EX-4.28 Second Supplemental Deed - Nov 13, 2006



 





Exhibit 4.28



[Confidential Treatment]



DATED
13 NOVEMBER 2006




NCL CORPORATION LTD.

(as borrower)




NORWEGIAN SPIRIT, LTD.

NORWEGIAN STAR LIMITED

PRIDE OF ALOHA, INC.

(as guarantors)




DnB NOR BANK ASA

(as agent)



 






SECOND SUPPLEMENTAL DEED TO

USD800,000,000 SECURED LOAN FACILITY AGREEMENT

dated 7 July 2004 (among other things)



 






[**] [Confidential Treatment]





 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1
	 	Definitions and Construction	 	 	2	 
	 
	 	 	 	 	 	 
	2
	 	Amendment of Original
Facility Agreement, Original Mortgages and other Security Documents	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Conditions Precedent	 	 	3	 
	 
	 	 	 	 	 	 
	4
	 	Representations and Warranties	 	 	5	 
	 
	 	 	 	 	 	 
	5
	 	Expenses	 	 	6	 
	 
	 	 	 	 	 	 
	6
	 	Further Assurance	 	 	6	 
	 
	 	 	 	 	 	 
	7
	 	Counterparts	 	 	6	 
	 
	 	 	 	 	 	 
	8
	 	Notices	 	 	6	 
	 
	 	 	 	 	 	 
	9
	 	Governing Law	 	 	7	 
	 
	 	 	 	 	 	 
	10
	 	Jurisdiction	 	 	7	 
	 
	 	 	 	 	 	 
	Schedule 1
	 	Amendment of Original Facility Agreement	 	 	10	 
	 
	 	 	 	 	 	 
	Schedule 2
	 	Amendment of Original Mortgages -
m.v.s “NORWEGIAN SPIRIT” and	 	 	12	 
	 
	 	“NORWEGIAN STAR”	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule 3
	 	Amendment of Original Mortgage -
m.v. “PRIDE OF ALOHA”	 	 	13	 
	 
	 	 	 	 	 	 
	Schedule 4
	 	Quarterly Statement of Financial Covenants	 	 	14	 






 









 







SECOND SUPPLEMENTAL DEED




DATED
13 NOVEMBER 2006




BETWEEN:





	(1)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the “Borrower”);
	 
	(2)	 	NORWEGIAN SPIRIT, LTD., a company incorporated under the laws of Bermuda and having its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (“Norwegian
Spirit”);
	 
	(3)	 	NORWEGIAN STAR LIMITED, a company incorporated under the laws of the Isle of Man and having
its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man
IM2 4RB, British Isles (“Norwegian Star”);
	 
	(4)	 	PRIDE OF ALOHA, INC., a corporation organised under the laws of the State of Delaware, United
States of America and having its registered office at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America “Pride of Aloha” and together
with Norwegian Spirit and Norwegian Star the “Guarantors”); and
	 
	(5)	 	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Lenders
(the “Agent”).





WHEREAS:





	(A)	 	By a secured loan facility agreement dated 7 July 2004 as amended by a first supplemental
deed thereto dated as of 30 September 2005 (the “Original Facility Agreement”) made between
(among others) (1) the Borrower as borrower (2) the banks whose names and Lending Branches
appear in schedule 1 to the Facility Agreement as lenders (the “Lenders”) and (3) the Agent,
the Lenders agreed to make available to the Borrower a loan facility of up to eight hundred
million Dollars (USD800,000,000) (the “Facility”). The repayment of the Facility by the
Borrower has been secured by (among other things) guarantees and indemnities dated 16 July
2004 granted by the Guarantors each as amended by the said first supplemental deed dated as of
30 September 2005 and mortgages dated 16 July 2004 granted by the Guarantors respectively over
m.v.s NORWEGIAN SPIRIT”, “NORWEGIAN STAR” and “PRIDE OF ALOHA” each as amended by the said
first supplemental deed dated as of 30 September 2005 (the “Original Mortgages”).
	 
	(B)	 	The Borrower has requested the consent of the Lenders and the Agent to the amendment of
certain provisions of the Original Facility Agreement and the Original Mortgages to conform
such provisions to similar provisions in other loan documentation to which the Borrower and/or
other members of the NCLC Group are party. This Deed shall be executed as a deed.





NOW THIS DEED WITNESSES as follows:




 









 







	1	 	Definitions and Construction






	 	1.1	 	In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Facility Agreement shall have the meanings
set out therein. In addition, the following terms and expressions shall have the
meanings set out below:
	 
	 	 	 	“Facility Agreement” means the Original Facility Agreement as amended by this Deed;
and
	 
	 	 	 	“Mortgage” means an Original Mortgage as amended by this Deed.
	 
