Exhibit 4.1


 


Execution Version


 


NCL
FINANCE, LTD.,

as Issuer,


 


U.S.
BANK NATIONAL ASSOCIATION,

as Trustee, Principal Paying Agent, Transfer Agent and

Registrar,


 


INDENTURE


 


Dated as of March 3, 2021


 


6.125% SENIOR NOTES DUE 2028


 






     


     


    

 


TABLE OF CONTENTS


 





 



 


 


Page


 


Article One

Definitions and Incorporation by Reference


 


	Section 1.01.	Definitions	6
	Section 1.02.	Other Definitions	39
	Section 1.03.	Rules of Construction	40




 


Article Two

The Notes


 


	Section 2.01.	The Notes	41
	Section 2.02.	Execution and Authentication	42
	Section 2.03.	Registrar, Transfer Agent and Paying Agent	43
	Section 2.04.	Paying Agent to Hold Money	44
	Section 2.05.	Holder Lists	44
	Section 2.06.	Transfer and Exchange	45
	Section 2.07.	Replacement Notes	48
	Section 2.08.	Outstanding Notes	48
	Section 2.09.	Notes Held by Issuer	49
	Section 2.10.	Definitive Registered Notes	49
	Section 2.11.	Cancellation	50
	Section 2.12.	Defaulted Interest	50
	Section 2.13.	Computation of Interest	51
	Section 2.14.	ISIN and CUSIP Numbers	51
	Section 2.15.	Issuance of Additional Notes	51




 


Article Three

Redemption; Offers to Purchase


 


	Section 3.01.	Right of Redemption	51
	Section 3.02.	Notices to Trustee	52
	Section 3.03.	Selection of Notes to Be Redeemed	52
	Section 3.04.	Notice of Redemption	52
	Section 3.05.	Deposit of Redemption Price	54
	Section 3.06.	[Reserved]	54
	Section 3.07.	Payment of Notes Called for Redemption	54
	Section 3.08.	Notes Redeemed in Part	54
	Section 3.09.	Redemption for Changes in Taxes	55




 


Article Four

Covenants


 


	Section 4.01.	Payment of Notes	56
	Section 4.02.	Corporate Existence	56




 






     


     


    

 


	Section 4.03.	Maintenance of Properties	57
	Section 4.04.	Insurance	57
	Section 4.05.	Statement as to Compliance	57
	Section 4.06.	Incurrence of Indebtedness and Issuance of Preferred Stock or Preference Shares	57
	Section 4.07.	Liens	64
	Section 4.08.	Restricted Payments	65
	Section 4.09.	Asset Sales	70
	Section 4.10.	Transactions with Affiliates	73
	Section 4.11.	Purchase of Notes upon a Change of Control	75
	Section 4.12.	Additional Amounts	77
	Section 4.13.	[Reserved]	80
	Section 4.14.	[Reserved]	80
	Section 4.15.	Additional Guarantees	80
	Section 4.16.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	81
	Section 4.17.	Designation of Restricted and Unrestricted Subsidiaries	84
	Section 4.18.	Limitation on the Issuer’s Activities and Ownership	84
	Section 4.19.	Reports to Holders	85




 


Article Five

Merger, Amalgamation, Consolidation or Sale of Assets


 


	Section 5.01.	Merger, Amalgamation, Consolidation or Sale of Assets	86
	Section 5.02.	Successor Substituted	89




 


Article Six

Defaults and Remedies


 


	Section 6.01.	Events of Default	89
	Section 6.02.	Acceleration	92
	Section 6.03.	Other Remedies	94
	Section 6.04.	Waiver of Past Defaults	95
	Section 6.05.	Control by Majority	95
	Section 6.06.	Limitation on Suits	95
	Section 6.07.	Unconditional Right of Holders to Bring Suit for Payment	96
	Section 6.08.	Collection Suit by Trustee	96
	Section 6.09.	Trustee May File Proofs of Claim	97
	Section 6.10.	Application of Money Collected	97
	Section 6.11.	Undertaking for Costs	98
	Section 6.12.	Restoration of Rights and Remedies	98
	Section 6.13.	Rights and Remedies Cumulative	98
	Section 6.14.	Delay or Omission Not Waiver	98
	Section 6.15.	Record Date	98
	Section 6.16.	Waiver of Stay or Extension Laws	99




 









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Article Seven

Trustee


 


	Section 7.01.	Duties of Trustee	99
	Section 7.02.	Certain Rights of Trustee	100
	Section 7.03.	Individual Rights of Trustee	104
	Section 7.04.	Disclaimer of Trustee	104
	Section 7.05.	Compensation and Indemnity	104
	Section 7.06.	Replacement of Trustee	105
	Section 7.07.	Successor Trustee by Merger	106
	Section 7.08.	[Reserved]	107
	Section 7.09.	Eligibility; Disqualification	107
	Section 7.10.	Appointment of Co-Trustee	107
	Section 7.11.	Resignation of Agents	108
	Section 7.12.	Agents General Provisions	109




 


Article Eight

Defeasance; Satisfaction and Discharge


 


	Section 8.01.	Issuer’s Option to Effect Defeasance or Covenant Defeasance	110
	Section 8.02.	Defeasance and Discharge	110
	Section 8.03.	Covenant Defeasance	111
	Section 8.04.	Conditions to Defeasance	111
	Section 8.05.	Satisfaction and Discharge of Indenture	113
	Section 8.06.	Survival of Certain Obligations	114
	Section 8.07.	Acknowledgment of Discharge by Trustee	114
	Section 8.08.	Application of Trust Money	114
	Section 8.09.	Repayment to Issuer	114
	Section 8.10.	Indemnity for Government Securities	114
	Section 8.11.	Reinstatement	115




 


Article Nine

Amendments and Waivers


 


	Section 9.01.	Without Consent of Holders	115
	Section 9.02.	With Consent of Holders	116
	Section 9.03.	Effect of Supplemental Indentures	117
	Section 9.04.	Notation on or Exchange of Notes	117
	Section 9.05.	[Reserved]	118
	Section 9.06.	Notice of Amendment or Waiver	118
	Section 9.07.	Trustee to Sign Amendments, Etc	118
	Section 9.08.	Additional Voting Terms; Calculation of Principal Amount	118




 


Article Ten

Guarantee


 


	Section 10.01.	Note Guarantees	119




 









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	Section 10.02.	Subrogation	120
	Section 10.03.	Release of Note Guarantees	120
	Section 10.04.	Limitation and Effectiveness of Note Guarantees	121
	Section 10.05.	Notation Not Required	122
	Section 10.06.	Successors and Assigns	122
	Section 10.07.	No Waiver	122
	Section 10.08.	Modification	122




 


Article Eleven

[Reserved]


 


Article Twelve

Miscellaneous


 


