EX-4.29 First Supplemental Deed - Nov. 13, 2006



 





Exhibit 4.29



[Confidential Treatment]



DATED
13 NOVEMBER 2006




NCL CORPORATION LTD.

(as Indemnifier)




NORWEGIAN SUN LIMITED

(as owner)




DnB NOR BANK ASA

(as agent)



 






FIRST SUPPLEMENTAL DEED TO

LETTERS OF CREDIT

FACILITY AGREEMENT

dated 23 September 2005 (among other things)



 






[**] [Confidential Treatment]





 









 






CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1
	 	Definitions and Construction	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Amendment of Original Facility
Agreement, Original Mortgage and other Security Documents	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Conditions Precedent	 	 	2	 
	 
	 	 	 	 	 	 
	4
	 	Representations and Warranties	 	 	4	 
	 
	 	 	 	 	 	 
	5
	 	Expenses	 	 	5	 
	 
	 	 	 	 	 	 
	6
	 	Further Assurance	 	 	5	 
	 
	 	 	 	 	 	 
	7
	 	Counterparts	 	 	5	 
	 
	 	 	 	 	 	 
	8
	 	Notices	 	 	5	 
	 
	 	 	 	 	 	 
	9
	 	Governing Law	 	 	6	 
	 
	 	 	 	 	 	 
	10
	 	Jurisdiction	 	 	6	 
	 
	 	 	 	 	 	 
	Schedule 1
	 	Amendment of Original Facility Agreement	 	 	9	 
	 
	 	 	 	 	 	 
	Schedule 2
	 	Amendment of Original Mortgage	 	 	10	 
	 
	 	 	 	 	 	 
	Schedule 3
	 	Quarterly Statement of Financial Covenants	 	 	11	 






 









 






FIRST SUPPLEMENTAL DEED




DATED
13 NOVEMBER 2006




BETWEEN:





	(1)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
indemnifier (the “Indemnifier”);
	 
	(2)	 	NORWEGIAN SUN LIMITED of Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda as owner
(the “Owner”); and
	 
	(3)	 	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Issuers
(the “Agent”).





     WHEREAS:




	(A)	 	By a letters of credit facility agreement dated 23 September 2005 (the “Original Facility
Agreement”) made between (among others) (1) the Indemnifier as indemnifier (2) the banks whose
names and particulars appear in appendix A to the Facility Agreement as issuers (the
“Issuers”) and (3) the Agent, the Issuers agreed to issue in favour of Chase Merchant
Services, LLC letters of credit in the aggregate maximum amount of one hundred million Dollars
(USD100,000,000). The repayment of the Indebtedness by the Indemnifier has been secured by
(among other things) a second priority Bahamian statutory mortgage dated 23 September 2005
granted by the Owner over m.v. “NORWEGIAN SUN” (the “Original Mortgage”).
	 
	(B)	 	The Indemnifier has requested the consent of the Issuers and the Agent to the amendment of
certain provisions of the Original Facility Agreement and the Original Mortgage to conform
such provisions to similar provisions in other loan documentation to which the Indemnifier
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 the 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 Mortgage 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	 	appendix D had been deleted and substituted with Schedule 3.






	2.2	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the deed of covenants forming part of the Original Mortgage 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	 	The Indemnifier and the Owner hereby confirms to the Agent that with effect
from the date of this Deed:






	 	2.3.1	 	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;
	 
	 	2.3.2	 	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;
	 
	 	2.3.3	 	its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and
	 
	 	2.3.4	 	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 Indemnifier under the Facility Agreement and the other Security Documents
as amended by this Deed.






	 	2.4	 	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 Indemnifier 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 Issuers to the
variation of the provisions of the Original Facility Agreement and the Original
Mortgage 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 Indemnifier and the Owner;




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	 	3.1.2	 	a written confirmation from the Process Agent that it will act
for the Indemnifier and the Owner 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
Indemnifier and the Owner (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;
	 
	 	(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 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 and
the issue of any power of attorney to execute the same;




3









 












	 	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 Certified Copy of a letter from the Owner to the Managers
notifying of the provisions of clause 6.1.17(c) of the Mortgage; and
	 
	 	3.1.6	 	the issue of such favourable written legal opinions including
in respect of Bermuda in such form as the Agent may require relating to all
aspects of the transactions contemplated hereby governed by any applicable law,






	 	 	 	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 14 of the Original Facility Agreement
decides to permit the amendment of the Original Facility Agreement and the Original
Mortgage hereby without having received all of the documents or evidence referred to in
Clause 3.1, the Indemnifier 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 Mortgage 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 Issuers any obligation to permit the amendment in
the absence of such documents or evidence.