	 	1.2	 	The provisions of Clauses 1.2 and 1.3 of the Facility Agreement shall apply
hereto (mutatis mutandis).






	2	 	Amendment of Original Facility Agreement, Original Mortgages and other Security Documents






	 	2.1	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Facility Agreement shall be read and construed as if:






	 	2.1.1	 	the clauses referred to in the first column of Schedule 1 had
been amended to read as set out in the second column of Schedule 1; and
	 
	 	2.1.2	 	schedule 6 had been deleted and substituted with Schedule 4.






	 	2.2	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the deeds of covenants forming part of the Original Mortgages granted by Norwegian
Spirit and Norwegian Star over their Vessels shall be read and construed as if the
clause referred to in the first column of Schedule 2 had been amended to read as set
out in the second column of Schedule 2.
	 
	 	2.3	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Mortgage granted by Pride of Aloha over its Vessel shall be read and
construed as if the clause referred to in the first column of Schedule 3 had been
amended to read as set out in the second column of Schedule 3.
	 
	 	2.4	 	The Borrower and each of the Guarantors hereby confirms to the Agent that with
effect from the date of this Deed:






	 	2.4.1	 	all references to the Original Facility Agreement in the
Security Documents to which it is a party shall be construed as references to
the Facility Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Facility Agreement shall be
defined by reference to the Facility Agreement;
	 
	 	2.4.2	 	the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Facility Agreement;
	 
	 	2.4.3	 	its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the




2









 






	 	 	 	execution of this Deed or of any of the documents or transactions
contemplated hereby; and
	 
	 	2.4.4	 	its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Facility Agreement and the other Security Documents as
amended by this Deed.






	 	2.5	 	Except as expressly amended hereby or pursuant hereto the Original Facility
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.






	3	 	Conditions Precedent






	 	3.1	 	The consent of the Agent for itself and on behalf of the Lenders to the
variation of the provisions of the Original Facility Agreement and the Original
Mortgages is conditional upon and shall not be effective unless and until the Agent has
received the following in form and substance satisfactory to it:






	 	3.1.1	 	on the date of this Deed, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantors;
	 
	 	3.1.2	 	a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantors as agent for service of process in England
in respect of this Deed;
	 
	 	3.1.3	 	the following corporate documents in respect of each of the
Borrower and the Guarantors (together the “Relevant Parties”):






	 	(a)	 	Certified Copies of any consents required from
any ministry, governmental, financial or other authority for the
execution of and performance by the respective Relevant Party of its
obligations under this Deed or if no such consents are required a
certificate from a duly appointed officer of the Relevant Party to this
effect confirming that no such consents are required;
	 
	 	(b)	 	notarially attested secretary’s certificate of
each of the Relevant Parties:






	 	(i)	 	attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;
	 
	 	(ii)	 	giving the names of its present
officers and directors;
	 
	 	(iii)	 	setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Party’s obligations under this
Deed;




3









 






	 	(iv)	 	giving the legal owner of its shares and the number of such shares held;
	 
	 	(v)	 	attaching copies of resolutions
passed at duly convened meetings of the directors and, if
required by the Agent, the shareholders or members of each of
the Relevant Parties authorising (as applicable) the execution
of this Deed, in the case of Pride of Aloha, the second
amendment to the Original Mortgage over m.v. “PRIDE OF ALOHA”
and the issue of any power of attorney to execute the same; and
	 
	 	(vi)	 	containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;






	 	 	 	or (if applicable) certifying that there has been no change to the
statements made in his or her secretary’s certificate last provided
to the Agent with respect to paragraphs (b)(i), (ii), (iii), (iv)
and (vi) of this Clause 3.1.3(b) and attaching copies of resolutions
passed at duly convened meetings of the directors and, if required
by the Agent, the shareholders or members of each of the Relevant
Parties authorising (as applicable) the execution of this Deed, in
the case of Pride of Aloha, the second amendment to the Original
Mortgage over m.v. “PRIDE OF ALOHA” and the issue of any power of
attorney to execute the same;






	 	3.1.4	 	the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;
	 
	 	3.1.5	 	a second amendment to the Mortgage over m.v. “PRIDE OF ALOHA”
duly executed and lodged for recordation at the United States Coast Guard
National Vessel Documentation Center;
	 
	 	3.1.6	 	a Certified Copy of each of the following:






