EX-4.31 Third Supplemental Deed/Pride of Hawai'i



 





Exhibit 4.31



[Confidential Treatment]



DATED
13 NOVEMBER  2006




PRIDE OF HAWAII, INC.

(as borrower)




NCL CORPORATION LTD.

(as guarantor)




HSBC BANK PLC

(as agent)




COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)




HSBC BANK PLC

(as trustee)




 
 





THIRD SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 20 April 2004 for the equivalent amount in United States Dollars

of up to €308,130,000 pre- and post delivery finance for

“PRIDE OF HAWAII”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.668 at the yard of Meyer Werft GmbH




 
 





[**]
[Confidential Treatment]





 









 






CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1
	 	Definitions and Construction	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Amendment of Original Loan
Agreement, Original Guarantee and Security Documents	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Conditions Precedent	 	 	3	 
	 
	 	 	 	 	 	 
	4
	 	Representations and Warranties	 	 	4	 
	 
	 	 	 	 	 	 
	5
	 	Expenses	 	 	5	 
	 
	 	 	 	 	 	 
	6
	 	Further Assurance	 	 	5	 
	 
	 	 	 	 	 	 
	7
	 	Counterparts	 	 	6	 
	 
	 	 	 	 	 	 
	8
	 	Notices	 	 	6	 
	 
	 	 	 	 	 	 
	9
	 	Governing Law	 	 	6	 
	 
	 	 	 	 	 	 
	10
	 	Jurisdiction	 	 	7	 
	 
	 	 	 	 	 	 
	Schedule 1
	 	The Lenders	 	 	9	 
	 
	 	 	 	 	 	 
	Schedule 2
	 	Amendment of Original Loan Agreement	 	 	11	 
	 
	 	 	 	 	 	 
	Schedule 3
	 	Amendment of Original Guarantee	 	 	12	 
	 
	 	 	 	 	 	 
	Schedule 4
	 	Quarterly Statement of Financial Covenants	 	 	13	 






 









 







THIRD SUPPLEMENTAL DEED




DATED 13 NOVEMBER 2006




BETWEEN:





	(1)	 	PRIDE OF HAWAII, INC. of 1209 Orange Street, Wilmington, Delaware 19801, United States of
America as borrower (the “Borrower”);
	 
	(2)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the “Guarantor”);
	 
	(3)	 	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent”);
	 
	(4)	 	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the “Hermes Agent”); and
	 
	(5)	 	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the “Trustee”).





WHEREAS:





	(A)	 	By a loan agreement dated 20 April 2004 as amended by a first supplement thereto dated 25
October 2004 and a second supplement thereto dated as of 30 September 2005 entered into
between the Borrower as borrower, the several banks particulars of which are set out in
Schedule 1 as lenders (the “Lenders”), the Agent as agent for (among others) the Lenders, the
Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among
others) the Lenders (the “Original Loan Agreement”), the Lenders granted to the Borrower a
secured loan in the Equivalent Amount of up to three hundred and eight million one hundred and
thirty thousand Euro (€308,130,000) (the “Loan”), subject to clause 2.5 of the Original
Loan Agreement, for the purpose of enabling the Borrower to finance (among other things) the
construction of the Vessel (as such term is defined in the Original Loan Agreement) on the
terms and conditions therein contained. The repayment of the Loan by the Borrower has been
secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the
Guarantor as amended by the said second supplement dated as of 30 September 2005 (the
“Original Guarantee”).
	 
	(B)	 	The Guarantor has requested the consent of the Lenders, the Agent, the Hermes Agent and the
Trustee to the amendment of certain provisions of the Original Loan Agreement and the Original
Guarantee to conform such provisions to similar provisions in other loan documentation to
which the Guarantor 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 Loan Agreement shall have the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:




 









 






	 	 	 	“Guarantee” means the Original Guarantee as amended by this Deed; and
	 
	 	 	 	“Loan Agreement” means the Original Loan Agreement as amended by this Deed.
	 
	 	1.2	 	The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).






	2	 	Amendment of Original Loan Agreement, Original Guarantee and Security Documents






	 	2.1	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if the clauses referred to
in the first column of Schedule 2 had been amended to read as set out in the second
column of Schedule 2.
	 