	Section 12.01.	Notices	122
	Section 12.02.	Certificate and Opinion as to Conditions Precedent	124
	Section 12.03.	Statements Required in Certificate or Opinion	124
	Section 12.04.	Rules by Trustee, Paying Agent and Registrar	125
	Section 12.05.	No Personal Liability of Directors, Officers, Employees and Shareholders	125
	Section 12.06.	Legal Holidays	125
	Section 12.07.	Governing Law	125
	Section 12.08.	Jurisdiction	125
	Section 12.09.	No Recourse Against Others	126
	Section 12.10.	Successors	126
	Section 12.11.	Counterparts	126
	Section 12.12.	Table of Contents and Headings	127
	Section 12.13.	Severability	127
	Section 12.14.	Currency Indemnity	127




 


Schedules


 


	Schedule I	–	Subsidiary Guarantors




 


Exhibits


 


	Exhibit A	–	Form of Note
	Exhibit B	–	Form of Transfer Certificate for Transfer from Restricted Global

                                                                                Note to Regulation S Global Note

	Exhibit C	–	Form of Transfer Certificate for Transfer from Regulation S

                                                                           Global Note to Restricted Global Note

	Exhibit D	–	Form of Supplemental Indenture




 






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INDENTURE,
dated as of March 3, 2021, among NCL Finance, Ltd., an exempted company incorporated under the laws of Bermuda (the “Issuer”),
the Guarantors party hereto and U.S. Bank National Association, a national banking association organized and existing under the
laws of the United States of America, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent,
as Transfer Agent and as Registrar.


 


RECITALS


 


The Issuer has duly
authorized the execution and delivery of this Indenture to provide for the issuance of its 6.125% Senior Notes due 2028 issued
on the date hereof (the “Original Notes”) and any additional senior notes (the “Additional Notes”)
that may be issued after the Issue Date in compliance with this Indenture. The Original Notes and the Additional Notes together
are referred to herein as the “Notes”. The Issuer has received good and valuable consideration for the execution
and delivery of this Indenture. All necessary acts and things have been done to make (i) the Notes, when duly issued and executed
by the Issuer and authenticated and delivered hereunder, the legal, valid and binding obligations of the Issuer and (ii) this
Indenture a legal, valid and binding agreement of the Issuer in accordance with the terms of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders, as follows:


 


Article One

Definitions and Incorporation by Reference


 


Section 1.01.      Definitions.


 


“Acquired
Debt” means, with respect to any specified Person:


 


(a)            Indebtedness
of any other Person existing at the time such other Person is amalgamated or merged with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming, a Restricted Subsidiary; and


 


(b)           Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.


 






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“Applicable
Premium” means, with respect to any Note on any Redemption Date, the greater of:


 


(1)            1.0%
of the principal amount of the Note; and


 


(2)            the
excess of:


 


(a)            the
present value at such Redemption Date of (i) the Redemption Price of the Note at the Par Call Date, plus (ii) all
required interest payments due on the Note through the Par Call Date (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over


 


(b)            the
principal amount of the Notes.


 


For the avoidance of
doubt, calculation of the Applicable Premium shall not be an obligation or duty of the Trustee or the Registrar or any Paying Agent.


 


Unless the Issuer defaults
in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on
the applicable Redemption Date.


 


“Appraised
Value” of any Vessel at any time means the value of such Vessel as set forth on an independent appraisal (conducted no
more than 12 months prior to any determination of the Appraised Value) and relied upon by the Issuer in good faith.


 


“ARCA”
means the Fifth Amended and Restated Credit Agreement, dated as of May 8, 2020, among
NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent, and a syndicate of other banks party thereto as joint bookrunners,
arrangers, co-documentation agents and lenders, as may further be amended, restated, supplemented, waived, replaced (whether or
not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement
or agreements or increasing the amount loaned thereunder (in each case subject to compliance with ‎Section 4.06)
or altering the maturity thereof.


 


“Asset Sale”
means:


 


(a)            the
sale, lease, conveyance or other disposition of any assets by Parent or any of its Restricted Subsidiaries; provided that
the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent and its Restricted Subsidiaries
taken as a whole will be governed by ‎‎Section 4.11
and/or ‎‎Article Five and not by ‎‎Section 4.09;
and


 






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(b)           the
issuance of Equity Interests by any Restricted Subsidiary or the sale by Parent or any of its Restricted Subsidiaries of Equity
Interests in any of the Restricted Subsidiaries (in each case, other than directors’ qualifying shares and shares to be held
by third parties to meet the applicable legal requirements).


 


Notwithstanding the
preceding provisions, none of the following items will be deemed to be an Asset Sale:


 


(a)            any
single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less
than $125.0 million;


 


(b)           a
sale, lease, conveyance or other disposition of assets or Equity Interests between or among Parent and any Restricted Subsidiary;


 


(c)            an
issuance of Equity Interests by a Restricted Subsidiary to Parent or to a Restricted Subsidiary;


 


(d)           the
sale, lease, conveyance or other disposition of inventory, insurance proceeds or other assets in the ordinary course of business
and any sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of
the business of Parent and its Restricted Subsidiaries;


 


(e)            licenses
and sublicenses by Parent or any of its Restricted Subsidiaries in the ordinary course of business;


 


(f)            any
surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the
ordinary course of business;


 


(g)           any
transfer, assignment or other disposition deemed to occur in connection with the creation or granting of Liens not prohibited under
‎‎Section 4.07;


 


(h)            the
sale or other disposition of cash or Cash Equivalents;


 


(i)             a
Restricted Payment that does not violate ‎‎Section 4.08
or a Permitted Investment;


 


(j)             the
disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business
or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(k)            the
foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract
rights or the settlement, release or surrender of contract, tort or other claims of any kind;


 






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(l)             the
sale of any property in a sale and leaseback transaction that is entered into within six months of the acquisition of such property
or completion of the construction of the applicable Vessel; and


 


(m)           time
charters and other similar arrangements in the ordinary course of business.


 


“Attributable
Debt” means, with respect to any sale and leaseback transaction, at the time of determination, the present value (discounted
at the interest rate reasonably determined in good faith by a responsible financial or accounting officer of the Issuer to be the
interest rate implicit in the lease determined in accordance with GAAP, or, if not known, at the Issuer’s incremental borrowing
rate) of the total obligations of the lessee of the property subject to such lease for rental payments during the remaining term
of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may,
at the option of the lessor, be extended, or until the earliest date on which the lessee may terminate such lease without penalty
or upon payment of penalty (in which case the rental payments shall include such penalty), after excluding from such rental payments
all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar
charges; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount
of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”


 


“Authority”
means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Bankruptcy
Law” means Title 11 of the United States Code, as amended, or any similar U.S. federal or state law or the laws of any
other jurisdiction (or any political subdivision thereof) relating to bankruptcy, insolvency, winding up, voluntary or judicial
liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement
with creditors, reorganization or similar or equivalent laws affecting the rights of creditors generally. For the avoidance of
doubt, the provisions of the UK Companies Act 2006 governing a solvent reorganisation or a voluntary liquidation thereunder shall
not be deemed to be Bankruptcy Laws.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except
that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the U.S. Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.