	 	(a)	 	letters from each of the Guarantors to the
relevant Manager in respect of its Vessel; and
	 
	 	(b)	 	a letter from the relevant Manager to the
Sub-Agent in the case of m.v. “PRIDE OF ALOHA”,






	 	 	 	notifying of the provisions of clause 6.1.15(c) of the two (2) deeds of
covenants collateral to the two (2) first priority statutory Bahamian ship
mortgages granted by each of Norwegian Spirit and Norwegian Star over its
Vessel or clause 5.5.15(c) of the first preferred US ship mortgage granted
by Pride of Aloha over its Vessel (as applicable); and






	 	(c)	 	the issue of such favourable written legal opinions including
in respect of the United States of America, Delaware, Bermuda and the Isle of
Man in such form as the Agent may require relating to all aspects of the
transactions contemplated hereby governed by any applicable law,





4









 






	 	 	 	PROVIDED THAT no Event of Default and (save as disclosed in writing to the Agent
before the date of this Deed) no Possible Event of Default has occurred and is
continuing on the date on which the conditions precedent set out in this Clause 3.1
have been satisfied (subject to Clause 3.2).
	 
	 	3.2	 	If the Agent in accordance with clause 22 of the Original Facility Agreement
decides to permit the amendment of the Original Facility Agreement and the Original
Mortgages hereby without having received all of the documents or evidence referred to
in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or
evidence to the Agent within fourteen (14) days of the date of this Deed (or such other
period as the Agent may stipulate) and the amendment of the Original Facility Agreement
and the Original Mortgages as aforesaid shall not be construed as a waiver of the
Agent’s right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Agent or the Lenders any obligation to permit the amendment in
the absence of such documents or evidence.






	4	 	Representations and Warranties






	 	4.1	 	The Borrower and each of the Guarantors represents and warrants to the Agent
that:






	 	4.1.1	 	it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions and documents;
	 
	 	4.1.2	 	this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;
	 
	 	4.1.3	 	its entry into and performance of this Deed and the
transactions contemplated hereby do not and will not 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 it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Agent;
	 
	 	4.1.4	 	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 each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;




5









 






	 	4.1.5	 	all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby 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; and
	 
	 	4.1.6	 	it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Agent in deciding whether or not
to enter into this Deed.






	5	 	Expenses
	 
	 	 	The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent on
demand on a full indemnity basis for the reasonable charges and expenses (together with
value added tax or any similar tax thereon and including without limitation the fees and
expenses of legal and other advisers) incurred by the Agent in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and any other
documents required in connection with the implementation of this Deed.
	 
	6	 	Further Assurance
	 
	 	 	The Borrower and each of the Guarantors 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 this Deed or any of the documents
contemplated hereby or securing to the Agent the full benefit of the rights, powers and
remedies conferred upon the Agent in any such document.
	 
	7	 	Counterparts
	 
	 	 	This Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
	 
	8	 	Notices






	 	8.1	 	Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantors pursuant to this Deed shall (unless the
Borrower or a Guarantor has by fifteen (15) days’ written notice to the Agent specified
another address) be made or delivered to the Borrower and/or the Guarantors c/o 7665
Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the
attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall suffice))
with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah, PO Box No.
288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the attention of
Mr Gerard Lim). Any notice, demand or other communication to be made or delivered by
the Borrower or a Guarantor pursuant to this Deed shall (unless the Agent has by
fifteen (15) days’ written notice to the Borrower and the Guarantor specified another
address) be made or delivered to the Agent at its Office, the details of which are set
out in schedule 1 of the Original Facility Agreement.




6









 






	 	8.2	 	Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantors is +1 305 436 4140 (marked for the
attention of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent is as recorded in schedule 1 of the Original Facility
Agreement) specified by it from time to time for the purpose and shall be deemed to
have been received when transmission of such telefax communication has been completed.
Each such telefax communication, if made to the Agent by the Borrower or a Guarantor,
shall be signed by the person or persons authorised in writing by the Borrower or the
Guarantor (as the case may be) and whose signature appears on the list of specimen
signatures contained in the secretary’s certificate required to be delivered by Clause
3 and shall be expressed to be for the attention of the department or officer whose
name has been notified for the time being for that purpose by the Agent to the Borrower
and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 23.1, 23.5 and 23.6 of the Original Facility
Agreement shall apply to this Deed.






	9	 	Governing Law
	 
	 	 	This Deed shall be governed by English law.
	 