	 	2.2	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Guarantee shall be read and construed as if:






	 	2.2.1	 	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; and
	 
	 	2.2.2	 	schedule 1 had been deleted and substituted with Schedule 4.






	 	2.3	 	Each of the Borrower and the Guarantor hereby confirms to the Agent, the Hermes
Agent and the Trustee that with effect from the date of this Deed:






	 	2.3.1	 	all references to the Original Loan Agreement in the Security
Documents to which it is a party shall be construed as references to the Loan
Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan 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 Loan 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 Borrower under the Loan Agreement and the other Security Documents as
amended by this Deed.






	 	2.4	 	Except as expressly amended hereby or pursuant hereto the Original Loan
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.




2









 












	3	 	Conditions Precedent






	 	3.1	 	The consent of the Agent, the Hermes Agent and the Trustee for themselves and
on behalf of the Lenders to the variation of the provisions of the Original Loan
Agreement and the Original Guarantee 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 Guarantor;
	 
	 	3.1.2	 	a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor 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 Guarantor (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 amendment to the Post Delivery Mortgage
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;










3









 






	 	 	 	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 amendment to the Post Delivery Mortgage 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 first amendment to the Post Delivery Mortgage duly executed
and lodged for recordation at the United States Coast Guard National Vessel
Documentation Center;
	 
	 	3.1.6	 	Certified Copies of letters from the Borrower to the Manager
and from the Manager to the Sub-Agent notifying of the provisions of clause
10.14(c) of the Loan Agreement; and
	 
	 	3.1.7	 	the issue of such favourable written legal opinions including
in respect of the United States of America, Delaware and 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, the Hermes Agent and the Trustee, acting unanimously, decide (or
the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment
of the Original Loan Agreement and the Original Guarantee hereby without the Agent
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 Loan Agreement and the Original
Guarantee 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, the Hermes Agent, the Trustee or the Lenders any obligation to permit the
amendment in the absence of such documents or evidence.






	4	 	Representations and Warranties






	 	4.1	 	Each of the Borrower and the Guarantor represents and warrants to the Agent,
the Hermes Agent and the Trustee that:






	 	4.1.1	 	it has the power to enter into and perform this Deed and the
transactions contemplated hereby and has taken all necessary action to
authorise the entry into and performance of this Deed and such transactions;




4









 






	 	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 contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;
	 
	 	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, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.






	5	 	Expenses
	 
	 	 	The Borrower and the Guarantor 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, the Hermes Agent or the Trustee
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
	 
	 	 	Each of the Borrower and the Guarantor 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




5









 






	 	 	execution of all such documents in a form satisfactory to the Agent and the Hermes Agent as
the Agent and the Hermes Agent may reasonably consider necessary for giving full effect to
this Deed or any of the documents contemplated hereby or securing to the Trustee the full
benefit of the rights, powers and remedies conferred upon the Agent, the Hermes Agent or the
Trustee 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 Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
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 the 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 2 of the Original Loan 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 Borrower and the Guarantor 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, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan 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, the Hermes Agent or the Trustee by the Borrower or the 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, the Hermes Agent or the
Trustee to the Borrower and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.






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




6









 






	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, the Hermes Agent and the Trustee
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 Guarantor 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 Guarantor (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
Guarantor’s (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor 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, each of the
Borrower and the Guarantor 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 the Guarantor’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 Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.
	 
	 	10.5	 	Each of the Borrower and 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.
	 
	 	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 Guarantor (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, the
Hermes Agent or the Trustee 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.




7









 






	 	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

	 	 	 	 	)	 	 	Vijay Jeyaratnam
	by Vijay Jeyaratnam

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	PRIDE OF HAWAII, INC.

