 	the Guarantor or any other member of the Group, or any employee, officer,
director or representative of such entity which needs to know such information or
receive such document in the course of such person’s employ or duties; or
	 
	 	18.7.7	 	auditors, insurance and reinsurance brokers, insurers and reinsurers and
professional advisers, including legal advisers, which need to know such information,






any information about any Obligor, this Agreement and the other Security Documents as that
Finance Party shall consider appropriate. Each of the Finance Parties may also disclose to
the Builder, or any employee, officer, director or representative of the Builder which needs
to know such information or receive such document in the course of such person’s employ or
duties, such information about any Obligor, this Agreement and the



- 48 -









 







other Security Documents as that Finance Party reasonably considers normal practice for a French export credit.




Each of the Finance Parties acknowledges that all information received now or in the future
from or on behalf of the Obligors under or pursuant to or in connection with the Transaction
Documents or the Coface Insurance Policy (other than any information which is in the public
domain other than as a result of a breach of this Clause) is confidential information and
undertakes to advise this fact to any recipient of any such information under this Clause.




	19.	 	CHANGES TO THE OBLIGORS






No Obligor may assign any of its rights or transfer any of its rights or obligations under
the Security Documents without the unanimous consent of the Lenders.




	20.	 	ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS
	 
	20.1	 	Appointment of the Agent






	 	20.1.1	 	Each other Finance Party appoints the Agent to act as its agent under and in
connection with this Agreement and the other Security Documents and the Coface
Insurance Policy.
	 
	 	20.1.2	 	Each other Finance Party authorises the Agent to exercise the rights,
powers, authorities and discretions specifically given to the Agent under or in
connection with the Security Documents together with any other incidental rights,
powers, authorities and discretions.






	20.2	 	Duties of the Agent






	 	20.2.1	 	The Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Agent for that Party by any other Party.
	 
	 	20.2.2	 	Except where a Security Document specifically provides otherwise, the Agent
is not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.
	 
	 	20.2.3	 	If the Agent receives notice from a Party referring to this Agreement,
describing an Event of Default and stating that the circumstance described is an Event
of Default, it shall promptly notify the other Finance Parties.
	 
	 	20.2.4	 	If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Agent or a
Mandated Lead Arranger) under this Agreement it shall promptly notify the other Finance
Parties.
	 
	 	20.2.5	 	The Agent’s duties under the Security Documents are solely administrative in
nature.






	20.3	 	Role of the Mandated Lead Arrangers






None of the Mandated Lead Arrangers has any obligations of any kind to any other Party under
or in connection with any Transaction Document or the Coface Insurance Policy.



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	20.4	 	No fiduciary duties






	 	20.4.1	 	Nothing in this Agreement constitutes the Agent or any of the Mandated Lead
Arrangers as a trustee or fiduciary of any other person.
	 
	 	20.4.2	 	Neither the Agent nor any of the Mandated Lead Arrangers shall be bound to
account to any Lender for any sum or the profit element of any sum received by it for
its own account.






	20.5	 	Business with the Guarantor






The Agent and each of the Mandated Lead Arrangers may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any Affiliate or
Subsidiary of the Guarantor.




	20.6	 	Rights and discretions of the Agent






	 	20.6.1	 	The Agent may rely on:






	 	(a)	 	any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and
	 
	 	(b)	 	any statement made by a director, authorised signatory or employee of
any person regarding any matters which may reasonably be assumed to be within
his knowledge or within his power to verify.






	 	20.6.2	 	The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:






	 	(a)	 	no Event of Default has occurred (unless it has actual knowledge of
an Event of Default arising under Clause 13.2); and
	 
	 	(b)	 	any right, power, authority or discretion vested in any Party or the
Lenders has not been exercised.






	 	20.6.3	 	The Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.
	 
	 	20.6.4	 	The Agent may act in relation to the Security Documents through its
personnel and agents.
	 
	 	20.6.5	 	The Agent may disclose to any other Party any information it reasonably
believes it has received as the Agent under this Agreement.
	 
	 	20.6.6	 	Notwithstanding any other provision of any Security Document to the
contrary, neither the Agent nor any of the Mandated Lead Arrangers is obliged to do or
omit to do anything if it would or might in its reasonable opinion constitute a breach
of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.






	20.7	 	Lenders’ instructions






	 	20.7.1	 	Unless a contrary indication appears in a Security Document, the Agent shall:






	 	(a)	 	exercise any right, power, authority or discretion vested in it as
Agent in accordance with any instructions given to it by the Lenders (or, if
so 




- 50 -









 






	 	 	 	instructed by the Lenders, refrain from exercising any right, power,
authority or discretion vested in it as the Agent); and    
 
	 	(b)	 	not be liable for any act (or omission) if it acts (or refrains from
taking any action) in accordance with an instruction of the Lenders.






	 	20.7.2	 	Unless a contrary indication appears in a Security Document, any
instructions given by the Lenders will be binding on all the Finance Parties.
	 
	 	20.7.3	 	The Agent may refrain from acting in accordance with the instructions of the
Lenders until it has received such security as it may require for any cost, loss or
liability (together with any associated value added tax) which it may incur in
complying with the instructions.
	 
	 	20.7.4	 	In the absence of instructions from the Lenders the Agent may act (or
refrain from taking action) as it considers to be in the best interest of the Lenders.
	 
	 	20.7.5	 	The Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lender’s consent) in any legal or arbitration proceedings relating to
any Security Document.






	20.8	 	Responsibility for documentation






The Agent is not responsible for:




	 	20.8.1	 	the adequacy, accuracy and/or completeness of any information (whether oral
or written) supplied by the Agent, a Mandated Lead Arranger, an Obligor or any other
person given in or in connection with any Transaction Document or the Coface Insurance
Policy; or
	 
	 	20.8.2	 	is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Transaction Document or the Coface Insurance Policy or any other
agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document or the Coface
Insurance Policy.







	20.9	 	Exclusion of liability






	 	20.9.1	 	Without limiting Clause 20.9.2, the Agent will not be liable for any action
taken by it under or in connection with any Security Document, unless directly caused
by its gross negligence or wilful misconduct.
	 
	 	20.9.2	 	No Party (other than the Agent) may take any proceedings against any
officer, employee or agent of the Agent in respect of any claim it might have against
the Agent or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Security Document and any officer, employee or agent of the
Agent may rely on this Clause.
	 
	 	20.9.3	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Security Documents to be paid by
the Agent if the Agent has taken all necessary steps as soon as reasonably practicable
to comply with the regulations or operating procedures of any recognised clearing or
settlement system used by the Agent for that purpose.
	 
	 	20.9.4	 	Nothing in this Agreement shall oblige the Agent or a Mandated Lead Arranger
to carry out any “know your customer” or other checks in relation to any person




- 51 -









 






	 	 	 	on behalf of any Lender and each Lender confirms to the Agent and the Mandated Lead
Arrangers that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Agent
or a Mandated Lead Arranger.






	20.10	 	Lenders’ indemnity to the Agent






Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against
any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s
gross negligence or wilful misconduct) in acting as Agent under the Security Documents
(unless the Agent has been reimbursed by an Obligor pursuant to a Security Document).




	20.11	 	Resignation of the Agent






	 	20.11.1	 	The Agent may resign and appoint one of its Affiliates as successor by
giving notice to the other Finance Parties and the Borrower.
	 
	 	20.11.2	 	Alternatively the Agent may resign by giving notice to the other Finance
Parties and the Borrower, in which case the Lenders (after consultation with the
Borrower) may appoint a successor Agent.
	 
	 	20.11.3	 	If the Lenders have not appointed a successor Agent in accordance with
Clause 20.11.2 within thirty (30) days after notice of resignation was given, the Agent
(after consultation with the Borrower) may appoint a successor Agent.
	 
	 	20.11.4	 	The retiring Agent shall, at its own cost, make available to the successor
Agent such documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Security Documents.
	 
	 	20.11.5	 	The Agent’s resignation notice shall only take effect upon the appointment
of a successor.
	 
	 	20.11.6	 	Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Security Documents but shall remain
entitled to the benefit of this Clause 20. Its successor and each of the other Parties
shall have the same rights and obligations amongst themselves as they would have had if
such successor had been an original Party.
	 
	 	20.11.7	 	After consultation with Coface, the Lenders may, by notice to the Agent,
require it to resign in accordance with Clause 20.11.2. In this event, the Agent shall
resign in accordance with Clause 20.11.2.






	20.12	 	Confidentiality






	 	20.12.1	 	In acting as agent for the Finance Parties, the Agent shall be regarded as
acting through its agency division which shall be treated as a separate entity from any
other of its divisions or departments.
	 
	 	20.12.2	 	If information is received by another division or department of the Agent,
it may be treated as confidential to that division or department and the Agent shall
not be deemed to have notice of it.





- 52 -









 











	20.13	 	Relationship with the Lenders






The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five (5) Business
Days’ prior notice from that Lender to the contrary in accordance with the terms of this
Agreement.




	20.14	 	Credit appraisal by the Lenders






Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Security Document, each Lender confirms to the Agent and each
of the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in
connection with any Security Document including but not limited to:




	 	20.14.1	 	the financial condition, status and nature of the Guarantor and each
Subsidiary of the Guarantor;
	 
	 	20.14.2	 	the legality, validity, effectiveness, adequacy or enforceability of any
Security Document and any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Security Document;
	 
	 	20.14.3	 	whether that Lender has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection with
any Security Document, the transactions contemplated by the Security Documents or any
other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Security Document; and
	 
	 	20.14.4	 	the adequacy, accuracy and/or completeness of any information provided by
the Agent, any Party or by any other person under or in connection with any Security
Document, the transactions contemplated by the Security Documents or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Security Document.








	20.15	 	Deduction from amounts payable by the Agent






If any Party owes an amount to the Agent under the Security Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Security Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Security Documents that Party shall be regarded as having received any
amount so deducted.




	21.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES






	21.1	 	No provision of this Agreement will:






	 	21.1.1	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	21.1.2	 	oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any claim; or
	 
	 	21.1.3	 	oblige any Finance Party to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of tax.