 


“Board of
Directors” means:


 


(a)            with
respect to a corporation, a Bermuda exempted company, a BVI business company, a Cayman Islands exempted company and a Bahamas international
business company, the board of directors of the corporation or company or any committee thereof duly authorized to act on behalf
of such board;


 






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(b)           with
respect to a partnership, the board of directors of the general partner of the partnership;


 


(c)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and


 


(d)           with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Book-Entry
Interest” means a beneficial interest in a Global Note held through and shown on, and transferred only through, records
maintained in book-entry form by DTC and its nominees and successors.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York or a place of payment
under this Indenture are authorized or required by law, regulation or executive order to close.


 


“Capital Lease
Obligation” means, with respect to any Person, any obligation of such Person under a lease of (or other agreement conveying
the right to use) any property (whether real, personal or mixed), which obligation is required to be classified and accounted for
as a capital lease obligation under GAAP, and, for purposes of this Indenture, the amount of such obligation at any date will be
the capitalized amount thereof at such date, determined in accordance with GAAP and the Stated Maturity thereof will be the date
of last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.


 


“Capital Stock”
means:


 


(a)            in
the case of a corporation, corporate stock;


 


(b)            in
the case of a Bermuda exempted company, a Cayman Islands exempted company and a Bahamas international business company, shares
(of any class) in its capital;


 


(c)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(d)            in
the case of an Isle of Man company or a BVI business company, shares (of any class) of the company;


 


(e)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(f)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.


 






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“Cash Equivalents”
means:


 


(a)            direct
obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government
of a member state of the European Union, the United States of America, the United Kingdom, Switzerland or Canada (including, in
each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit
of the relevant member state of the European Union or the United States of America, the United Kingdom, Switzerland or Canada,
as the case may be, and which are not callable or redeemable at the Issuer’s option;


 


(b)            overnight
bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar
instruments) with maturities of 12 months or less from the date of acquisition issued by a bank or trust company which is organized
under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union or of the United
States of America or any state thereof, Switzerland, the United Kingdom, Australia or Canada; provided that such bank or
trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent
thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or “A+”
or higher by S&P or the equivalent rating category of another internationally recognized rating agency; provided, further,
that any cash held pursuant to clause (f) below not covered by the foregoing may be held through overnight bank deposits,
time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar instruments)
with maturities of 12 months or less from the date of acquisition issued by a bank or trust company organized and operating in
the applicable jurisdiction;


 


(c)            repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above
entered into with any financial institution meeting the qualifications specified in clause (b) above;


 


(d)            commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year
after the date of acquisition;


 


(e)            money
market funds or other mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses
(a) through (d) of this definition; and


 


(f)            cash
in any currency in which Parent and its subsidiaries now or in the future operate, in such amounts as Parent determines to be necessary
in the ordinary course of their business.


 









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“Change of
Control” means the occurrence of either of the following:




 


(a)            the
sale, lease or transfer (other than by way of merger, amalgamation or consolidation, including any merger, amalgamation or consolidation
solely for the purpose of reorganizing Parent in another jurisdiction to realize tax or other benefits), in one or a series of
related transactions, of all or substantially all the assets of Parent and its Subsidiaries, taken as a whole, to a Person other
than NCL Holdings, Parent or any Subsidiary; or


 


(b)            the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions,
by way of merger, consolidation, amalgamation or other business combination or purchase of ultimate beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power
of the Voting Stock of Parent.



 


“Change of
Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.


 


“Clearstream”
means Clearstream Banking, société anonyme.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Consolidated
EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
period plus (a) the following to the extent deducted in calculating such Consolidated Net Income, without duplication:


 


(1)            provision
for Taxes (including without duplication, Tax distributions) based on income, profits or capital of a Person and its Subsidiaries
for such period, including, without limitation, state, franchise and similar taxes;


 


(2)            Interest
expense (and to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated in
consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing
activities) of a Person and its Subsidiaries for such period (net of interest income of a Person and its Subsidiaries for such
period);


 


(3)            depreciation
and amortization expenses of a Person and its Subsidiaries for such period;


 


(4)            business
optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include, without limitation, the
effect of optimization programs, facility closures, retention, severance, systems establishment costs and excess pension charges);


 






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(5)            any
other non-cash charges; provided that, for purposes of this subclause (5) of this clause (a), any non-cash charges
or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto
are made; and


 


(6)            the
amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to any Affiliate (or any
accruals related to such fees and related expenses) during such period not in contravention of the provisions described under ‎‎Section 4.10,


 


minus
(b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated
Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of
Parent and the Subsidiaries for such period (but excluding any such items (i) in respect of which cash was received in a prior
period or will be received in a future period or (ii) which represent the reversal of any accrual of, or cash reserve for,
anticipated cash charges in any prior period).


 


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) attributable
to such Person and its Subsidiaries which are Restricted Subsidiaries for such period, determined on a consolidated basis, determined
in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:


 


(a)            any
net after tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses
relating thereto) including, without limitation, any severance, relocation or other restructuring expenses, and fees, expenses
or charges related to any offering of Equity Interests, any Investment, acquisition or Indebtedness permitted to be incurred hereunder
(in each case, whether or not successful), shall be excluded;


 


(b)            any
net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations
shall be excluded;


 


(c)            any
net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset
dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of Parent) shall
be excluded;


 


(d)            any
net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment
of indebtedness shall be excluded;


 


(e)            (i) the
net income for such period of any person that is not a subsidiary of such Person, or is an Unrestricted Subsidiary or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other
payments paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such
period and (ii) the net income for such period shall include any ordinary course dividend, distribution or other payment in
cash received from any Person in excess of the amounts included in clause (i);


 






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(f)             Consolidated
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;


 


(g)            any
increase in amortization or depreciation or any non-cash charges or increases or reductions in net income resulting from purchase
accounting in connection with any acquisition that is consummated on or after the Issue Date shall be excluded;


 


(h)            any
non-cash impairment charges resulting from the application of ASC 350 and ASC 360, and the amortization of intangibles and other
fair value adjustments arising pursuant to ASC 805, shall be excluded;


 


(i)             any
non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock appreciation
or similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such person or
any of its subsidiaries shall be excluded;


 


(j)             accruals
and reserves that are established within 12 months after the Issue Date and that are so required to be established in accordance
with GAAP shall be excluded; provided that to the extent (i) any such accrual or reserve is later reduced or eliminated
or (ii) any cash expenditure is later incurred with respect to such accrual or reserve, then in each case a corresponding
amount shall be included in Consolidated Net Income in the same period;


 


(k)            non-cash
gains, losses, income and expenses resulting from fair value accounting required by ASC 815 shall be excluded;


 


(l)             any
gain, loss, income, expense or charge resulting from the application of last in first out accounting shall be excluded;


 


(m)           currency
translation gains and losses related to currency re-measurements of Indebtedness, and any net loss or gain resulting from interest
rate swap agreements for currency exchange risk, shall be excluded;


 


(n)            to
the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not
denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such
evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect
to liability or casualty events or business interruption shall be excluded; provided that any proceeds of such reimbursement
when received shall be excluded from the calculation of Consolidated Net Income to the extent the expense reimbursed was previously
excluded pursuant to this clause (n); and


 






    14 


     


    

 


(o)            non-cash
charges for deferred tax asset valuation allowances shall be excluded.