	4	 	Representations and Warranties






	 	4.1	 	Each of the Indemnifier and the Owner 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




4









 






	 	 	 	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;
	 
	 	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 Indemnifier and the Owner 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 Indemnifier and the Owner 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 Indemnifier or the Owner pursuant to this Deed shall (unless the
Indemnifier or the Owner has by fifteen (15) days’ written notice to the Agent
specified another address) be made or delivered to the Indemnifier and/or the Owner 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




5









 






	 	 	 	(but one (1) copy shall suffice)) with a copy to c/o Sun Cruises Limited, Sun
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 Indemnifier or the Owner pursuant
to this Deed shall (unless the Agent has by fifteen (15) days’ written notice to the
Indemnifier and the Owner 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.
	 
	 	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 Indemnifier and the Owner 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 Indemnifier or the Owner,
shall be signed by the person or persons authorised in writing by the Indemnifier or
the Owner (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
Indemnifier and the Owner.
	 
	 	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 Indemnifier nor the Owner 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 Indemnifier and/or the Owner (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 Indemnifier’s and/or the Owner’
(as the case may be) process agent with unconditional authority to receive and
acknowledge service on behalf of the




6









 






	 	 	 	Indemnifier and/or the Owner 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 Indemnifier
and each of the Owner 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 Indemnifier’s or the Owner’s (as the case may be) 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 Indemnifier or the Owner (as the case
may be) of the service of any process or to forward any process to the Indemnifier or
the Owner (as the case may be)) shall invalidate any proceedings or judgment.
	 
	 	10.5	 	The Indemnifier and the Owner 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 Indemnifier and/or the Owner (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	 	 	 	 	 





7









 







	 	 	 	 	 	 	 	 	 
	SIGNED
SEALED and DELIVERED as a DEED

	 	 	 	 	)	 	 	Vijay Jeyaratnam
	by Vijay Jeyaratnam

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	NORWEGIAN
SUN LIMITED

	 	 	 	 	)	 	 	 
	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
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 







8









 





Schedule 1




Amendment of Original Facility Agreement




	 	 	 
	Definition/Clause	 	Amendment
	Clause 10.2.21

	 	Completeness of documents The copies of the Transaction
Documents 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
agreement between the Owner and the Managers in respect
of the Vessel, in accordance with clause 6.1.17 of the
deed of covenants collateral to the second priority
statutory Bahamian ship mortgage granted by the Owner
over the Vessel nor has any action been taken by the
parties thereto which would in any way render such
document inoperative or unenforceable.
	 
	 	 
	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 any 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.







9









 






Schedule 2




Amendment of Original Mortgage




	 	 	 
	Definition/Clause	 	Amendment
	Clause 6.1.17

	 	except with the prior consent of the Mortgagees, not:
	 
	 	 
	 

	 	(a)   permit any person other than the 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 with the Managers 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 Security
Party 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).







10









 





Schedule 3




Quarterly Statement of Financial Covenants





			
	TO:	 	DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Attn: Mr Jon Flovik




We refer to clause 9.24 of the letter of credit facility agreement dated 23 September 2005 (as
amended, varied and/or supplemented from time to time) (the “Facility Agreement”) between (among
others) you as agent and ourselves as indemnifier. 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 “Indemnifier”) and its
subsidiaries on a consolidated basis. We also hereby certify that the Indemnifier is in compliance
with all the financial covenants set out in clause 9.24 of the Facility Agreement [[and that no
Event of Default or Potential Event of Default has occurred and is continuing][an [Event of
Default][Potential Event of Default] has occurred and is continuing under clause 10.2.[                     ] 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[                     ]





11










 






Schedule




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




	 	 	 	 	 	 	 
	Clause (of	 	 	 	 	 	 
	Facility	 	 	 	 	 	 
	Agreement)	 	 	 	as of [ • ]	 	Required Covenants
	9.24.1/
	 	Free Liquidity	 	A	 	A>[**] [Confidential Treatment]

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

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

	 
	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	C	 	 
	 
	 	 	 	 	 	 
	9.24.3
	 	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
	 
	 	 	 	 	 	 	 






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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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