- 53 -









 











	22.	 	SHARING AMONG THE FINANCE PARTIES
	 
	22.1	 	Payments to Finance Parties






If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an
Obligor other than in accordance with Clause 23 and applies that amount to a payment due
under the Security Documents then:




	 	22.1.1	 	the Recovering Finance Party shall, within three (3) Business Days, notify
details of the receipt or recovery to the Agent;
	 
	 	22.1.2	 	the Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with Clause
17 and Clause 23), without taking account of any tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and
	 
	 	22.1.3	 	the Recovering Finance Party shall, within three (3) Business Days of demand
by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt
or recovery less any amount which the Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance with
Clause 17 and Clause 23.






	22.2	 	Redistribution of payments






The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 17 and Clause 23.




	22.3	 	Recovering Finance Party’s rights






	 	22.3.1	 	On a distribution by the Agent under Clause 22.2, the Recovering Finance
Party will, if possible under the relevant applicable laws, be subrogated to the rights
of the Finance Parties which have shared in the redistribution.
	 
	 	22.3.2	 	If and to the extent that the Recovering Finance Party is not able to rely
on its rights under Clause 22.3.1, the relevant Obligor shall be liable to the
Recovering Finance Party for a debt equal to the Sharing Payment which is immediately
due and payable.






	22.4	 	Reversal of redistribution






If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:




	 	22.4.1	 	each Lender which has received a share of the relevant Sharing Payment
pursuant to Clause 22.4 shall, upon request of the Agent, pay to the Agent for account
of that Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay); and
	 
	 	22.4.2	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be liable to the
reimbursing Finance Party for the amount so reimbursed.





- 54 -









 











	22.5	 	Exceptions






	 	22.5.1	 	This Clause 22 shall not apply to the extent that the Recovering Finance
Party would not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.
	 
	 	22.5.2	 	A Recovering Finance Party is not obliged to share with any other Finance
Party any amount which the Recovering Finance Party has received or recovered as a
result of taking legal or arbitration proceedings, if:






	 	(a)	 	it notified that other Finance Party of the legal or arbitration
proceedings; and
	 
	 	(b)	 	that other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.






	23.	 	PAYMENT MECHANICS
	 
	23.1	 	Payments to the Agent






	 	23.1.1	 	On each date on which an Obligor or a Lender is required to make a payment
under a Security Document, that Obligor or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Security Document) for value on the
due date at the time and in such funds specified by the Agent as being customary at the
time for settlement of transactions in the relevant currency in the place of payment.
	 
	 	23.1.2	 	Payment shall be made to such account in the principal financial centre of
the country of that currency (or, in relation to euro, in a principal financial centre
in a Participating Member State or London) with such bank as the Agent specifies.






	23.2	 	Distributions by the Agent






Each payment received by the Agent under the Security Documents for another Party shall,
subject to Clause 23.3, Clause 23.4 and Clause 20.15 be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with
this Agreement (in the case of a Lender, for the account of its Facility Office), to such
account as that Party may notify to the Agent by not less than five (5) Business Days’
notice with a bank in a principal financial centre in a Participating Member State or
London (or, in the case of any other currency, in the principal financial centre of the country of that currency).




	23.3	 	Distributions to an Obligor






The Agent may (with the consent of the Obligor or in accordance with Clause 13.7 apply any
amount received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the Security
Documents or in or towards purchase of any amount of any currency to be so applied.




	23.4	 	Clawback






	 	23.4.1	 	Where a sum is to be paid to the Agent under the Security Documents for
another Party, the Agent is not obliged to pay that sum to that other Party (or to




- 55 -









 






	 	 	 	enter into or perform any related exchange contract) until it has been able to
establish to its satisfaction that it has actually received that sum.    
 
	 	23.4.2	 	If the Agent pays an amount to another Party and it proves to be the case
that the Agent had not actually received that amount, then the Party to whom that
amount (or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent together with interest on that amount from the
date of payment to the date of receipt by the Agent, calculated by the Agent to reflect
its cost of funds.






	23.5	 	No set-off by Obligors






All payments to be made by an Obligor under the Security Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.




	23.6	 	Business Days






	 	23.6.1	 	Any payment which is due to be made on a day that is not a Business Day
shall be made on the next Business Day in the same calendar month (if there is one) or
the preceding Business Day (if there is not).
	 
	 	23.6.2	 	During any extension of the due date for payment of any principal or unpaid
sum under this Agreement interest is payable on the principal or unpaid sum at the rate
payable on the original due date.






	23.7	 	Currency of account






	 	23.7.1	 	Subject to Clauses 23.7.2 and 23.7.3 euro is the currency of account and
payment for any sum from an Obligor under any Security Document.
	 
	 	23.7.2	 	Each payment in respect of costs, expenses or taxes shall be made in the
currency in which the costs, expenses or taxes are incurred.
	 
	 	23.7.3	 	Any amount expressed to be payable in a currency other than euro shall be
paid in that other currency.






	23.8	 	Change of currency






	 	23.8.1	 	Unless otherwise prohibited by law, if more than one currency or currency
unit are at the same time recognised by the central bank of any country as the lawful
currency of that country, then:






	 	(a)	 	any reference in the Security Documents to, and any obligations
arising under the Security Documents in, the currency of that country shall be
translated into, or paid in, the currency or currency unit of that country
designated by the Agent (after consultation with the Lenders and the
Borrower); and
	 
	 	(b)	 	any translation from one currency or currency unit to another shall
be at the official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other, rounded up or
down by the Agent (acting reasonably).






	 	23.8.2	 	If a change in any currency of a country occurs, this Agreement will, to the
extent the Agent (acting reasonably and after consultation with the Lenders and the
Borrower) specifies to be necessary, be amended to comply with any 




- 56 -









 








	 	 	 	generally accepted conventions and market practice in the relevant interbank market and otherwise to
reflect the change in currency.






	24.	 	GOVERNING LAW






This Agreement is governed by English law.




	25.	 	ENFORCEMENT






	25.1	 	Jurisdiction of English courts






The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a “Dispute”). Each Party agrees that the courts of England
are the most appropriate and convenient courts to settle Disputes and accordingly no Party
will argue to the contrary.




This Clause 25.1 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent
proceedings in any number of jurisdictions.




	25.2	 	Service of process






Without prejudice to any other mode of service allowed under any relevant law, the Borrower:




	 	25.2.1	 	irrevocably appoints Clifford Chance Secretaries Limited as its agent for
service of process in relation to any proceedings before the English courts in
connection with any Finance Document; and
	 
	 	25.2.2	 	agrees that failure by a process agent to notify the Borrower of the process
will not invalidate the proceedings concerned.






	26.	 	APPENDICES






The appendices form an integral part of this Agreement.




	27.	 	NOTICES






Any notices, demands and service of process relating to this Agreement or its performance,
shall be in writing and shall be validly addressed, delivered or served at the respective
addresses below:



	 	 	 
	For the Borrower:
	 	c/o 7665 Corporate Center Drive
	 
	 	Miami
	 
	 	Florida 33126
	 
	 	United States of America
	 
	 	Facsimile: +1 305 436 4140 (Ms Bonnie Biumi) and 

+1 305 436 4117 (Legal Department)
	 
	 	Attention: Ms Bonnie Biumi and the Legal Department






- 57 -









 






	 	 	 
	For the Agent:
	 	BNP Paribas
	 
	 	ECEP/Export Finance
	 
	 	ACI: CHDESA1
	 
	 	37 Place du Marché Saint-Honoré
	 
	 	75031 Paris Cedex 01
	 
	 	France
	 
	 	Facsimile: +33 01 4316 8184
	 
	 	Attention: Mrs Dominique Laplasse (Team Head)
	 
	 	 
	For the Lenders:
	 	c/o the Agent







or to such other address or numbers as each party may notify to the other. Notices shall be
effective upon receipt as set forth above. Any communications by facsimile shall be
confirmed by registered mail or recognized international courier service, but the
communication shall be deemed received on the date of the facsimile transmission (or if that
day is not a business day in the place where the facsimile is received, on the next business
day in that place).




Provided that for so long as no notice of acceleration has been issued pursuant to Clause
13.4, notices addressed to the Agent shall be deemed to have been addressed to the Lenders.




	28.	 	MISCELLANEOUS
	 
	28.1	 	If any term of this Agreement becomes invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
	 
	28.2	 	No failure or delay on the part of the Lenders in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise thereof preclude any other or further exercise thereof by the Lenders or the exercise
by the Lenders of any other right, power or privilege. The rights and remedies of the Lenders
herein provided are cumulative and not exclusive of any rights or remedies provided by law.
	 
	28.3	 	This Agreement shall not be capable of being modified otherwise than by an express
modification in writing signed by the Borrower and the Lenders.
	 
	29.	 	COMING INTO FORCE






This Agreement shall come into force on the date of its signature but the rights and
obligations of the Borrower hereunder may be terminated by written notice from the Borrower
to the Agent, such notice to be received not later than sixty (60) days prior to the
Intended Delivery Date. Following service of such notice (which shall be irrevocable), the
Borrower shall have no further right to draw down the Loan and the Borrower shall have no
further obligations under this Agreement save in respect of fees, costs and expenses
incurred under or in respect of this Agreement on or before the date on which the notice
becomes effective or as a result of the service of the notice.




Service by the Borrower of the written notice in accordance with the preceding paragraph
shall constitute a condition subsequent to this Agreement.



- 58 -









 




Made in five (5) originals on the date before written.



	 	 	 
	Made in five (5) originals on the date before written.
	 	 
	 
	 	 
	F3 ONE, LTD.

	 	BNP PARIBAS
	 
	 	 
	by:
Bonnie Biumi

	 	by: J.D.
Amsler          S. Ferdane
	Bonnie Biumi
 
	 	J.D.
Amsler                S. Ferdane
	 

	 	 
	its:
Attorney-in-fact

	 	its: Authorized Signatories
	 
	 	 
	CALYON

	 	HSBC FRANCE
	 
	 	 
	by:
Jerome Lebond

	 	by: Gilles
Pirot          Erick
Dadat
	Jerome Lebond 
	 	Gilles
Pirot                 Erick
Dadat 
	 

	 	 
	its:
Attorney-in-fact

	 	its: Authorized Signatories
	 
	 	 
	SOCIETE GENERALE
	 	 
	 
	 	 
	by:
Isabella Seneca
	 	 
	Isabella Seneca 
	 	 
	 

	 	 
	its:
Attorney-in-fact
	 	 




- 59 -









 





APPENDIX I




DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT



Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower
and countersigned by the Borrower.



Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the
Borrower.



Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the
Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever.



Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar
document issued by the Builder stating the Change Order Amount, duly executed by the Builder in
favour of the Borrower and countersigned by the Borrower.



Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery
warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty
Rights.



Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder
signed the documents referred to in this Appendix I and a specimen of his signature.




- 60 -









 








APPENDIX II




THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS




	 	 	 	 	 
	Name	 	Registered Address	 	Registered Number with the
	 	 	 	 	Registry of Trade and
	 	 	 	 	Companies
	BNP PARIBAS

	 	16 boulevard des

Italiens, 75009 Paris,

France
	 	662 042 449 (RCS Paris)
	 
	 	 	 	 
	CALYON

	 	9 quai du Président

Paul Doumer, 92920

Paris La Défense

Cedex, France
	 	304 187 701 (RCS Nanterre)
	 
	 	 	 	 
	HSBC FRANCE

	 	103 avenue des Champs

Elysées, 75419 Paris,

Cedex 08, France
	 	775 670 284 (RCS Paris)
	 
	 	 	 	 
	SOCIETE GENERALE

	 	29 boulevard

Haussmann, 75009

Paris, France
	 	552 120 222 (RCS Paris)
	 
	 	 	 	 
	each a French société anonyme
	 	 	 	 






- 61 -









 






APPENDIX III




FORM OF TRANSFER CERTIFICATE




	 	 	 
	To:

	 	[  ] as Agent
	 
	 	 
	From:

	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender]
(the “New Lender”)
	 
	 	 
	Dated:
	 	 





F3 Two, Ltd. — EUR662,905,320 Loan Agreement

dated            September 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the
Agreement have the same meaning in this Transfer Certificate unless given a different meaning
in this Transfer Certificate.
	 
	2.	 	We refer to Clause 18.5:






	 	(c)	 	The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 18.5.
	 
	 	(d)	 	The proposed Transfer Date is [ ].
	 
	 	(e)	 	The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 27 are set out in the Schedule.






	3.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s
obligations set out in Clause 18.4.3.
	 
	4.	 	This Transfer Certificate may be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single copy of this
Transfer Certificate.
	 
	5.	 	This Transfer Certificate is governed by English law.





THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	 
	 	 
	By:

	 	By:






- 62 -









 





This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [
].



[Agent]



By:




- 63 -









 








APPENDIX IV




FORM OF DRAWDOWN NOTICE




BNP Paribas

ECEP/Export Finance

ACI: CHDESA1

37 Place du Marché Saint-Honoré

75031 Paris Cedex 01

France




Date       20[09][10]



Dear Sirs



Hull No. C33 Drawdown Notice



We refer to the loan agreement for hull no. C33 dated            September 2006 made between ourselves
as borrower, yourselves, [•], [•] and [•] as lenders and yourselves as agent (the “Agreement”).
Terms defined in the Agreement shall have the same meaning in this Notice.



We hereby give you notice that pursuant to the Agreement and on [date of proposed drawdown]
20[09][10], we wish to draw down the Loan in the sum of the equivalent in Dollars of [
] euro (EUR[ ]) upon the terms and subject to the
conditions contained therein.



In accordance with the provisions of Clause 3.2, we hereby request you to advance the Loan by
crediting the proceeds as follows:



[Details to be provided]



We confirm that at the date hereof the representations and warranties set out in Clause 9 of the
Agreement are true and no Event of Default has occurred and remains unremedied.



Yours faithfully



for and on behalf of

F3 TWO, LTD.





- 64 -










 





DATED 6th October 2006




NCL CORPORATION LTD. 

(as guarantor)




- in favour of -




BNP PARIBAS




CALYON

HSBC FRANCE

and

SOCIETE GENERALE

(as lenders)




- and -




BNP PARIBAS

(as agent)




 



GUARANTEE

IN RESPECT OF THE OBLIGATIONS OF

F3 TWO, LTD.




 





			
	 	 	 






 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1	 	Definitions and Construction
	 	 	1	 
	2	 	Guarantee and Indemnity
	 	 	2	 
	3	 	Survival of Guarantor’s Liability
	 	 	3	 
	4	 	Continuing Guarantee
	 	 	4	 
	5	 	Exclusion of the Guarantor’s Rights
	 	 	5	 
	6	 	Payments
	 	 	6	 
	7	 	Enforcement
	 	 	7	 
	8	 	Representations and Warranties
	 	 	7	 
	9	 	General Undertakings: Positive Covenants
	 	 	10	 
	10	 	General Undertakings: Negative Covenants
	 	 	11	 
	11	 	Financial Undertakings and Ownership and Control of the Guarantor
	 	 	13	 
	12	 	Discharge
	 	 	18	 
	13	 	Assignment and Transfer
	 	 	18	 
	14	 	Miscellaneous Provisions
	 	 	19	 
	15	 	Waiver of Immunity
	 	 	20	 
	16	 	Notices
	 	 	20	 
	17	 	Governing Law
	 	 	21	 
	18	 	Jurisdiction
	 	 	21	 
	Schedule 1	 	Quarterly Statement of Financial Covenants
	 	 	24	 
	Schedule 2	 	Particulars of Agent and Lenders
	 	 	27	 






 









 





DEED OF GUARANTEE AND INDEMNITY



Dated the 6th day of October 2006



BY:





	(1)	 	NCL CORPORATION LTD. being a company validly existing under the laws of
Bermuda with registration number EC34678 and with its registered office at Milner
House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the
“Guarantor”);





IN FAVOUR OF:





	(2)	 	BNP PARIBAS, CALYON, HSBC FRANCE AND SOCIETE GENERALE, whose details are more particularly
set out in Schedule 2 as lenders (the “Lenders”); and
	 
	(3)	 	BNP PARIBAS, whose details are more particularly set out in Schedule 2 as agent (the “Agent”
and collectively with the Lenders the “Beneficiaries”).





WHEREAS:





	(A)	 	By a loan agreement dated 22 September 2006 (the “Loan Agreement”) made between (among
others) (1) F3 Two, Ltd. as borrower (the “Borrower”) (2) the Lenders and (3) the Agent, the
Lenders have agreed, on the terms and conditions therein set out, to make available to the
Borrower their participations in a loan facility of up to six hundred and sixty two million
nine hundred and five thousand three hundred and twenty euro (EUR 662,905,320) (the “Loan”)
in order to assist the Borrower in financing part of the purchase price of the Vessel.






	(B)	 	It is a condition precedent to the Beneficiaries performing their obligations under the Loan
Agreement that the Guarantor enters into this Deed.





NOW THIS DEED WITNESSES:





	1	 	Definitions and Construction






	 	1.1	 	In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings
are defined in the Loan Agreement shall have the meanings set out therein.
	 
	 	 	 	“Accounts” means the audited consolidated profit and loss account and balance
sheet (including all additional information and notes thereto) of the Guarantor
and its consolidated Subsidiaries together with the relative directors’ and
auditors’ reports;
	 
	 	 	 	“Event of Default” means any of the events specified in clause 13.2 of the Loan
Agreement or specified as such in Clause 11;
	 
	 	 	 	“Obligors” means the Borrower, the Guarantor and the Manager;
	 
	 	 	 	“Office” means in respect of the Agent and each Lender its office at the address
set out beneath its name in Schedule 2 or such other office as it shall from time
to time select and notify through the Agent to the Borrower;




 









 






	 	 	 	“Outstanding Indebtedness” means all sums of any kind payable actually or
contingently to the Finance Parties under or pursuant to the Loan Agreement or any
Transaction Document (whether by way of repayment of principal, payment of interest
or default interest, payment of any indemnity or counter-indemnity, reimbursement
for fees, costs or expenses or otherwise howsoever); and
	 
	 	 	 	“Process Agent” means Clifford Chance Secretaries Limited or any other person in
England nominated by the Assignor and approved by the Agent to accept service of
legal proceedings on its behalf under any of the Transaction Documents.






	 	1.2	 	In this Deed unless the context otherwise requires:






	 	1.2.1	 	clause headings are inserted for convenience of reference
only and shall be ignored in the construction of this Deed;
	 
	 	1.2.2	 	references to Clauses and to Schedules are to be construed
as references to clauses of and schedules to this Deed unless otherwise
stated and references to this Deed are to be construed as references to this
Deed including its Schedules;
	 
	 	1.2.3	 	references to (or to any specified provision of) this Deed
or any other document shall be construed as references to this Deed, that
provision or that document as from time to time amended, supplemented or
novated;
	 
	 	1.2.4	 	references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;
	 
	 	1.2.5	 	references to any party to this Deed or any other document
shall include reference to such party’s successors and permitted assigns and
transferees;
	 
	 	1.2.6	 	words importing the plural shall include the singular and vice versa;
	 
	 	1.2.7	 	references to a person shall be construed as references to
an individual, firm, company, corporation, unincorporated body of persons or
any state or any agency thereof; and
	 
	 	1.2.8	 	where any matter requires the approval or consent of the
Lenders or the Agent such approval or consent shall not be deemed to have
been given unless given in writing; where any matter is required to be
acceptable to the Lenders or the Agent, the Lenders or the Agent (as the case
may be) shall not be deemed to have accepted such matter unless its
acceptance is communicated in writing; each of the Lenders and the Agent may
give or withhold its consent, approval or acceptance at its unfettered
discretion.






	2	 	Guarantee and Indemnity






	 	2.1	 	In consideration of the Lenders agreeing at the request of the Guarantor to
make the Loan available to the Borrower in accordance with the terms of the Loan
Agreement, the payment by the Beneficiaries to the Guarantor of ten Dollars (USD 10)
and other good and valuable consideration (the receipt and adequacy of which the
Guarantor hereby acknowledges) the Guarantor:




2









 












	 	2.1.1	 	as primary obligor as and for its own debt and not merely as surety
hereby undertakes to the Lenders to be responsible for and hereby guarantees to
the Lenders:






	 	(a)	 	the due and punctual payment by the Borrower
to the Lenders or the Agent (for itself and on behalf of the Lenders)
(as the case may be) (as and when due by acceleration, demand or
otherwise howsoever) of the Outstanding Indebtedness and every part
thereof; and
	 
	 	(b)	 	the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Loan Agreement and the other Security Documents; and






	 	2.1.2	 	unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.