 


“Consolidated
Total Indebtedness” means, at any date, the sum of (without duplication) all Indebtedness (other than letters of credit,
to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money and Disqualified Stock of
Parent and the Subsidiaries determined on a consolidated basis on such date in accordance with GAAP.


 


“Consolidated
Total Leverage Ratio” means as of any date of determination, the ratio of Consolidated Total Indebtedness on such day
less the unrestricted cash and Permitted Investments to Consolidated EBITDA of Parent and its Restricted Subsidiaries as of and
for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date of calculation; in each case, with such pro forma adjustments as are appropriate and consistent with
the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Credit Facilities”
means one or more debt facilities, instruments or arrangements incurred by Parent or any Restricted Subsidiary (including but not
limited to the Existing Credit Agreements) with banks, other institutions or investors providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed
to borrow from such institutions against such receivables), letters of credit, notes or other Indebtedness, in each case, as amended,
restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from
time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or trustees or other banks or institutions and whether provided under the Existing Credit Agreements
or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes
and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement,
mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents).
Without limiting the generality of the foregoing, the term “Credit Facilities” shall include any agreement or instrument
(1) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of
Parent as additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder
or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof. Notwithstanding the foregoing,
no instrument shall constitute a “Credit Facility” for the purposes of this definition unless such instrument is designated
to the Trustee in writing by the Issuer as constituting a “Credit Facility.”


 






    15 


     


    

 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian, administrator or similar official under any Bankruptcy Law.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive
Registered Note” means, with respect to the Notes, a certificated Note registered in the name of the Holder thereof and
issued in accordance with ‎‎Section 2.06 hereof, substantially in the form of Exhibit A attached hereto
except that such Note shall not bear the legends applicable to Global Notes and shall not have the “Schedule of Principal
Amount in the Global Note” attached thereto.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder
of the Capital Stock, in whole or in part, on or prior to the six-month anniversary of the date that the Notes mature. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a “change of control”
or an “asset sale” will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer
thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies
with ‎‎Section 4.08. For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon,
or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value to be determined as set forth herein.


 


“DTC”
means The Depository Trust Company, a New York corporation, its nominees and successors.


 


“ECA Entities”
means any entity that directly owns an ECA Vessel and any vessel with an Appraised Value in excess of $100.0 million that is purchased
with the proceeds of any sale of any ECA Vessel or ECA Entity.


 


“ECA Facilities”
means the agreements governing Existing Indebtedness, other than the Existing Credit Agreements and the Existing Notes, under which
the obligations are secured by Liens on one or more ECA Vessels (each, an “ECA Facility”).


 


“ECA Vessels”
means Norwegian Breakaway, Norwegian Getaway, Norwegian Escape, Norwegian Joy, Norwegian Bliss, Norwegian Encore, Marina, Riviera,
Seven Seas Explorer, Seven Seas Splendor and any vessel with an Appraised Value in excess of $100.0 million that is purchased with
the proceeds of any sale of any ECA Vessel or ECA Entity.


 






    16 


     


    

 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Equity Offering”
means a public or private sale either (a) of the Equity Interests (other than Disqualified Stock and other than offerings
registered on Form S-8 (or any successor form) under the U.S. Securities Act or any similar offering in other jurisdictions)
of Parent or (b) of the Equity Interests of a direct or indirect parent entity of Parent to the extent that the net proceeds
therefrom are contributed to the equity capital of Parent or any of its Restricted Subsidiaries.


 


“Euroclear”
means Euroclear SA/NV.


 


“Event of
Loss” means the actual or constructive total loss, arranged or compromised total loss, destruction, condemnation, confiscation,
requisition, seizure or forfeiture of, or other taking of title or use of, a Vessel.


 


“Exchangeable
Notes” means the 5.375% exchangeable senior notes due 2025 issued by Parent, the 6.00% exchangeable senior notes due
2024 issued by Parent and the exchangeable senior notes due 2026 issued by Parent, in each case as amended, restated, supplemented,
waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded,
refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements or increasing the amount of notes issued thereunder (in each case subject to compliance
with ‎‎Section 4.06) or altering the maturity thereof.


 


“Existing
Credit Agreements” means (i) the ARCA, (ii) the Pride of America Credit Facility and (iii) the
Credit Agreement, dated as of May 15, 2019, among NCL Corporation Ltd., as borrower, Norwegian Jewel Limited, as guarantor,
Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by that certain
Amendment No. 1, dated as of May 1, 2020 (each such agreement in clauses (i) through (iv) outstanding on the
Issue Date, an “Issue Date Existing Credit Agreement”), and as each may further amended, restated, supplemented,
waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded,
refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements or increasing the amount loaned thereunder (in each case subject to compliance with ‎‎Section 4.06)
or altering the maturity thereof.


 


“Existing
Indebtedness” means all Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date and the
Exchangeable Notes.


 






    17 


     


    

 


“Existing
Notes” means the Existing Secured Notes, the Exchangeable Notes and the Existing Unsecured Notes, collectively.


 


“Existing
Secured Notes” means the 12.25% senior secured notes due 2024 and the 10.25% senior secured notes due 2026, each as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or any successor or replacement agreement or agreements or increasing the amount of notes issued thereunder (in each
case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“Existing
Unsecured Notes” means the 3.625% senior unsecured notes due 2024 and the 5.875% senior notes due 2026, each as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or any successor or replacement agreement or agreements or increasing the amount of notes issued thereunder (in each
case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“Fair Market
Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving
distress of either party, determined in good faith by Parent’s Chief Executive Officer or responsible accounting or financial
officer of Parent.


 


“FATCA”
means current Sections 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not
materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental
agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures)
implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any
amended or successor version described above).


 


“FATCA Withholding”
means any withholding or deduction required under FATCA.


 


“Fixed Charge
Calculation Date” has the meaning assigned to such term in the definition of “Fixed Charge Coverage Ratio.”


 






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“Fixed Charge
Coverage Ratio” means, with respect to any Person for any period, the ratio of Consolidated EBITDA of such Person for
such period to the Fixed Charges of such Person for such period. In the event that Parent or any of its Restricted Subsidiaries
incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock or preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, as if the same
had occurred at the beginning of the applicable four-quarter period except that any Indebtedness incurred in connection with the
financing of a new Vessel shall be deemed to have not been incurred until the relevant delivery date for such Vessel, after which
delivery date such Indebtedness shall be deemed to have been incurred on the first day of such four-quarter reference period; provided,
however, that the pro forma calculation of Fixed Charges shall not give effect to (i) any Permitted Debt incurred
on the Fixed Charge Calculation Date or (ii) the discharge on the Fixed Charge Calculation Date of any Indebtedness to the
extent that such discharge results from the proceeds of Permitted Debt.