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

	 	London EC4M 8SH
	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	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

	 	 	 	 	)	 	 	Julie Clegg
	by Julie Clegg

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	COMMERZBANK AKTIENGESELLSCHART

	 	 	 	 	)	 	 	 
	as the Henmes Agent

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

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

	 	 	 	 	)	 	 	Mark Looi
	by Mark Looi

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	HSBC BANK PLC

	 	 	 	 	)	 	 	 
	as the Agent and the Trustee

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Marcus Pcumley
	 	 	)	 	 	 
	 

	 	HSBC Bank Plc
	 	 	)	 	 	 
	 

	 	Project and Export Finance

Floor 17
	 	 	)	 	 	 
	 

	 	8 Canada Square
	 	 	)	 	 	 
	 

	 	London E14 5HQ
	 	 	)	 	 	 





8









 






Schedule 1




The Lenders




Name and address




COMMERZBANK AKTIENGESELLSCHAFT

Bremen Branch

Schüsselkorb 5-11

28195 Bremen

Federal Republic of Germany




Fax: +49 40 3683 2049

Attn: Mr Siegfried Hoffmann

Email: siegfried.hoffmann@commerzbank.com




HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ




Fax: +44 (0)20 7992 4428

Attn: Mr Alan Marshall

Email: alan.p.marshall@hsbcib.com




KfW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany




Fax: +49 69 7431 2944

Attn: Mr Josef Schmid

Email: josef.schmid@kfw.de




DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway




Fax: +47 22 482020

Attn: Mr Jon Flovik

Email: jon.flovik@dnbnor.no




9









 





OVERSEA-CHINESE BANKING

CORPORATION LIMITED

Singapore Branch

65 Chulia Street #10-00

Singapore 049513




Fax: +65 6536 6449/6532 5347

Attn: Ms Pearlwyn Ho/Ms Elaine Lam

Email: LamSYElaine@ocbc.com.sg




NORDDEUTSCHE LANDESBANK

GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany




Fax: +49 511 361 4785

Attn: Mr Alexander Viets

Email: shipping@nordlb.de




CALYON

Friedrich-Ebert-Anlage 49

60308 Frankfurt am Main

Federal Republic of Germany




Fax: +49 69 74221 197

Attn: Ms Angelika Schönegger-Wenzel

Email: angelika.schoenegger-wenzel@de.calyon.com




with copy to:




CALYON ASIA SHIPFINANCE LIMITED




Fax: +852 2868 1448

Attn: Mr Terence Yuen/Ms Iris Lai

Email: terence.yuen@hk.calyon.com/iris.lai@hk.calyon.com




10









 





Schedule 2




Amendment of Original Loan Agreement




	 	 	 
	Definition/Clause	 	Amendment
	Clause 9.2.21

	 	Completeness of documents
	 
	 	 
	 

	 	The copies of the Building Contract, the Supervision Agreement, the Management Agreement the
Sub-Agency Agreement, the Interest Exchange Arrangements 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 or the Sub-Agency Agreement, in accordance
with Clause 10.14 nor has any action been taken by the parties thereto which would in any way
render such document inoperative or unenforceable.
	 
	 	 
	Clause 10.14

	 	Supervision and management
	 
	 	 
	 

	 	Except with the prior consent of the Agent, the Borrower will not:
	 
	 	 
	 

	 	(a)   permit any person other than the Supervisor, the Manager and the Sub-Agent to be the
supervisor of construction and the manager and sub-agent of, including providing crewing services
to, the Vessel;

	 
	 	 
	 

	 	(b)   permit any amendment to be made to the terms of the Supervision Agreement, the Management
Agreement or the Sub-Agency Agreement unless an amendment to the Management Agreement or the
Sub-Agency Agreement is advised by the Borrower’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).







11









 






Schedule 3




Amendment of Original Guarantee




	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.1.3
	 	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.










12









 





Schedule 4




Quarterly Statement of Financial Covenants





			
	TO:	 	HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ

England


Attn: Mr Alan Marshall


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




We refer to clause 11 of the guarantee dated 20 April 2004 (as amended, varied and/or supplemented
from time to time the “Guarantee”) issued by us in favour of the Trustee. 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 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 11.1.[       ] of the
Loan 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 Guarantee)	 	 	 	 	 	 
		 	 	 	as of [• ]	 	Required Covenants
	11.1.1/
	 	Free Liquidity	 	A	 	A>[**] [Confidential Treatment]

	11.1.2(b)**
	 	 	 	 	 	(11.1.1)**
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	A>[**] [Confidential Treatment]

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

	 
	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	C	 	 
	 
	 	 	 	 	 	 
	11.1.3
	 	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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