	 	2.2	 	For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) unconditionally undertakes immediately on demand
by the Agent from time to time to indemnify the Beneficiaries and hold each of them
harmless in respect of:






	 	2.2.1	 	any loss incurred by the Beneficiaries as a result of the
Loan Agreement and each other Security Document to which any of the Obligors
is a party or any provision thereof becoming invalid, void, voidable or
unenforceable for any reason whatsoever after execution hereof; and
	 
	 	2.2.2	 	any loss or damage of any kind arising directly or indirectly
from any failure on the part of any of the Obligors to perform any obligation
to be performed by any of the Obligors under and pursuant to the Loan
Agreement and each other Security Document to which any of the Obligors is a
party.






	3	 	Survival of Guarantor’s Liability






	 	3.1	 	The Guarantor’s liability to the Beneficiaries under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events
or circumstances (regardless of whether any such events or circumstances occur with
or without the Guarantor’s knowledge or consent):






	 	3.1.1	 	any time, forbearance or other indulgence given or agreed
by any of the Finance Parties to or with any of the Obligors or any other
person in respect of any of their obligations under the Loan Agreement and
each other Transaction Document to which any of the Obligors or that other
person is a party; or
	 
	 	3.1.2	 	any legal limitation, disability or incapacity relating to
any of the Obligors; or
	 
	 	3.1.3	 	any invalidity, irregularity, unenforceability, imperfection
or avoidance of or any defect in any security granted by, or the obligations
of any of the Obligors or any other person under, the Loan Agreement and each
other Transaction Document to which any of the Obligors or that other person
is




3









 






	 	 	 	a party or any amendment to or variation thereof or of any other document
or security comprised therein; or
	 
	 	3.1.4	 	any change in the name, constitution, memorandum of
association or otherwise of any of the Obligors or the amalgamation or merger
of any of the Obligors with any other corporate entity; or
	 
	 	3.1.5	 	the liquidation, bankruptcy or dissolution (or proceedings
analogous thereto) of any of the Obligors or any other person or the
appointment of a receiver or administrative receiver or administrator or
trustee or similar officer of any of the assets of any of the Obligors or any
other person or the occurrence of any circumstances whatsoever affecting any
Obligor’s or that other person’s liability to discharge its obligations under
the Loan Agreement and each other Transaction Document to which it is a
party; or
	 
	 	3.1.6	 	any challenge, dispute or avoidance by any liquidator of
any of the Obligors or any other person in respect of any claim by the
Guarantor by right of subrogation in any such liquidation; or
	 
	 	3.1.7	 	any release of any other Obligor or any other person or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Transaction Documents or the provision to any of
the Finance Parties at any time of any further security for the obligations of
the Borrower under any of the Transaction Documents; or
	 
	 	3.1.8	 	the release of any co-guarantor and/or indemnitor who is
now or may hereafter become under a joint and several liability with the
Guarantor under this Deed or the release of any other guarantor, indemnitor
or other third party obligor in respect of the obligations of any Obligor
under any of the Transaction Documents; or
	 
	 	3.1.9	 	any failure on the part of any of the Finance Parties
(whether intentional or not) to take or perfect any security agreed to be
taken under or in relation to any of the Transaction Documents or to enforce
any of the Transaction Documents; or
	 
	 	3.1.10	 	any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or
equitable discharge of any of the Guarantor’s obligations under this Deed.






	 	3.2	 	The Guarantor’s liability to the Beneficiaries under this Deed shall not be
discharged by reason of any of the events or circumstances referred to in Clause 3.1
in so far as they relate to Coface.






	4	 	Continuing Guarantee






	 	4.1	 	This Deed shall be:






	 	4.1.1	 	a continuing guarantee remaining in full force and effect
until irrevocable payment in full has been received by the Beneficiaries of
each and every part and the ultimate balance of the Outstanding Indebtedness
in accordance with the Loan Agreement and each other Security Document to
which any of the Obligors is a party; and




4









 






	 	4.1.2	 	in addition to and not in substitution for or in derogation of any
other security held by any of the Finance Parties from time to time in
respect of the Outstanding Indebtedness or any part thereof.






	 	4.2	 	Any satisfaction of obligations by the Guarantor to the Beneficiaries or any
discharge given by the Beneficiaries to the Guarantor or any other agreement reached
between the Beneficiaries and the Guarantor in relation to this Deed shall be, and be
deemed always to have been, void ab initio if any act satisfying any of the said
obligations or on the faith of which any such discharge was given or any such agreement
was entered into is subsequently avoided in whole or in part by or pursuant to any
provision of any applicable law whatsoever.
	 
	 	4.3	 	This Deed shall remain the property of the Beneficiaries and, notwithstanding
that all monies and liabilities due or incurred by any of the Obligors to the
Beneficiaries which are guaranteed hereunder shall have been paid or discharged, the
Beneficiaries shall be entitled not to discharge this Deed or any security held by the
Beneficiaries for the obligations of the Guarantor hereunder for such period as may in
the reasonable opinion of the Beneficiaries be necessary or appropriate under any
applicable insolvency law after the last of such monies and liabilities have been paid
or discharged and in the event of bankruptcy, winding-up or any similar proceedings
being commenced in respect of any of the Obligors or any other person, the
Beneficiaries shall be at liberty not to discharge this Deed or any security held by
the Beneficiaries for the obligations of the Guarantor hereunder for and during such
further period as the Beneficiaries may determine at their sole discretion.






	5	 	Exclusion of the Guarantor’s Rights






	 	5.1	 	Until the obligations of the Obligors under the Loan Agreement and each
other Security Document to which they are a party have been fully performed, the
Guarantor shall not:






	 	5.1.1	 	be entitled to share in or succeed to or benefit from (by
subrogation or otherwise) any rights which the Beneficiaries may have in
respect of the Outstanding Indebtedness or any security therefor or all or
any of the proceeds of such rights or security; or
	 
	 	5.1.2	 	without the prior written consent of the Beneficiaries:






	 	(a)	 	exercise in respect of any amount paid by the
Guarantor hereunder any right of indemnity, subrogation, contribution
or any other right or remedy which it may have in respect thereof; or
	 
	 	(b)	 	claim payment of any other monies for the time
being due to the Guarantor or to which it may become entitled or
exercise or enforce or benefit from any other right, remedy or
security in respect thereof; or
	 
	 	(c)	 	prove in a liquidation of any Obligor in
competition with the Beneficiaries for any monies owing to the
Guarantor by any other Obligor on any account whatsoever,





5









 






	 	 	 	PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, receives or
recovers any monies pursuant to any such exercise, claim or proof, such monies
shall be held by the Guarantor as trustee upon trust for the Beneficiaries to apply
the same as if they were monies received or recovered by the Beneficiaries under
this Deed.






	6	 	Payments






	 	6.1	 	Each payment to be made by the Guarantor hereunder shall be made in
immediately available funds in the currency in which such payment is due
without set-off, counterclaim, deduction or retention of any kind by payment to
such bank account or accounts as the Agent may from time to time notify to the
Guarantor in writing.
	 
	 	 	 	If the Guarantor is required by law to make such a payment subject to the deduction
or withholding of Taxes, in which case the sum payable by the Guarantor in respect
of which such deduction or withholding is required to be made shall be increased to
the extent necessary to ensure that, after the making of such deduction or
withholding, the Lenders receive and retain (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which they would have
received and so retained had no such deduction or withholding been made or required
to be made.
	 
	 	6.2	 	Without prejudice to the provisions of Clause 6.1, if any Lender or the Agent
on the Lenders’ behalf is required to make any payment on account of Tax (not being
a tax imposed on the net income of its Office by the jurisdiction in which it is
incorporated or in which its Office is located or any other tax existing and
applicable on the date of this Deed under the laws of any jurisdiction) on or in
relation to any sum received or receivable hereunder by such Lender or the Agent
on the Lenders’ behalf (including, without limitation, any sum received or
receivable under this Clause 6) or any liability in respect of any such payment is
asserted, imposed, levied or assessed against such Lender or the Agent on the
Lenders’ behalf, the Guarantor shall, upon demand of the Agent, indemnify such
Lender or the Agent against such payment or liability, together with any interest,
penalties and expenses payable or incurred in connection therewith, other than
interest, penalties, and expenses that are otherwise imposed or asserted on account
of the bad faith or wilful neglect of such Lender or the Agent.
	 
	 	 	 	If any Lender proposes to make a claim under the provisions of this Clause 6.2 it
shall certify to the Guarantor in reasonable detail within thirty (30) days (or
such longer period as any Lender may reasonably require) after becoming aware of
the event by reason of which it is entitled to make its claim or claims the basis
of its claim or claims, such certificate to be conclusive, save for manifest
error.
	 
	 	6.3	 	The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
	 
	 	6.4	 	If the Guarantor makes any payment hereunder in respect of which it is
required by law to make any deduction or withholding for Taxes, it shall pay the full
amount to be deducted or withheld to the relevant taxation or other authority




6









 






	 	 	 	within the time allowed for such payment under applicable law and shall deliver to
the Agent within thirty (30) days after it has made such payment to the applicable
authority any original receipt issued by such authority evidencing the payment to
such authority of all amounts so required to be deducted or withheld from such
payment.
	 
	 	 	 	If an additional payment is made under Clause 6.1 and any Lender or the Agent on
its behalf determines that it has received or been granted a credit against or
relief of or calculated with reference to the deduction or withholding giving rise
to such additional payment, such Lender or the Agent (as the case may be) shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment and provided that it has received the
cash benefit of such credit, relief or remission, pay to the Guarantor such amount
as such Lender or the Agent shall in its reasonable opinion have concluded to be
attributable to the relevant deduction or withholding. Any such payment shall be
conclusive evidence of the amount due to the Guarantor hereunder and shall be
accepted by the Guarantor in full and final settlement of its rights of
reimbursement hereunder in respect of such deduction or withholding. Nothing herein
contained shall interfere with the right of any Lender and the Agent to arrange
their respective tax affairs in whatever manner they think fit.