 


In addition, for purposes
of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations
and discontinued operations (as determined in accordance with GAAP) and any operational changes, business realignment projects
or initiatives, restructurings or reorganizations that Parent or any Restricted Subsidiary has determined to make and/or made during
the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge
Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on
a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations,
discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations
which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost
saving (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had
occurred on the first day of the four-quarter reference period. On or following the delivery date of any new Vessel and for so
long as such four-quarter reference period includes such delivery date, in the event that Parent or any Subsidiary took delivery
of any new Vessel during such four-quarter reference period, Consolidated EBITDA shall include the projected Consolidated EBITDA
(based on reasonable assumptions) for such Vessel as if such Vessel had been in operation on the first day of such four-quarter
reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged
with or into Parent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative,
restructuring or reorganization that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring
or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any
Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary,
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation
had occurred at the beginning of the applicable four-quarter period.


 






    19 


     


    

 


For purposes of this
definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of Parent. Any such pro forma calculation may include
adjustments appropriate, in the reasonable good faith determination of Parent as set forth in an Officer’s Certificate, to
reflect operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result
from the applicable event. Any calculation of the Fixed Charge Coverage Ratio may be made, at the option of Parent, either (i) at
the time the Board of Directors of Parent approves the action necessitating the calculation of the Fixed Charge Coverage Ratio
or (ii) at the completion of such action necessitating the calculation of the Fixed Charge Coverage Ratio.


 


If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account
any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months).
Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of Parent to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on
a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate,
a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if
none, then based upon such optional rate chosen as Parent may designate.


 


For purposes of this
definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate
for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent
with that used in calculating Consolidated EBITDA for the applicable period.


 


“Fixed Charges”
means, with respect to any specified Person for any period, the sum, without duplication, of:


 


(a)            the
consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for such period related to
Indebtedness, whether paid or accrued, including, without limitation, amortization of debt discount (but not debt issuance costs),
non-cash interest payments, the interest component of deferred payment obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, net of the effect of all payments made or received
pursuant to Hedging Obligations in respect of interest rates; plus


 






    20 


     


    

 


(b)            the
consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries that was capitalized during
such period; plus


 


(c)            any
interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries which are Restricted Subsidiaries
or is secured by a Lien on assets of such Person or one of its Subsidiaries which are Restricted Subsidiaries; plus


 


(d)            the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of any
Restricted Subsidiary, other than dividends on Equity Interests payable to Parent or a Restricted Subsidiary, times (b) a
fraction, the numerator of which is one and the denominator of which is one minus then current combined national, state and local
statutory tax rate of such Person, expressed as a decimal, as estimated in good faith by a responsible accounting or financial
officer of Parent.


 


Notwithstanding any of the foregoing, Fixed
Charges shall not include (i) any payments on any operating leases, (ii) any non-cash interest expense resulting from
the application of Accounting Standards Codification Topic 470-20 “Debt — Debt with Conversion Options — Recognition”
or (iii) the interest component of all payments associated with Capital Lease Obligations.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with
respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment
for which the United States pledges its full faith and credit.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business,
of all or any part of any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement
conditions, pledges of assets, sureties or otherwise).


 


“Guarantors”
means (i) Parent and (ii) any Restricted Subsidiary of Parent (other than the Issuer) that guarantees the Notes in accordance
with the provisions of this Indenture, and their respective successors and assigns, until the Note Guarantee of such Person has
been released in accordance with the provisions of this Indenture.


 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person under:


 






    21 


     


    

 



 


(a)          interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;


 


(b)          other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(c)          other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


“Holder”
means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of
DTC, Euroclear or Clearstream.


 


“Indebtedness”
means, with respect to any specified Person (excluding accrued expenses and trade payables), without duplication:


 


(a)          the
principal amount of indebtedness of such Person in respect of borrowed money;


 


(b)          the
principal amount of obligations of such Person evidenced by bonds, notes, debentures or similar instruments for which such Person
is responsible or liable;


 


(c)          reimbursement
obligations of such Person in respect of letters of credit, bankers’ acceptances or similar instruments (except to the extent
such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence), in each
case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;


 


(d)          Capital
Lease Obligations of such Person;


 


(e)          the
principal component of all obligations of such Person to pay the balance deferred and unpaid of the purchase price of any property
or services due more than one year after such property is acquired or such services are completed;


 


(f)           net
obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination
value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and


 


(g)          Attributable
Debt of such Person;


 


if and to the extent
any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness
of any other Person.


 






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The term “Indebtedness”
shall not include:


 


(a)          anything
accounted for as an operating lease in accordance with GAAP as at the Issue Date;


 


(b)          contingent
obligations in the ordinary course of business;


 


(c)          in
connection with the purchase by Parent or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends
on the performance of such business after the closing;


 


(d)         deferred
or prepaid revenues;


 


(e)          purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations
of the applicable seller;


 


(f)           any
contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund
obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(g)          [reserved];
or


 


(h)          any
Capital Stock.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.


 


“Interest
Payment Date” means the Stated Maturity of an installment of interest on the Notes.


 


“Investment
Grade” means (1) with respect to S&P, a rating equal to or higher than BBB- (or the equivalent), (2) with
respect to Moody’s, a rating equal to or higher than Baa3 (or the equivalent) and (3) with respect to any additional
Rating Agency or Rating Agencies selected by the Issuer, the equivalent investment grade credit rating.


 


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers
made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet
prepared in accordance with GAAP. The acquisition by Parent or any Restricted Subsidiary of a Person that holds an Investment in
a third Person will be deemed to be an Investment by Parent or such Restricted Subsidiary in such third Person in an amount equal
to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided
in the final paragraph of ‎Section 4.08. Except as otherwise provided in this Indenture, the amount of an Investment
will be determined at the time the Investment is made and without giving effect to subsequent changes in value.


 






    23


     


    

 


“Issue Date”
means March 3, 2021.


 


“Issuer Order”
means a written order signed in the name of the Issuer by any Person authorized by a resolution of the Board of Directors of the
Issuer.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
title retention agreement or any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of
any jurisdiction.


 


“Management
Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers
or employees of Parent or any Restricted Subsidiary:


 


(a)          in
respect of travel, entertainment or moving related expenses incurred in the ordinary course of business;


 


(b)          in
respect of moving related expenses incurred in connection with any closing or consolidation of any office; or


 


(c)          in
the ordinary course of business and (in the case of this clause (c)) not exceeding $5.0 million in the aggregate outstanding at
any time.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“NCL Holdings”
means Norwegian Cruise Line Holdings Ltd., the direct parent company of Parent.


 


“Net Book
Value” means, with respect to any asset or property at any time, the net book value of such asset or property as reflected
on the most recent balance sheet of Parent at such time, determined on a consolidated basis in accordance with GAAP.