	10	 	Jurisdiction






	 	10.1	 	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 Agreement) (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 10.1 is for the benefit of the Agent only. As a result, no such party
shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, any such party may take concurrent
proceedings in any number of jurisdictions.
	 
	 	10.2	 	Neither the Borrower nor the Guarantors may, 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 Borrower and/or the Guarantors (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrower’s and/or the
Guarantors’ (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantors of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.
	 
	 	10.3	 	For the purpose of securing its obligations under Clause 10.2, the Borrower and
each of the Guarantors irrevocably agrees that, if it for any reason fails to appoint a
process agent within the period specified in Clause 10.2, the Agent may appoint any
person (including a company controlled by or associated with the Agent or any Lender)
to act as the Borrower’s or that Guarantor’s (as the case may be)




7









 







	 	 	 	process agent in England with the unconditional authority described in Clause 10.2.
	 
	 	10.4	 	No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantors (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantors (as the case may be)) shall invalidate any proceedings or judgment.
	 
	 	10.5	 	The Borrower and each of the Guarantors 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.
	 
	 	10.6	 	A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantors (as
the case may be) and may be enforced without review in any other jurisdiction.
	 
	 	10.7	 	Nothing in this Clause shall exclude or limit any right which the Agent 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.
	 
	 	10.8	 	In this Clause “judgment” includes order, injunction, declaration and any other
decision or relief made or granted by a court.




IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the
day and year first before written.




	 	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Colin Veitch
	by Colin Veitch

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	NCL CORPORATION LTD.

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Mark E. Warren
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Vijay Jeyaratnam
	by
Vijay Jeyaratnam

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	NORWEGIAN
SPIRIT LTD.

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	

	 	Trainee Solicitor	 	 	)	 	 	 
	

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	

	 	London, EC4M 8SH
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 






8









 





	 	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Vijay Jeyaratnam
	by Vijay Jeyaratnam

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	NORWEGIAN STAR LIMITED

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

	 	London EC4M 8SH
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Vijay Jeyaratnam
	by Vijay Jeyaratnam

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	PRIDE OF ALOHA, INC.

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

	 	London EC4M 8SH
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Julie Clegg
	by Julie Clegg

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	DnB NOR BANK ASA

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

	 	London EC4M 8SH
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 






9









 






Schedule 1




Amendment of Original Facility Agreement




	 	 	 
	Definition/Clause	 	Amendment
	Clause 10.2.21

	 	Completeness of documents The copies of the MOA, the
Management Agreements, the Sub-Agency Agreement and any
other relevant third party agreements 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 no amendments thereto or variations
thereof have been agreed other than (if applicable), in
the case of the Management Agreements and the Sub-Agency
Agreement, in accordance with clause 6.1.15 of the two
(2) deeds of covenants collateral to the two (2) first
priority statutory Bahamian ship mortgages granted by
each of Norwegian Spirit and Norwegian Star over its
Vessel or clause 5.5.15 of the first preferred US ship
mortgage granted by Pride of Aloha over its Vessel nor
has any action been taken by the parties thereto which
would in any way render such document inoperative or
unenforceable.
	 
	 	 
	Clause 11.2.1(e)

	 	within fifteen (15) days of a request from the Agent
(but at intervals no more frequently than annually at
the Borrower’s expense unless an Event of Default has
occurred and is continuing), a valuation of each of the
Vessels obtained in accordance with the provisions of
Clause 11.17;
	 
	 	 
	Clause 11.3.3

	 	as at 30 September 2006 and as at the end of each
subsequent financial quarter, the ratio of Total Net
Funded Debt to Total Capitalisation of the NCLC Group
shall not exceed [**] [Confidential Treatment].
	 
	 	 
	 

	 	Amounts available for drawing under the Facility or any
other revolving or other credit facilities of the NCLC
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.






10









 







	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.17.1

	 	Each of the Vessels shall for the purposes of this
Clause 11.17 be valued in Dollars by two (2) independent
firms of shipbrokers or shipvaluers nominated by the
Borrower and approved by the Agent (acting on the
instructions of the Majority Lenders) or failing such
nomination and approval, appointed by the Agent (acting
on such instructions) in its sole discretion (each such
valuation to be made without, unless reasonably required
by the Agent, physical inspection and on the basis of a
sale for prompt delivery for cash at arm’s length on
normal commercial terms as between a willing buyer and a
willing seller without taking into account the benefit
of any charterparty or other engagement concerning the
Vessel). Such valuations shall be obtained within
fifteen (15) days of a request from the Agent but no
more frequently than annually at the Borrower’s expense
(unless an Event of Default has occurred and is
continuing) PROVIDED HOWEVER that if the Borrower has
requested the drawdown of the Term Loan Facility or the
advance of a Drawing pursuant to Clause 2.3 and, at such
time, such valuations are more than ninety (90) days
old, the Borrower shall, upon the Agent’s request and at
the Borrower’s additional expense, obtain new valuations
at that time. The average of the valuations shall
constitute the value of the Vessel for the purposes of
this Clause 11.17.