	7	 	Enforcement






	 	7.1	 	The Beneficiaries shall not be obliged before taking steps to enforce this
Deed to take any action whatsoever against any of the Obligors or any other person
and the Guarantor hereby waives all such formalities or rights to which it would
otherwise be entitled or which the Beneficiaries would otherwise first be required to
satisfy or fulfil before proceeding or making demand against the Guarantor hereunder
provided that the Beneficiaries shall not be entitled to enforce their rights under
this Deed otherwise than in circumstances which would constitute an Event of Default.






	8	 	Representations and Warranties






	 	8.1	 	Duration






	 	8.1.1	 	The representations and warranties in Clause 8.2 shall
survive the execution of this Deed and shall be deemed to be repeated, with
reference mutatis mutandis to the facts and circumstances subsisting, as if
made on each day until each Obligor has no remaining obligations, actual or
contingent, under or pursuant to the Loan Agreement or any of the other
Security Documents.
	 
	 	8.1.2	 	The representations and warranties in Clause 8.3 shall
survive the execution of this Deed and shall be deemed to be repeated, with
reference mutatis mutandis to the facts and circumstances subsisting, as if
made on the date falling sixty (60) days before the Intended Delivery Date and
thereafter on each day until each Obligor has no remaining obligations, actual
or contingent, under or pursuant to the Loan Agreement or any of the other
Security Documents.






	 	8.2	 	Continuing representations and warranties The Guarantor represents and
warrants to the Beneficiaries that:





7









 






	 	8.2.1	 	it is a limited liability exempt company, duly incorporated and validly existing
under the laws of Bermuda, possessing perpetual corporate existence, the capacity to sue
and be sued in its own name and the power to own its assets and carry on its business as
it is now being conducted;
	 
	 	8.2.2	 	The Guarantor is and shall remain, after the giving of this Deed, solvent in accordance
with the laws of Bermuda and the United Kingdom and in particular with the provisions of the
Insolvency Act 1986 (as from time to time amended) and the requirements thereof;
	 
	 	8.2.3	 	it has the power to enter into and perform this Deed and all necessary corporate or other
action has been taken to authorise the entry into and performance of this Deed;
	 
	 	8.2.4	 	this Deed constitutes its legal, valid and binding obligations enforceable in accordance
with its terms;
	 
	 	8.2.5	 	the entry into and performance of this Deed and the transactions contemplated hereby do not
and will not be a breach of or conflict with:






	 	(a)	 	any law or regulation or any official or judicial order; or
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(c)	 	any agreement or document to which it is a party or which is binding upon
it or any of its assets,






	 	 	 	nor result in the creation or imposition of any Encumbrance on any of its assets pursuant
to the provisions of any such agreement or document;
	 
	 	8.2.6	 	all authorisations, approvals, consents, licences, exemptions, filings, registrations,
notarisations and other matters, official or otherwise, required in connection with the entry
into, performance, validity and enforceability of this Deed and the transactions contemplated
hereby have been obtained or effected and are in full force and effect;
	 
	 	8.2.7	 	all information furnished by or on behalf of the Guarantor relating to the business and
affairs of any member of the Group in connection with this Deed was and remains true and
correct in all material respects and there are no other material facts or considerations the
omission of which would render any such information misleading;
	 
	 	8.2.8	 	the Guarantor has fully disclosed to the Lenders through the Agent all facts relating to
the Group which it knows or should reasonably know and which might reasonably be expected to
influence the Lenders in deciding whether or not to enter into the Loan Agreement;
	 
	 	8.2.9	 	the Accounts for the financial year ended 31 December 2005 (which accounts have been
prepared in accordance with GAAP) fairly represent the consolidated financial condition of the
Guarantor as at 31 December 2005;




8









 






	 	8.2.10	 	the claims of the Beneficiaries against the Guarantor under this Deed will
rank at least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;
	 
	 	8.2.11	 	subject to Clause 10.6, no member of the Group has taken any corporate action nor
have any other steps been taken or legal proceedings been started or (to the best of
the Guarantor’s knowledge and belief) threatened against any member of the Group for
its winding-up and/or dissolution or for the appointment of a liquidator,
administrator, receiver, administrative receiver, trustee or similar officer of it or
any or all of its assets or revenues nor has any member of the Group sought any other
relief under any applicable insolvency or bankruptcy law;
	 
	 	8.2.12	 	neither the Guarantor nor any of its assets enjoys any right of immunity from
set-off, suit or execution in respect of its obligations under this Deed;
	 
	 	8.2.13	 	all the shares in the Borrower and the Manager shall be legally and beneficially
owned directly or indirectly by the Guarantor and such structure shall remain so
throughout the Security Period. Further, no Event of Default has occurred under
Clause 11.2 in respect of the ownership and/or control of the shares in the
Guarantor; and
	 
	 	8.2.14	 	it has reviewed and agrees to all the terms and conditions of the Loan Agreement
and each other Security Document to which any Obligor is or is to be a party.






	 	8.3	 	Semi-continuing representations and warranties The Guarantor represents and
warrants to the Beneficiaries that:






	 	8.3.1	 	no event has occurred and remains unremedied which constitutes a default
under or in respect of any agreement or document to which the Guarantor is a party or
by which it may be bound (including, inter alia, this Deed);
	 
	 	8.3.2	 	no litigation, arbitration or administrative proceedings are current or
pending or to its knowledge threatened, which might, if adversely determined, have a
material adverse effect on the ability of the Guarantor to perform its obligations
under this Deed, save as disclosed by the Guarantor in its most recent US Securities
Exchange Commission filing;
	 
	 	8.3.3	 	to the best of its knowledge, each of the Obligors has complied with all
taxation laws in all jurisdictions in which it is subject to Taxation and has paid all
Taxes due and payable by it including but without limitation any disputed Taxes unless
a sufficient reserve has been made pending resolution of the dispute and no material
claims are being asserted against any of the Obligors with respect to Taxes, which
might, if such claims were successful, have a material adverse effect on the ability
of that Obligor to perform its obligations under the Transaction Documents to which it
is a party; and




9









 






	 	8.3.4	 	the Guarantor does not have a place of business in any jurisdiction
which would require this Deed to be filed or registered (if it had a place
of business in that jurisdiction) to ensure the validity of this Deed.






	9	 	General Undertakings: Positive Covenants






	 	9.1	 	The undertakings contained in this Clause 9 shall remain in full force and
effect from the date of this Deed until the end of the Security Period.
	 
	 	9.2	 	The Guarantor will provide to the Agent:






	 	9.2.1	 	as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each of its financial years) a
Certified Copy of its Accounts (commencing with the audited accounts made up
to 31 December 2005);
	 
	 	9.2.2	 	as soon as practicable (and in any event within sixty (60)
days after the close of each quarter of each financial year) a copy of the
unaudited consolidated accounts of the Guarantor for that quarter (commencing
with the unaudited accounts made up to 30 June 2006);
	 
	 	9.2.3	 	as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each financial year), beginning with
the year ending 31 December 2006, annual cash flow projections on a
consolidated basis of the Guarantor showing on a monthly basis advance ticket
sales (for at least twelve (12) months following the date of such statement)
for the Group; and
	 
	 	9.2.4	 	as soon as practicable (and in any event not later than 31
January of each financial year):






	 	(a)	 	a budget for the Group for such new financial
year including a twelve (12) month liquidity budget for such new
financial year; and
	 
	 	(b)	 	updated financial projections of the Group for
at least the next five (5) years and an outline of the assumptions
supporting such budget and financial projections including but without
limitation any scheduled drydrockings;






	 	9.2.5	 	on the date of this Deed, in the case of the first, on the
date falling ninety (90) days before the Intended Delivery Date, in the case
of the second, and otherwise as soon as practicable (and in any event within
sixty (60) days after the close of each of the first three (3) quarters of its
financial year and within one hundred and twenty (120) days after the close of
each financial year) a statement signed by the Group’s chief financial officer
in the form of Schedule 1 (commencing with the second quarter of the financial
year ending 31 December 2006);
	 
	 	9.2.6	 	promptly, such further information in its possession or
control regarding its financial condition and operations and those of any
company in the Group, including but without limitation a corporate structure
chart for the




10









 






	 	 	 	Group including details of the percentage of the shareholdings held, as the
Agent may request for the benefit of the Finance Parties; and
	 
	 	9.2.7	 	details of any material litigation, arbitration or
administrative proceedings which affect any Obligor as soon as the same are
instituted and served, or, to the knowledge of the Guarantor, threatened (and
for this purpose proceedings shall be deemed to be material if they involve a
claim in an amount exceeding [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] or
the equivalent in another currency).






	 	 	 	All accounts required under this Clause 9.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 “Group” shall have the meaning ascribed to it in Clause 11.4.
	 
	 	9.3	 	Subject to the provisions of Clause 11.3, the Guarantor will procure that any
dividends or other distributions and interest paid or payable in connection with such
dividends or other distributions will be received by the Guarantor by way of dividend
promptly.
	 
	 	9.4	 	The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Guarantor in accordance with GAAP.
	 
	 	9.5	 	The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.
	 
	 	9.6	 	The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed are obtained and promptly renewed from time to time and will promptly
furnish certified copies thereof to the Agent upon request and will procure that the
terms of the same are complied with at all times.
	 
	 	9.7	 	The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.






	10	 	General Undertakings: Negative Covenants






	 	10.1	 	The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.
	 
	 	10.2	 	Except with the prior written consent of the Agent (acting on the
instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause
10.2.1), the Guarantor will not, and will procure that no other member of the Group
will, either in a single transaction or in a series of transactions whether related or
not and whether voluntarily or involuntarily, agree to or actually sell, assign,
abandon or otherwise transfer or dispose of all or any of its assets or any share or
interest therein except that:








11









 






	 	10.2.1	 	the Borrower may agree to sell the Vessel on the condition that
contemporaneously with the completion of the sale the Loan is prepaid in
accordance with the provisions of clause 11 of the Loan Agreement;
	 
	 	10.2.2	 	the Borrower may let the Vessel on charter in accordance with the provisions of
clause 10 of the Loan Agreement;
	 
	 	10.2.3	 	disposals may be made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash as
consideration for the purchase or acquisition of any asset or service or in the
discharge of any obligation incurred for value in the ordinary course of trading;
	 
	 	10.2.4	 	disposals may be made (other than by the Borrower) to another member of the Group;
	 
	 	10.2.5	 	disposals of cash raised or borrowed may be made for the purposes for which such
cash was raised or borrowed;
	 
	 	10.2.6	 	disposals of assets in exchange for other assets comparable or superior as to type
and value may be made; and
	 
	 	10.2.7	 	a vessel owned by any member of the Group (other than the Borrower) may be sold
provided such sale is on a willing seller willing buyer basis at or about market
rate and at arm’s length subject always to the provisions of any loan documentation
for the financing of such vessel.