 






    24


     


    

 


“Net Proceeds”
means with respect to any Asset Sale or Event of Loss, the aggregate cash proceeds and Cash Equivalents received by Parent or any
of its Restricted Subsidiaries in respect of such Asset Sale or Event of Loss (including, without limitation, any cash or Cash
Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale); provided
that with respect to any Asset Sale or Event of Loss, such amount shall be net of the direct costs relating to such Asset Sale
or Event of Loss, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale or Event of Loss, taxes paid or payable as a result of the Asset Sale
or Event of Loss, any charges, payments or expenses incurred in connection with an Asset Sale or Event of Loss (including, without
limitation, (i) any exit or disposal costs, (ii) any repair, restoration or environmental remediation costs, charges
or payments, (iii) any penalties or fines resulting from such Event of Loss, (iv) any severance costs resulting from
such Event of Loss, (v) any costs related to salvage, scrapping or related activities and (vi) any fees, settlement payments
or other charges related to any litigation or administrative proceeding resulting from such Event of Loss) and any reserve for
adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.
To the extent the amounts that must be netted against any cash proceeds and Cash Equivalents cannot be reasonably determined by
Parent with respect to any Asset Sale or Event of Loss, such cash proceeds and Cash Equivalents shall not be deemed received until
such amounts to be netted are known by Parent.


 


“New Vessel
Aggregate Secured Debt Cap” means the sum of each of the New Vessel Secured Debt Caps (with such New Vessel Aggregate
Secured Debt Cap to be expressed as the sum of the euro and U.S. dollar denominations of the New Vessel Secured Debt Caps reflected
in the New Vessel Aggregate Secured Debt Cap).


 


“New Vessel
Financing” means any financing arrangement (including but not limited to a sale and leaseback transaction or bareboat
charter or lease or an arrangement whereby a Vessel under construction is pledged as collateral to secure the indebtedness of a
shipbuilder), entered into by Parent or a Restricted Subsidiary for the purpose of financing or refinancing all or any part of
the purchase price, cost of design or construction of a Vessel or Vessels or the acquisition of Capital Stock of entities owning
or to own Vessels; provided that any Vessel contracted for construction, under construction or completed on the Issue Date
is not a Vessel to which this definition applies.


 


“New Vessel
Secured Debt Cap” means, in respect of a New Vessel Financing, no more than 90% of the contract price (including any
amendment to the contract price) for the acquisition and any other Ready for Sea Cost of the related Vessel (and 100% of any related
export credit insurance premium), expressed in euros or U.S. dollars, as the case may be, being financed by such New Vessel Financing.


 


“Note Documents”
means the Notes, any Additional Notes, the Note Guarantees, this Indenture and any other agreements, documents or instruments related
to any of the foregoing, as they may be amended, restated, modified, renewed, supplemented, refunded, replaced or refinanced, from
time to time.


 


“Note Guarantee”
means the Guarantee by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to
the provisions of this Indenture.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.


 






    25


     


    

 


“Offering
Memorandum” means the final offering memorandum in respect of the Notes dated March 1, 2021.


 


“Officer”
means, with respect to any Person, the Chairman or Vice-Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President, an Executive Vice President, a Senior Vice President or Vice President, the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary, an Assistant Secretary, or any individual designated by the
Board of Directors, of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Issuer by an Officer.


 


“Opinion of
Counsel” means a written opinion from legal counsel, subject to customary exceptions and qualifications. The counsel
may be an employee of or counsel to the Issuer.


 


“Par Call
Date” means December 15, 2027.


 


“Parent”
means NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident in the United Kingdom.


 


“Permitted
Business” means (a) in respect of Parent and its Restricted Subsidiaries, any businesses, services or activities
engaged in by Parent or any of the Restricted Subsidiaries on the Issue Date and (b) any businesses, services and activities
engaged in by Parent or any of its Restricted Subsidiaries that are related, complementary, incidental, ancillary or similar to
any of the foregoing or are extensions or developments of any thereof.


 


“Permitted
Investments” means:


 


(a)          any
Investment in Parent or a Restricted Subsidiary;


 


(b)          any
Investment in cash in U.S. dollars, euros, Swiss francs, U.K. pounds sterling or Australian dollars, and Cash Equivalents;


 


(c)          any
Investment by Parent or any Restricted Subsidiary in a Person, if as a result of such Investment:


 


(i)            such
Person becomes a Restricted Subsidiary; or


 


(ii)           such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, Parent or a Restricted Subsidiary;


 


(d)          any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with ‎‎Section 4.09 or any other disposition of assets
not constituting an Asset Sale;


 






    26


     


    

 


(e)          any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock)
of Parent;


 


(f)           any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in
the ordinary course of business of Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration
or other disputes with Persons who are not Affiliates;


 


(g)          Investments
in receivables owing to Parent or any Restricted Subsidiary created or acquired in the ordinary course of business;


 


(h)          Investments
represented by Hedging Obligations, which obligations are permitted to be incurred under ‎‎Section 4.06(b)(ix);


 


(i)           repurchases
of the Notes, the Existing Notes or loans under any Existing Credit Agreement or ECA Facility;


 


(j)           any
Guarantee of Indebtedness permitted to be incurred under ‎‎Section 4.06
other than a Guarantee of Indebtedness of an Affiliate of Parent that is not a Restricted Subsidiary;


 


(k)          any
Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an
extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue
Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment
as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;


 


(l)           Investments
acquired after the Issue Date as a result of the acquisition by Parent or any Restricted Subsidiary of another Person, including
by way of a merger, amalgamation or consolidation with or into Parent or any of its Restricted Subsidiaries in a transaction that
is not prohibited by ‎‎Article Five after the Issue
Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation
and were in existence on the date of such acquisition, merger, amalgamation or consolidation;


 


(m)         Management
Advances;


 


(n)          Investments
consisting of the licensing of intellectual property rights pursuant to joint marketing arrangements with other Persons in the
ordinary course of business;


 


(o)          Investments
consisting of, or to finance the acquisition, purchase, charter or leasing or the construction, installation or the making of any
improvement with respect to any asset (including Vessels) or purchases and acquisitions of inventory, supplies, materials, services
or equipment or purchases of contract rights, licenses or leases of intellectual property rights (including prepaid expenses and
advances to suppliers), in each case, in the ordinary course of business (including, for the avoidance of doubt any deposits made
to secure the acquisition, purchase or construction of, or any options to acquire, any vessel);


 






    27


     


    

 


(p)          other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value) made on or after the first anniversary of the Issue Date, when taken together with
all other Investments made pursuant to this clause (p) that are at the time outstanding not to exceed the greater of $300.0
million and 2.00% of Total Tangible Assets of Parent; provided that if an Investment is made pursuant to this clause in
a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated
a Restricted Subsidiary pursuant to ‎Section 4.08, such
Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition
of “Permitted Investments” and not this clause;


 


(q)          other
Investments in joint ventures having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (q) that
are at the time outstanding, not to exceed the greater of $150.0 million and 1.00% of Total Tangible Assets of Parent; provided
that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently
becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section ‎‎4.08,
such Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition
of “Permitted Investments” and not this clause;


 


(r)           additional
Investments in joint ventures in which Parent or any of its Restricted Subsidiaries holds an Investment existing on the Issue Date;
provided such Investments are made in the ordinary course of business; and


 


(s)          additional
Investments in additional joint ventures held by Parent or any Restricted Subsidiary engaged in a Permitted Business, provided
that the Equity Interests held by Parent or such Restricted Subsidiary in such Investment or joint venture are pledged to secure
the applicable series of Existing Secured Notes, to the extent such pledge is required by such relevant instrument.