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Schedule 2




Amendment of Original Mortgages – m.v.s “NORWEGIAN SPIRIT” and “NORWEGIAN STAR”




	 	 	 
	Definition/Clause	 	Amendment
	Clause 6.1.15

	 	except with the prior consent of the Mortgagee, not:
	 
	 	 
	 

	 	(a) permit any person other than the relevant Manager to be the manager of, including providing
crewing services to, the Vessel;

	 
	 	 
	 

	 	(b) permit any amendment to be made to the terms of the management agreement in respect of the
Vessel unless the amendment is advised by the Owner’s tax counsel or is deemed necessary by the
parties thereto 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

	 
	 	 
	 

	 	(c) permit the Vessel to be employed other than within the NCL or NCL America brand (as
applicable).







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Schedule 3




Amendment of Original Mortgage – m.v. “PRIDE OF ALOHA”




	 	 	 
	Definition/Clause	 	Amendment
	Clause 5.5.15

	 	except with the prior consent of the Mortgagee, not:
	 
	 	 
	 

	 	(a)  permit any person other than the relevant Manager and the Sub-Agent to be the managers of,
including providing crewing services to, the Vessel;

	 
	 	 
	 

	 	(b)  permit any amendment to be made to the terms of the Management Agreement or the Sub-Agency
Agreement unless the amendment is advised by the Owner’s tax counsel or is deemed necessary by the
parties thereto 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

	 
	 	 
	 

	 	(c)  permit the Vessel to be employed other than within the NCL or NCL America brand (as
applicable).







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Schedule 4




Quarterly Statement of Financial Covenants





			
	TO:	 	DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Attn: Mr Jon Flovik




We refer to clause 11.3 of the loan facility agreement dated 7 July 2004 (as amended, varied and/or
supplemented from time to time) (the “Facility Agreement”) between (among others) you as agent and
ourselves as borrower. Terms defined in the Facility Agreement 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 “Borrower”) and its
subsidiaries on a consolidated basis. We also hereby certify that the Borrower is in compliance
with all the financial covenants set out in clause 11.3 of the Facility Agreement [[and that no
Event of Default or Possible Event of Default has occurred and is continuing][an [Event of
Default][Possible Event of Default] has occurred and is continuing under clause 13.1.[                     ] of the
Facility Agreement and the following step[s][is/are] being taken to cure the same: [                     ]]].




NCL CORPORATION LTD.




                                                            

By:         [                           ]

Chief Financial Officer




Dated:            20[                     ]




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Schedule




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




	 	 	 	 	 	 	 
	Clause (of	 	 	 	 	 	 
	Facility	 	 	 	 	 	 
	Agreement)	 	 	 	as of [ • ]	 	Required Covenants
	11.3.1/
	 	Free Liquidity	 	A	 	A>[**] [Confidential Treatment]

	11.3.2(b)**
	 	 	 	 	 	(11.3.1)**
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	A>[**] [Confidential Treatment]

	 
	 	 	 	 	 	(11.3.2(b))**
	 
	 	 	 	 	 	 
	11.3.2(a)
	 	Consolidated EBITDA:	 	B	 	>[**] [Confidential Treatment]

	 
	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	C	 	 
	 
	 	 	 	 	 	 
	11.3.3
	 	Total Net Funded Debt:	 	D	 	<[**] [Confidential Treatment] 
	 
	 	 	 	 	 	 
	 
	 	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-cash charges (gains)	 	 	x	 	 	 
	Add:
	 	Deferred income tax expense	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	Consolidated EBITDA	 	 	x	 	 	B
	 
	 	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	 	 	 	 	 
	 
	 	Principal paid/payable (excluding balloon payments, voluntary	 	 	x	 	 	 
	 
	 	prepayments/repayments 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 for Borrowed Money	 	 	x	 	 	 
	Add:
	 	Guarantees of non-NCLC Group members' obligations	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	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
	 
	 	 	 	 	 	 	 






15









 







For and on behalf of NCL CORPORATION LTD.




                                                            

[            ]



I, [       ], the officer primarily responsible for the financial management of the NCLC
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






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