	 	10.3	 	Except with the prior written consent of the Agent, the Guarantor will not, and will
procure that no other member of the Group will, make any loan or advance or extend credit to
any person, firm or corporation except in the ordinary course of business (in this Clause,
“Group” shall exclude the Borrower).
	 
	 	10.4	 	The Guarantor will not, and will procure that no other member of the Group will, issue or
enter into any one (1) or more guarantee or indemnity or otherwise become directly or
contingently liable for the obligations of any other person, firm or corporation without
notifying the Agent promptly thereafter with full details of the amount(s) and the period(s)
of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if
applicable)) the amount of [**] [Confidential Treatment] Dollars [**] [Confidential Treatment].
	 
	 	10.5	 	Except with the prior written consent of the Agent, the Guarantor will not, and will
procure that no other member of the Group will, make or threaten to make any substantial
change in its business as presently conducted, or carry on any other business which is
substantial in relation to its business as presently conducted so as to affect, in the
reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its
obligations under the Security Documents to which it is a party PROVIDED THAT any new
leisure or hospitality venture embarked upon by any member of the Group shall not constitute
a substantial change in its business (in this Clause, “Group” shall exclude the Borrower).
	 
	 	10.6	 	The Guarantor and any other member of the Group may enter into any
amalgamation, restructure, substantial reorganisation,merger, de-merger,






12









 






	 	 	 	consolidation, winding-up, dissolution or anything analogous to the foregoing or
acquire any equity, share capital or obligations of any corporation or other entity
if such entry or acquisition would not:






	 	10.6.1	 	imperil the security created by any of the Security Documents or the Coface
Insurance Policy;
	 
	 	10.6.2	 	affect the ability of any Obligor duly to perform any of its obligations
under any Security Document to which it may be a party at any time; or
	 
	 	10.6.3	 	affect the ability of the Guarantor to comply with the
financial undertakings contained in Clause 11,






	 	 	 	after any such amalgamation, restructure, substantial reorganisation, merger,
de-merger, consolidation, winding-up, dissolution or anything analogous to the
foregoing or acquisition of any equity, share capital or obligations of any
corporation or other entity (in this Clause, “Group” shall exclude the Borrower).
	 
	 	10.7	 	Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.
	 
	 	10.8	 	The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security
or counter-security as aforesaid, such security shall be held by the Guarantor as
trustee upon trust for the Beneficiaries.






	11	 	Financial Undertakings and Ownership and Control of the Guarantor






	 	11.1	 	The Guarantor will ensure that for the financial quarter ending as at 30 June
2006, for the financial quarter ending immediately prior to or on the date falling
ninety (90) days before the Intended Delivery Date and for each subsequent financial
quarter:






	 	 11.1.1	 	at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment]
Dollars [**] [Confidential Treatment];
	 
	 	 11.1.2	 	either:






	 	(a)	 	as at the end of each financial quarter the
ratio of Consolidated EBITDA to Consolidated Debt Service for the
Group, computed for the period of the four (4) consecutive financial
quarters ending at the end of the relevant financial quarter, shall
not be less than [**] [Confidential Treatment] to [**] [Confidential Treatment]; or
	 
	 	(b)	 	at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the
Group has maintained a minimum Free Liquidity in an amount which is
not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; and






	 	 11.1.3	 	as at the end of each financial quarter the ratio of Total Net Funded Debt
to Total Capitalisation of the Group shall not exceed:








13









 






	 	(a)	 	[**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on
or before 31 December 2007; and
	 
	 	(b)	 	[**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent
financial quarter.






	 	 	 	Amounts available for drawing under any revolving or other credit facilities of
the Group which remain undrawn at the time of the relevant calculation shall not
be counted as cash or indebtedness for the purposes of this ratio.






	11.2	 	It will be an Event of Default if:






	 	11.2.1	 	at any time when the ordinary share capital of the Guarantor is not publicly listed
on an Approved Stock Exchange or at any time when a dividend is paid to the existing
shareholders of the Guarantor by way of a share issue pursuant to a public offering
on an Approved Stock Exchange, the Lim Family together or individually do not,
directly or indirectly, control the Guarantor and beneficially own, directly or
indirectly, at least fifty one per cent (51%) of the issued share capital of, and
equity interest in, the Guarantor; or
	 
	 	11.2.2	 	at any time following the listing of the ordinary share capital of the Guarantor on
an Approved Stock Exchange:






	 	(a)	 	any individual or any Third Party:






	 	(i)	 	owns legally and/or beneficially and
either directly or indirectly at least [**] [Confidential Treatment] per cent [**] [Confidential Treatment]
of the ordinary share capital of the Guarantor; or
	 
	 	(ii)	 	has the right or the ability to control
either directly or indirectly the affairs of or the composition of
the majority of the board of directors (or equivalent) of the
Guarantor;






	 	 	 	and, at the same time as any of the events described in paragraphs (i) or
(ii) of this Clause has occurred and remains unremedied, the Lim Family
together or individually do not, directly or indirectly, beneficially own
at least fifty one per cent (51%) of the issued share capital of, and
equity interest in, the Guarantor; or






	 	(b)	 	the Guarantor ceases to be a listed company on an Approved
Stock Exchange without the prior written consent of the Agent,






	 	 	 	(and, for the purpose of this Clause 11.2.2 “control” of any company, limited
partnership or other legal entity (a “body
corporate”) by a member of the Lim
Family, means that one (1) or more members of the Lim Family has, directly or
indirectly, the power to direct the management and policies of such a body
corporate, whether through the ownership of more than fifty per cent (50%) of the
issued voting capital of that body corporate or by contract, trust or other
arrangement).








14









 












	11.3	 	During any financial year of the Guarantor until the date on which the Guarantor
becomes a listed company on an Approved Stock Exchange (on which date the restriction
contained in this Clause 11.3 shall cease to apply), the Guarantor shall not and shall
procure that no other member of the Group shall, pay any dividends or make any other
distributions in respect of its share capital to any person or make any repayments of
capital or payments of interest in respect of Financial Indebtedness to an Affiliate of
the Guarantor (other than to the Guarantor and/or its wholly owned Subsidiaries) which
during any financial year of the Guarantor in aggregate exceeds [**] [Confidential Treatment] per cent [**] [Confidential Treatment] of
the Consolidated Net Income (if positive) of the Group for such financial year, PROVIDED
HOWEVER THAT the Group shall not be entitled to pay any dividend or make any distribution
in respect of any of its share capital or make any repayments of capital or payments of
interest if an Event of Default has occurred and remains unremedied or would occur as a
result of the payment of such dividend or the making of such distribution.
	 
	11.4	 	In Clause 11.1, Clause 11.2, Clause 11.3 and Schedule 1:






	 	11.4.1	 	“Affiliate” means, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any person, means the
possession, directly or indirectly, of the power to vote ten per cent (10%) or more
of the securities having voting power for the election of directors of such person,
or otherwise to direct or cause the direction of the management and policies of that
person, whether through the ownership of voting securities or by contract or
otherwise;
	 
	 	11.4.2	 	“Approved Stock Exchange” means the New York Stock Exchange, NASDAQ or such other
stock exchange in the United States of America as is approved in writing by the
Agent;
	 
	 	11.4.3	 	“Cash Balance” means, at any date of determination, the unencumbered and otherwise
unrestricted cash and cash equivalents of the Group;
	 
	 	11.4.4	 	“Consolidated Debt Service” means, for any relevant period, the sum (without double
counting), determined in accordance with GAAP, of:






	 	(a)	 	the aggregate principal payable or paid during such
period on any Indebtedness of any member of the Group, other than:






	 	(i)	 	principal of any such Indebtedness prepaid
at the option of the relevant member of the Group;
	 
	 	(ii)	 	principal of any such Indebtedness prepaid
upon the sale or Total Loss of any vessel owned or leased under a
capital lease by any member of the Group; and
	 
	 	(iii)	 	balloon payments of any such Indebtedness
payable during such period (and for the purpose of this paragraph
(iii) a “balloon payment” shall not include any





15









 






	 	scheduled repayment instalment of such Indebtedness which forms part
of the balloon);






	 	(b)	 	Consolidated Interest Expense for such period;






	 	(c)	 	the aggregate amount of any dividend or distribution of present or future
assets, undertakings, rights or revenues to any shareholder of any member of the
Group (other than the Guarantor or one of its wholly owned Subsidiaries) or any
distribution in respect of share capital during such period
(“Distributions”); and
	 
	 	(d)	 	all rent under any capital lease obligations by which the Guarantor or any
consolidated Subsidiary is bound which are payable or paid during such period and
the portion of any debt discount that must be amortised in such period,






	 	 	 	as calculated in accordance with GAAP and derived from the then latest unaudited
consolidated accounts of the Guarantor delivered to the Agent in the case of any period
ending at the end of any of the first three (3) financial quarters of each financial year
of the Guarantor and the then latest Accounts delivered to the Agent in the case of the
final quarter of each such financial year;






	 	11.4.5	 	“Consolidated EBITDA” means, for any relevant period, the aggregate of:






	 	(a)	 	Consolidated Net Income from the Guarantor’s operations for such period;
and
	 
	 	(b)	 	the aggregate amounts deducted in determining Consolidated Net Income for
such period in respect of gains and losses from the sale of assets or reserves
relating thereto, Consolidated Interest Expense, depreciation and amortisation,
impairment charges and any other non-cash charges and deferred income tax expense
for such period;






	 	11.4.6	 	“Consolidated Interest Expense” means, for any relevant period, the consolidated interest
expense (excluding capitalised interest) of the Group for such period;
	 