 


“Permitted
Jurisdictions” means (i) any state of the United States of America, the District of Columbia or any subdivision
thereof or territory of the United States of America, (ii) Panama, (iii) Bermuda, (iv) the Commonwealth of The Bahamas,
(v) the Isle of Man, (vi) the Marshall Islands, (vii) Liberia, (viii) Barbados and (ix) the Cayman Islands.


 


“Permitted
Liens” means:


 


(a)          Liens
in favor of the Issuer or any of the Guarantors;


 






    28


     


    

 


(b)          Liens
on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged
with or into, amalgamated with or consolidated with Parent or any Restricted Subsidiary; provided that such Liens were in
existence prior to the contemplation of such Person becoming a Restricted Subsidiary or such merger, amalgamation or consolidation,
were not incurred in contemplation thereof and do not extend to any assets other than those of the Person (or the Capital Stock
of such Person) that becomes a Restricted Subsidiary or is merged with or into, amalgamated with or consolidated with Parent or
any Restricted Subsidiary;


 


(c)          Liens
to secure the performance of statutory obligations, insurance, surety, bid, performance, travel or appeal bonds, credit card processing
arrangements, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary
course of business (including Liens to secure letters of credit or similar instruments issued to assure payment of such obligations
or for the protection of customer deposits or credit card payments);


 


(d)          Liens
on any property or assets of Parent or any Restricted Subsidiary for the purpose of securing Capital Lease Obligations, purchase
money obligations, mortgage financings or other Indebtedness, in each case, incurred pursuant to‎‎
Section 4.06(b)(iv) in connection with the financing of all or any part of the purchase price, lease expense, rental
payments or cost of design, construction, installation, repair, replacement or improvement of property, plant or equipment or other
assets (including Capital Stock) used in the business of Parent or any of its Restricted Subsidiaries; provided that any
such Lien may not extend to any assets or property owned by Parent or any of its Restricted Subsidiaries at the time the Lien is
incurred other than (i) the assets (including Vessels) and property acquired, improved, constructed, leased or financed and
improvements, accessions, proceeds, products, dividends and distributions in respect thereof (provided that to the extent
any such Capital Lease Obligations, purchase money obligations, mortgage financings or other Indebtedness relate to multiple assets
or properties, then all such assets and properties may secure any such Capital Lease Obligations, purchase money obligations, mortgage
financings or other Indebtedness) and (ii) to the extent such Lien secures financing in connection with the purchase of a
Vessel, Related Vessel Property;


 


(e)          Liens
existing on the Issue Date;


 


(f)           Liens
for taxes, assessments or governmental charges or claims that (x) are not yet overdue by more than 30 days or (y) if
overdue by more than 30 days are being contested in good faith by appropriate proceedings that have the effect of preventing the
forfeiture or sale of the property subject to any such Lien and for which adequate reserves are being maintained to the extent
required by GAAP;


 


(g)          Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being
contested in good faith by appropriate proceedings and in respect of which, if applicable, Parent or any Restricted Subsidiary
shall have set aside on its books reserves in accordance with GAAP; and with respect to Vessels: (i) Liens fully covered (in
excess of customary deductibles) by valid policies of insurance and (ii) Liens for general average and salvage, including
contract salvage; or Liens arising solely by virtue of any statutory or common law provisions relating to attorneys’ liens
or bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with
a creditor depositary institution;


 






    29


     


    

 


(h)          survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred
in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;


 


(i)           Liens
created for the benefit of (and to secure) the Notes (or the Note Guarantees) issued on the Issue Date;


 


(j)           Liens
securing Indebtedness under Hedging Obligations, which obligations are permitted to be incurred under ‎Section 4.06(b)(ix);


 


(k)          Liens
on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(l)           Liens
arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights
related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(m)         Liens
on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(n)          Liens
on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations
in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 


(o)          leases,
licenses, subleases and sublicenses of assets in the ordinary course of business and Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;


 


(p)          [reserved];


 


(q)          (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which Parent or any Restricted Subsidiary has easement rights or on any real property leased
by Parent or any Restricted Subsidiary and subordination or similar agreements relating thereto and (ii) any condemnation
or eminent domain proceedings or compulsory purchase order affecting real property;


 


(r)           Liens
securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading
activities;


 






    30


     


    

 


(s)          Liens
on Unearned Customer Deposits (i) in favor of payment processors pursuant to agreements therewith consistent with industry
practice or (ii) in favor of customers;


 


(t)           pledges
of goods, the related documents of title and/or other related documents arising or created in the ordinary course of Parent’s
or any Restricted Subsidiary’s business or operations as Liens only for Indebtedness to a bank or financial institution directly
relating to the goods or documents on or over which the pledge exists;


 


(u)          Liens
over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by
Parent or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent
more than 15.0% of the net proceeds of such disposal;


 


(v)          Liens
incurred in the ordinary course of business of Parent or any Restricted Subsidiary arising from Vessel chartering, dry-docking,
maintenance, repair, refurbishment, the furnishing of supplies and bunkers to Vessels or masters’, officers’ or crews’
wages and maritime Liens, in the case of each of the foregoing, which were not incurred or created to secure the payment of Indebtedness;


 


(w)         Liens
securing an aggregate principal amount of Indebtedness not to exceed the aggregate amount of Indebtedness permitted to be incurred
pursuant to ‎Section 4.06(b)(v); provided that
such Lien extends only to (i) the assets (including Vessels), purchase price or cost of design, construction, installation
or improvement of which is financed or refinanced thereby and any improvements, accessions, proceeds, products, dividends and distributions
in respect thereof, (ii) any Related Vessel Property or (iii) the Capital Stock of a Vessel Holding Issuer;


 


(x)           Liens
created on any asset of Parent or a Restricted Subsidiary established to hold assets of any stock option plan or any other management
or employee benefit or incentive plan or unit trust of Parent or a Restricted Subsidiary securing any loan to finance the acquisition
of such assets;


 


(y)          Liens
incurred by Parent or any Restricted Subsidiary with respect to obligations that do not exceed the greater of $200.0 million and
1.25% of Total Tangible Assets at any one time outstanding;


 


(z)           Liens
arising from financing statement filings (or similar filings in any applicable jurisdiction) regarding operating leases entered
into by Parent and its Restricted Subsidiaries in the ordinary course of business;


 


(aa)        any
interest or title of a lessor under any Capital Lease Obligation or an operating lease;


 


