EX-4.26 Third Supplemental Deed/Norwegian Sun



 




 Exhibit 4.26



[Confidential Treatment]



DATED
13 NOVEMBER 2006




NORWEGIAN SUN LIMITED

(as borrower)




NCL CORPORATION LTD.

(as guarantor)




DnB NOR BANK ASA

(as paying agent)




THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

(as security agent)




 






THIRD SUPPLEMENTAL DEED TO SECURED LOAN AGREEMENT

dated 9 July 2003 (as amended) (among other things)

Post delivery finance for one cruise vessel being

“NORWEGIAN SUN”

 






[**] [Confidential Treatment]








 









 





CONTENTS




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






 









 







THIRD SUPPLEMENTAL DEED



DATED
13 NOVEMBER 2006



BETWEEN:





	(1)	 	NORWEGIAN SUN LIMITED of Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda as
borrower (the “Borrower”);
	 
	(2)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (the
“Guarantor”);
	 
	(3)	 	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as paying agent for itself and the
Lenders (as hereinafter defined) (the “Paying Agent”); and
	 
	(4)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED of 1 Queen’s Road Central, Hong Kong as
security agent for the Lenders (the “Security Agent”).




WHEREAS:





	(A)	 	By a loan agreement dated 9 July 2003 as amended and restated by a first supplemental deed
thereto dated 20 April 2004 and as supplemented by a second supplemental deed thereto dated as
of 30 September 2005 (the “Original Loan Agreement”) entered into between (among others) the
Borrower, the Lenders, the Paying Agent and the Security Agent, the Lenders granted to the
Borrower a secured loan in the maximum amount of two hundred and twenty five million Dollars
(USD225,000,000) (the “Facility”) to part-finance the acquisition by the Borrower of m.v.
“NORWEGIAN SUN” (the “Vessel”) on the terms and conditions therein contained. The repayment
of the Facility by the Borrower has been secured by (among other things) a guarantee and
indemnity dated 23 April 2004 executed by the Guarantor as amended by the said second
supplemental deed dated as of 30 September 2005 (the “Original Guarantee”).
	 
	(B)	 	The Guarantor has requested the consent of the Lenders, the Security Agent and the Paying
Agent 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 1 had been amended to read as set out in the second
column of Schedule 1.
	 
	 	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 2 had
been amended to read as set out in the second column of Schedule 2; and
	 
	 	2.2.2	 	schedule 1 had been deleted and substituted with Schedule 3.






	2.3	 	Each of the Borrower and the Guarantor hereby confirms to the Security Agent
and the Paying Agent 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.






	3	 	Conditions Precedent






	 	3.1	 	The consent of the Security Agent and the Paying Agent 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




2









 







	 	 	 	effective unless and until the Paying 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 Paying 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 Paying Agent with respect to paragraphs (b)(i), (ii), (iii),
(iv) and (vi) of this Clause 3.1.3(b) and attaching copies of




3









 






	 	 	 	resolutions passed at duly convened meetings of the directors and,
if required by the Paying 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;






	 	3.1.4	 	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 Borrower to the Manager
notifying of the provisions of clause 10.14(c) of the Loan Agreement; and
	 
	 	3.1.6	 	the issue of such favourable written legal opinions including
in respect of Bermuda in such form as the Paying 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 Paying
Agent and the Security 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 Paying 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 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 Paying
Agent within fourteen (14) days of the date of this Deed (or such other period as the
Paying 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 Paying
Agent’s right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Security Agent, the Paying Agent 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 Security
Agent and the Paying Agent 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;
	 
	 	4.1.2	 	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




4









 






	 	(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 Security 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 Paying 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 Paying Agent all
facts relating to its business which it knows or should reasonably know and
which might reasonably be expected to influence the Security Agent or the
Paying Agent in deciding whether or not to enter into this Deed.






	5	 	Expenses
	 
	 	 	The Borrower and the Guarantor jointly and severally undertake to reimburse the Paying 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 Security Agent or the Paying 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
	 
	 	 	Each of the Borrower and the Guarantor will, from time to time on being required to do so by
the Paying 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 Paying Agent as the Paying
Agent may reasonably consider necessary for giving full effect to this Deed or any of the
documents contemplated hereby or securing to the Security Agent or the Paying Agent the full
benefit of the rights, powers and remedies conferred upon the Security Agent or the Paying
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.




5









 






	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 Paying 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
Paying Agent has by fifteen (15) days’ written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Paying 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 Security Agent or the Paying Agent 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
Security Agent or the Paying Agent 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 Security Agent or the Paying Agent
to the Borrower and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 20.1, 20.4 and 20.5 of the Original Loan 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 Security Agent and the Paying 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




6









 






	 	 	 	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 Paying 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 Paying 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 Paying Agent
may appoint any person (including a company controlled by or associated with the Paying
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 Security
Agent or the Paying 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.




7









 










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

	 	 	 	 	)	 	 	 
	NORWEIGIAN
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

	 	 	 	 	)	 	 	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

	 	 	 	 	)	 	 	 
	DnB
NOR BANK ASA

	 	 	 	 	)	 	 	 
	as
the Paying Agent

	 	 	 	 	)	 	 	 
	in the presence of:

	 	Jaya Prasannan
	 	 	)	 	 	 
	 

	 	Trainee Solicitor
	 	 	)	 	 	 
	 

	 	One St. Paul’s ChurchYard
	 	 	)	 	 	 
	 

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

	 	 	 	 	)	 	 	Marcus Pcumley
	by Marcus Pcumley

	 	 	 	 	)	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 
	THE HONGKONG AND SHANGHAI

	 	 	 	 	)	 	 	 
	BANKING CORPORATION LIMITED

	 	 	 	 	)	 	 	 
	as
the Security Agent

	 	
	 	 	)	 	 	 
	in the presence of:

	 	Mark Looi
	 	 	)	 	 	 
	 

	 	HSBC Bank Plc
	 	 	)	 	 	 
	 

	 	Project and Export Finance
Floor
17
	 	 	)	 	 	 
	 

	 	8 Canada Square
	 	 	)	 	 	 
	 

	 	London EL14 5HQ
	 	 	)	 	 	 






8









 









Schedule 1




Amendment of Original Loan Agreement




	 	 	 
	Definition/Clause	 	Amendment
	 
	Clause 9.2.21

	 	Completeness of documents The copies of the MOA, the Management Agreement, the Second Mortgage
Documents and any other relevant third party agreements delivered to the Paying 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, 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

	 	Management
	 
	 	 
	 

	 	Except with the prior consent of the Majority Lenders, the Borrower will 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 unless the amendment
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).






9









 






Schedule 2




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.







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 11 of the guarantee dated 23 April 2004 (as amended, varied and/or supplemented
from time to time) (the “Guarantee”) issued by us in your favour. 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 12.1.[                     ] 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[                     ]




11









 












Schedule




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




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

11.1.2(b)**


	 	Free Liquidity
	 	A
	 	A > [**] [Confidential Treatment]


	 
	 	 	 	 	 	 
	


	 	
	 	
	 	
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
prepayments/repayments on sale/total loss of an NCLC Fleet
vessel)
	 	x	 	 
	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
	 

	 	 	 	 	 	 








12









 







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 Paying Agent of A at all times during the relevant period shall
be provided together with this statement






13