	 	11.4.7	 	“Consolidated Net Income” means, for any relevant period, the consolidated net income (or
loss) of the Group for such period as determined in accordance with GAAP;
	 
	 	11.4.8	 	“Free Liquidity” means, at any date of determination, the aggregate of the Cash Balance and
any amounts freely available for drawing under any revolving or other credit facilities of the
Group, which remains undrawn, could be drawn for general working capital purposes or other
general corporate purposes and would not, if drawn, be repayable within six (6) months;




16









 






	 	11.4.9	 	“Group” means, for the purposes of this Clause 11, the Guarantor, its Subsidiaries
and any other entity which is required to be consolidated in the Guarantor’s accounts in
accordance with GAAP;
	 
	 	11.4.10	 	“Indebtedness” means Financial Indebtedness (whether present or future, actual or
contingent, long-term or short-term, secured or unsecured) in respect of:






	 	(a)	 	moneys borrowed or raised;
	 
	 	(b)	 	the advance or extension of credit (including interest and other charges
on or in respect of any of the foregoing);
	 
	 	(c)	 	the amount of any liability in respect of leases which, in accordance with
GAAP, are capital leases;
	 
	 	(d)	 	the amount of any liability in respect of the purchase price for assets or
services payment of which is deferred for a period in excess of one hundred and
eighty (180) days;
	 
	 	(e)	 	all reimbursement obligations whether contingent or not in respect of
amounts paid under a letter of credit or similar instrument; and
	 
	 	(f)	 	(without double counting) any guarantee of Financial Indebtedness falling
within paragraphs (a) to (e) above;






	 	 	 	PROVIDED THAT the following shall not constitute Indebtedness:






	 	(i)	 	loans and advances made by other members of the Group which
are subordinated to the rights of the Finance Parties;
	 
	 	(ii)	 	loans and advances made by the Guarantor’s parent company which are
subordinated to the rights of the Finance Parties; and
	 
	 	(iii)	 	any liabilities of the Guarantor or any other member of the Group to a
counterparty under any master agreement relating to the interest or currency
exchange transactions of a non-speculative nature.






	 	11.4.11	 	“Lim Family” means:






	 	(a)	 	Tan Sri Lim Goh Tong;
	 
	 	(b)	 	his spouse;

	 
	 	(c)	 	his direct lineal descendants;

	 
	 	(d)	 	

the personal estate of any of the above persons; and
	 
	 	(e)	 	any trust created for the benefit of one or more of the above persons and
their estates;






	 	11.4.12	 	“Third Party” means any person or group of persons acting in concert
(as the expression “acting in concert” is defined in the City Code on




17









 












	 	 	 	Take-overs and Mergers) who or which is not a member of the Lim Family;






	 	11.4.13	 	“Total Capitalisation” means, at any date of determination, Total Net
Funded Debt plus the consolidated stockholders’ equity of the Group at
such date determined in accordance with GAAP and derived from the then
latest unaudited and consolidated accounts of the Guarantor delivered to
the Agent in the case of the first three (3) quarters of each financial year
and the then latest Accounts delivered to the Agent in the case of the final
quarter of each financial year;
	 
	 	11.4.14	 	“Total Net Funded Debt” means, as at any relevant date:






	 	(a)	 	Indebtedness of the Group; and
	 
	 	(b)	 	the amount of any Indebtedness of any person
which is not a member of the Group but which is guaranteed by a
member of the Group as at such date;






	 	 	 	less an amount equal to any Cash Balance as at such date.






	 	11.5	 	Save as specified in Clause 11.1.2, the ratios referred to in Clause 11.1
will be measured on a quarterly basis by reference to the consolidated accounts of
the Guarantor.






	12	 	Discharge






	 	12.1	 	Subject to Clause 4.3, following the irrevocable repayment or payment to the
Lenders or the Agent (for itself and on behalf of the Lenders) of all the Outstanding
Indebtedness the Beneficiaries will at the Guarantor’s request return this Deed to
the Guarantor and shall, at the request and cost of the Guarantor, transfer to the
Guarantor such rights as the Beneficiaries may at such time have in the security for
the Outstanding Indebtedness and to the proceeds of any such rights or security.






	13	 	Assignment and Transfer






	 	13.1	 	This Deed shall be binding upon and enure to the benefit of the
Beneficiaries and their successors and permitted assigns and transferees.
	 
	 	13.2	 	The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.
	 
	 	13.3	 	The Lenders and/or the Agent may transfer their respective rights hereunder
to any person to whom their respective rights and obligations under the Loan
Agreement are transferred in accordance with the Loan Agreement.
	 
	 	13.4	 	Any Finance Party may disclose to any of its Affiliates and to the following
other persons:






	 	(a)	 	any person to (or through) whom that Lender assigns or
transfers (or may potentially assign or transfer) all or any of its rights and
obligations under this Deed;





18









 






	 	(b)	 	any person with (or through) whom that Lender enters into (or may
potentially enter into) any sub-participation in relation to, or any other
transaction under which payments are to be made by reference to, this Deed
or any Obligor;
	 
	 	(c)	 	any person to whom, and to the extent that, information is
required to be disclosed by any applicable law or regulation;
	 
	 	(d)	 	any other Finance Party, or any employee, officer, director or
representative of such entity which needs to know such information or receive
such document in the course of such person’s employ or duties;
	 
	 	(e)	 	Coface, or any employee, officer, director or representative
of such entity which needs to know such information or receive such document
in the course of such person’s employ or duties;
	 
	 	(f)	 	the Guarantor or any other member of the Group, or any
employee, officer, director or representative of such entity which needs to
know such information or receive such document in the course of such person’s
employ or duties; or
	 
	 	(g)	 	auditors, insurance and reinsurance brokers, insurers and
reinsurers and professional advisers, including legal advisers, which need to
know such information,






	 	 	 	any information about any Obligor, this Deed and the other Security Documents as
that Finance Party shall consider appropriate. Each of the Finance Parties may also
disclose to the Builder, or any employee, officer, director or representative of
the Builder which needs to know such information or receive such document in the
course of such person’s employ or duties, such information about any Obligor, this
Deed and the other Security Documents as that Finance Party reasonably considers
normal practice for a French export credit.
	 
	 	 	 	Each of the Finance Parties acknowledges that all information received now or in
the future from or on behalf of the Obligors under or pursuant to or in connection
with the Transaction Documents or the Coface Insurance Policy (other than any
information which is in the public domain other than as a result of a breach of
this Clause) is confidential information and undertakes to advise this fact to any
recipient of any such information under this Clause.






	 	13.5	 	A person (including any body of persons) who is not a party to this Deed has
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists
or is available apart from that Act.






	14	 	Miscellaneous Provisions






	 	14.1	 	No failure to exercise and no delay in exercising on the part of the
Beneficiaries or any of the other Finance Parties any right or remedy under this Deed
or under any other of the Security Documents shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy. No waiver by
the




19









 






	 	 	 	Beneficiaries or any of the other Finance Parties shall be effective unless it is
in writing.






	 	14.2	 	The rights and remedies of the Finance Parties provided herein and in the
other Security Documents are cumulative and not exclusive of any rights or remedies
provided by law.
	 
	 	14.3	 	If any provision of this Deed or the Loan Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such
provision in any other jurisdiction.
	 
	 	14.4	 	Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.






	15	 	Waiver of Immunity






	 	15.1	 	The Guarantor irrevocably and unconditionally:






	 	15.1.1	 	waives any right of immunity which it or its assets now has or may
hereafter acquire in relation to any legal proceedings (including, but
without limitation, actions in rem and/or in personam) brought against it or
its assets by the Beneficiaries in relation to this Deed; and
	 
	 	15.1.2	 	consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.






	16	 	Notices






	 	16.1	 	Each notice, demand or other communication to be made under this Deed shall
be made in writing which, unless otherwise stated, includes telefax.
	 
	 	16.2	 	Any notice, demand or other communication to be made or delivered by the
Agent to the Guarantor pursuant to this Deed shall (unless the Guarantor has by
fifteen (15) days’ written notice to the Agent specified another address) be made or
delivered to the Guarantor at 7665 Corporation Center Drive, Miami, Florida 33126,
United States of America marked for the attention of Ms Bonnie Biumi (telefax no. +1
305 436 4140) and the Legal Department (telefax no. +1 305 436 4117) and shall be
deemed to have been made or delivered (in the case of telefax) when transmission of
such telefax communication has been completed or (in the case of any letter) when
delivered to the aforesaid address or (as the case may be) five (5) days after being
deposited in the post first class postage prepaid in an envelope addressed to it at
that address. Any notice, demand or other communication to be made or delivered by the
Guarantor to the Agent pursuant to this Deed shall (unless the Agent has by fifteen
(15) days’ written notice to the Guarantor specified another address) be made or
delivered to the Agent (for itself and on behalf of the Lenders) at its office for the
time being which is at present at BNP Paribas, ECEP/Export Finance, ACI:CHDESAl, 37
Place du Marche Saint-Honore, 75031 Paris Cedex 01, France marked for
the attention of




20









 






	 	 	 	Mrs Dominique Laplasse (telefax no. +33 1 43 16 81 84) and shall be deemed to have
been made or delivered (in the case of telefax) when transmission of such telefax
communication has been completed or (in the case of any letter) when delivered to
the aforesaid address or (as the case may be) five (5) days after being deposited
in the post first class postage prepaid in an envelope addressed to it at that
address.
	 	16.3	 	Each notice, demand or other communication made or delivered by one (1)
party to the other pursuant to this Deed shall be in the English language or
accompanied by a certified English translation.






	17	 	Governing Law






	 	 	This Deed shall be governed by and construed in accordance with the laws of England.






	18	 	Jurisdiction






	 	18.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Deed) (a “Dispute”). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no party will argue to the contrary.


This Clause 18.1 is for the benefit of the Beneficiaries only. As a result, such
party shall not be prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, such party may take
concurrent proceedings in any number of jurisdictions.
	 
	 	18.2	 	The Guarantor may not, without the Agent’s prior written consent, terminate
the appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Guarantor shall within fourteen (14) days appoint a
company which has premises in London and has been approved by the Agent to act as the
Guarantor’s process agent with unconditional authority to receive and acknowledge
service on behalf of the Guarantor of all process or other documents connected with
proceedings in the English courts which relate to this Deed.
	 
	 	18.3	 	For the purpose of securing its obligations under Clause 18.2, the Guarantor
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 18.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Guarantor’s process agent in England with the unconditional authority described in
Clause 18.2.
	 
	 	18.4	 	No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Guarantor of the service of any
process or to forward any process to the Guarantor) shall invalidate any proceedings
or judgment.
	 
	 	18.5	 	The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf service of process in England of any legal
proceedings with respect to this Deed.




21









 






	 	18.6	 	A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Guarantor and may be enforced
without review in any other jurisdiction.
	 
	 	18.7	 	Nothing in this Clause shall exclude or limit any right which the
Beneficiaries, may have (whether under the laws of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the service of
process, the recognition or enforcement of a judgment or any similar or related matter
in any jurisdiction.
	 
	 	18.8	 	In this Clause “judgment” includes order, injunction, declaration and any
other decision or relief made or granted by a court.




IN WITNESS whereof this Deed of Guarantee and Indemnity has been executed by the parties hereto on
the day first written above.




	 	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Colin Veitch 
	for and on behalf of

	 	 	 	 	)	 	 	 
	NCL CORPORATION LTD.

	 	 	 	 	)	 	 	 
	acting by Colin Veitch

	 	 	 	 	)	 	 	 
	its duly appointed attorney-in-fact

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Paul Alan Turner
	 	 	)	 	 	 
	 

	 	PAUL ALAN TURNER
	 	 	)	 	 	 
	 

	 	SOLICITOR, CLIFFORD CHANCE LLP	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Signature Illegible 
	for and on behalf of

	 	 	 	 	)	 	 	 
	BNP PARIBAS

	 	 	 	 	)	 	 	 
	as a Lender Sandrine FERDANE

	 	 	 	 	)	 	 	 
	acting by Jean-Daniel AMSLER

	 	 	 	 	)	 	 	 
	its duly appointed AUTHORIZED SIGNATORIES

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jean Philippe POIRIER
	 	 	)	 	 	 
	 

	 	MANAGER, BNP PARIBAS	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Signature Illegible 
	for and on behalf of

	 	 	 	 	)	 	 	 
	CALYON

	 	 	 	 	)	 	 	 
	acting by Jerome LEBLOND

	 	 	 	 	)	 	 	 
	its duly appointed attorney-in-fact

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jean Philippe POIRIER
	 	 	)	 	 	 
	 

	 	MANAGER, BNP PARIBAS	 	 	 	 	 	 







22









 





	 	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Signature Illegible 
	for and on behalf of

	 	 	 	 	)	 	 	 
	HSBC FRANCE Gilles PINOT

	 	 	 	 	)	 	 	 
	acting by Erick DADAT

	 	 	 	 	)	 	 	 
	its duly appointed Authorized Signatories

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jean Philippe POIRIER
	 	 	)	 	 	 
	 

	 	MANAGER, BNP PARIBAS
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Signature Illegible 
	for and on behalf of

	 	 	 	 	)	 	 	 
	SOCIETE GENERALE Isabella GUILLOU

	 	 	 	 	)	 	 	 
	acting by Deputy Global Head of Export Finance

	 	 	 	 	)	 	 	 
	its duly appointed Authorized Signatory

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jean Philippe POIRIER
	 	 	)	 	 	 
	 

	 	MANAGER, BNP PARIBAS
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Signature Illegible 
	for and on behalf of

	 	 	 	 	)	 	 	 
	BNP PARIBAS

	 	 	 	 	)	 	 	 
	as
the Agent Sandrine FERDANE

	 	 	 	 	)	 	 	 
	acting
by Jean-Daniel AMSLER

	 	 	 	 	)	 	 	 
	its duly appointed AUTHORIZED SIGNATORIES

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jean Philippe POIRIER
	 	 	)	 	 	 
	 

	 	MANAGER, BNP PARIBAS
	 	 	)	 	 	 






23










 





Schedule 1




Quarterly Statement of Financial Covenants




	 	 	 
	TO:

	 	BNP PARIBAS
	 

	 	ECEP/Export Finance
	 

	 	ACI:CHDESA1
	 

	 	37 Place du Marché Saint-Honoré
	 

	 	75031 Paris Cedex 01
	 

	 	France
	 
	 	 
	 

	 	Attn: Mrs Dominique Laplasse
	 
	 	 
	 

	 	(as the Agent (as such term is defined in the Guarantee (as hereinafter defined))





We refer to clause 11 of the guarantee dated • 2006 (as amended, varied and/or supplemented from
time to time the “Guarantee”) issued by us in favour of the Beneficiaries. Terms defined in the
Guarantee, whether by reference to the Loan Agreement (as therein defined) or otherwise, shall have
the same meanings herein.



We hereby certify the amounts set out in the attached schedule as at the last day of the financial
quarter ending           20 [ ] for NCL Corporation Ltd. (the “Guarantor”) and its
subsidiaries on a consolidated basis. We also hereby certify that the Guarantor is in compliance
with all the financial covenants set out in clauses 11.1 and 11.3 of the Guarantee and that no
Event of Default has occurred and remains unremedied.



NCL CORPORATION LTD.




	 	 	 
	 

By: [               ]

	 	 
	Chief Financial Officer
	 	 
	 
	 	 
	Dated:                    20[  ]

	 	 






24









 





Schedule




Statement of Financial Covenants as of [  ] 20[  ] (in USD’000)




	 	 	 	 	 	 	 
	Clause (of	 	 	 	 	 	 
	Guarantee)	 	 	 	As
of [•]	 	Required Covenants
	11.1.1/

	 	Free Liquidity
	 	A
	 	A>[**] [Confidential Treatment]
	11.1.2(b)** [Confidential Treatment]

	 	 	 	 	 	(11.1.1)** [Confidential Treatment]
	 

	 	 	 	 	 	A>[**] [Confidential Treatment]
	 

	 	 	 	 	 	(11.1.2(b))** [Confidential Treatment]
	11.1.2(a)

	 	Consolidated EBITDA:
	 	B
	 	>[**] [Confidential Treatment]
	 
	 	 	 	 	 	 
	 

	 	Consolidated Debt Service	 	C	 	 
	 
	 	 	 	 	 	 
	11.1.3

	 	Total Net Funded Debt:
	 	D
	 	<[**] [Confidential Treatment] up to
	 

	 	 	 	 	 	31 December 2007<[**] [Confidential Treatment] thereafter
	 
	 	 	 	 	 	 
	 

	 	Total Capitalisation	 	E	 	 
	 
	 	 	 	 	 	 
	 

	 	Consolidated EBITDA	 	 	 	 
	 

	 	Consolidated Net Income (loss)
	 	 	 	x
	(Deduct)/Add:

	 	(Gain)/Loss on sale of assets or reserves
	 	 	 	x
	Add:

	 	Consolidated Interest Expense
	 	 	 	x
	Add:

	 	Depreciation and amortisation of assets
	 	 	 	x
	Add:

	 	Impairment charges
	 	 	 	x
	(Deduct)/Add:

	 	Other non-recurring charge (gain)
	 	 	 	x
	Add:

	 	Deferred income tax expense
	 	 	 	x
	 

	 	Consolidated EBITDA
	 	 	 	x          B
	 

	 	Consolidated Debt Service	 	 	 	 
	 

	 	Principal paid/payable (excluding balloon	 	 	 	 
	 

	 	payments, voluntary prepayments/repayments
	 	 	 	x
	 

	 	on sale/total loss of an NCLC Fleet Vessel)	 	 	 	 
	Add:

	 	Consolidated Interest Expense
	 	 	 	x
	 

	 	Distributions
	 	 	 	x
	 

	 	Rent under capitalised leases
	 	 	 	x
	 

	 	Consolidated Debt Service
	 	 	 	x          C
	 

	 	Total Net Funded Debt	 	 	 	 
	 

	 	Indebtedness
	 	 	 	x
	Add:

	 	Guarantees of non-NCLC Group
members’ obligations	 	 	 	 
	 

	 	 
	 	 	 	x
	 
	 	 	 	 	 	 
	Deduct:

	 	Cash Balance
	 	 	 	(x)
	 

	 	Total Net Funded Debt
	 	 	 	(x)       D
	 

	 	Total Capitalisation	 	 	 	 
	 

	 	Total Net Funded Debt
	 	 	 	x
	Add:

	 	Consolidated stockholders’ equity
	 	 	 	x
	 

	 	Total Capitalisation
	 	 	 	x          E








25









 





For and on behalf of NCL CORPORATION LTD.




	 	 	 
	 

[               ]

	 	 





I, [      ], the officer primarily responsible for the financial management of the Group,
hereby declare that, to the best of knowledge and belief, the above Statement of Financial
Covenants as of [  ] 20[ ], in my opinion, is true and correct.




	 	 	 
	 

[               ]

	 	 
	Chief Financial Officer
	 	 
	NCL CORPORATION LTD.
	 	 
	 
	Dated:

	 	20[  ]





 






	**	 	Evidence satisfactory to the Agent of A at all times during the relevant period shall
be provided together with this statement




26









 











Schedule 2




Particulars of Agent and Lenders




	 	 	 	 	 
	Name	 	Registered Address	 	Registered Number with the
	 	 	 	 	Registry of Trade and
	 	 	 	 	Companies
	BNP PARIBAS

	 	16 boulevard des Italiens,
	 	662 042 449 (RCS Paris)
	(as Agent and Lender)

	 	75009 Paris, France	 	 
	 
	 	 	 	 
	CALYON

	 	9 quai du Président Paul
	 	304 187 701 (RCS Nanterre)
	(as Lender)

	 	Doumer, 92920 Paris La Défense

Cedex, France	 	 
	 
	 	 	 	 
	HSBC FRANCE

	 	103 avenue des Champs
	 	775 670 284 (RCS Paris)
	(as Lender)

	 	Elysées, 75419 Paris, Cedex 08,

France	 	 
	 
	 	 	 	 
	SOCIETE GENERALE

	 	29 boulevard Haussmann,
	 	552 120 222 (RCS Paris)
	(as Lender)

	 	75009 Paris, France	 	 
	 
	 	 	 	 
	each a French
société anonyme	 	 







27