(bb)        Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(cc)        Liens
on Vessels under construction securing Indebtedness of shipyard owners and operators; and


 






    31


     


    

 


(dd)       any
extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through
(cc) (but excluding clause (y)); provided that (x) any such Lien is limited to all or part of the same property or
assets (plus improvements, accessions, proceeds, products or dividends or distributions in respect thereof) that secured
(or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced and (y) the
Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of the outstanding principal
amount or, if greater, committed amount of such Indebtedness at the time the original Lien became a Permitted Lien under this Indenture
and an amount necessary to pay any fees and expenses, including premiums, related to such extension, renewal, refinancing or replacement.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness incurred by Parent or any of its Restricted Subsidiaries, any Disqualified
Stock issued by Parent or any of its Restricted Subsidiaries and any preferred stock issued by any Restricted Subsidiary, in each
case, in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge
other Indebtedness of Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness), including Permitted
Refinancing Indebtedness; provided that:


 


(a)          the
aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price,
or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence))
of such new Indebtedness, the liquidation preference of such new Disqualified Stock or the amount of such new preferred stock does
not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price
or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence))
of the Indebtedness, the liquidation preference of the Disqualified Stock or the amount of the preferred stock (plus in each case
the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses, including premiums, incurred
in connection with the incurrence or issuance of, such Indebtedness, Disqualified Stock or preferred stock) renewed, refunded,
refinanced, replaced, exchanged, defeased or discharged;


 


(b)          such
Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity
date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the
final maturity date of the Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted
Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;


 


(c)          if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the
Notes or the Note Guarantees, as the case may be, such Permitted Refinancing Indebtedness is subordinated in right of payment to
the Notes or the Note Guarantees, as the case may be, on terms at least as favorable to the holders of Notes or the Note Guarantees,
as the case may be, as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced,
exchanged, defeased or discharged; and


 






    32


     


    

 


(d)          if
such Indebtedness is incurred either by Parent (if Parent was the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged, such Indebtedness is guaranteed only by Persons who were obligors on the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged.


 


“Permitted
Tax Distributions” means (i) dividends or other distributions to pay any U.S. federal, state, local or non-U.S.
income taxes actually payable by the direct or indirect holders of Parent’s Capital Stock (or, in the case of any such holder
that owns any assets other than Parent’s Capital Stock at any applicable time, the U.S. federal, state, local or non-U.S.
income taxes that would have been actually payable had such holder owned no other assets) by virtue of the fact that Parent is
a pass-through entity for U.S. federal, state, local or non-U.S. income tax purposes (as applicable), for any such taxable year
(or portion thereof) ending after December 31, 2011 and, to the extent resulting from audit adjustments after the Issue Date,
for any such taxable year (or portion thereof) ending prior to December 31, 2011 and (ii) for any taxable year (or portion
thereof) for which Parent is a member of a group filing a consolidated, group, affiliated, combined or unitary tax return (including
any such group or similar group under U.S. federal, state, local or non-U.S. law) with any direct or indirect parent of Parent,
any dividends or other distributions to fund any U.S. federal, state, local or non-U.S. income taxes that are attributable to the
income, revenue, receipts or capital of Parent and its Subsidiaries for which such direct or indirect parent of Parent is liable
up to an amount not to exceed with respect to such taxes the amount of any such taxes that Parent and its Subsidiaries would have
been required to pay on a separate company basis or on a consolidated basis calculated as if Parent and its Subsidiaries had paid
tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group (or similar group) consisting
only of Parent and its Subsidiaries.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity, whether or not having separate legal personality.


 


“Pride of
America Credit Facility” means the Credit Agreement, dated as of January 10, 2019, among NCL Corporation Ltd., as
borrower, Pride of America Ship Holding, LLC, as subsidiary guarantor, Nordea Bank Abp, New York Branch, as administrative agent
and collateral agent, and the lenders party thereto, as amended by that certain Amendment No. 1, dated as of April 28,
2020, as may further be amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the
original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any
agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of
the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing the amount
loaned thereunder (in each case subject to compliance with the covenant described under Section 4.06) or altering the maturity
thereof.


 






    33


     


    

 


“Productive
Asset Lease” means any lease or charter of one or more Vessels (other than leases or charters required to be classified
and accounted for as capital leases under GAAP).


 


“QIB”
means a “Qualified Institutional Buyer” as defined in Rule 144A.


 


“Rating Agencies”
means each of Moody’s and S&P, or any of their respective successors or any national rating agency substituted for either
of them as selected by the Issuer.


 


“Rating Event”
means:


 


(a)          if
the Notes are not rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded
by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first
day of the Trigger Period by either of the Rating Agencies on any date during the Trigger Period;


 


(b)          if
the Notes are rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded
to below Investment Grade (i.e., below BBB- or Baa3) by either of the Rating Agencies on any date during the Trigger Period;
or


 


(c)          if
both (A) the Notes are rated Investment Grade by one of the Rating Agencies, and (B) the Notes are not rated Investment
Grade by the other Rating Agency, in each case, on the first day of the Trigger Period, then any of the following occur: (i) in
the case of the Rating Agency referred to in clause (A), the Notes are downgraded to below Investment Grade (i.e., below
BBB- or Baa3) by such Rating Agency on any date during the Trigger Period, and (ii) in the case of the Rating Agency referred
to in clause (B), the Notes are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the
applicable rating of the Notes on the first day of the Trigger Period by each such Rating Agency on any date during the Trigger
Period;


 


provided
that a Rating Event otherwise arising by virtue of a particular downgrade in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control
Triggering Event hereunder) if the Rating Agency making the reduction in rating to which this definition would otherwise apply
does not announce or publicly confirm or inform the Issuer that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Rating Event). For the avoidance of doubt, no Change of Control
Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change
of Control has actually been consummated.


 






    34


     


    

 



 


“Ready for
Sea Cost” means with respect to a Vessel to be acquired, constructed or leased (pursuant to a Capital Lease Obligation)
by Parent or any Restricted Subsidiary, the aggregate amount of all expenditures incurred to acquire or construct and bring such
Vessel to the condition and location necessary for its intended use, including any and all inspections, appraisals, repairs, modifications,
additions, permits and licenses in connection with such acquisition or lease, which would be classified as “property,
plant and equipment” in accordance with GAAP and any assets relating to such Vessel.


 


“Record Date,”
for the interest payable on any Interest Payment Date, means the March 1 and September 1 (in each case, whether or not
a Business Day) preceding such Interest Payment Date.


 


“Redemption
Date” means, when used with respect to any Note to be redeemed, in whole or in part, the date fixed for such redemption
by or pursuant to this Indenture.


 


“Redemption
Price” means, when used with respect to any Note to be redeemed, the price at which it is to be redeemed pursuant to
this Indenture.


 


“Regulation
S” means Regulation S under the U.S. Securities Act (including any successor regulation thereto), as it may be amended
from time to time.


 


“Related
Vessel Property” means, with respect to any Vessel (i) any insurance policies on such Vessel, (ii) any requisition
compensation payable in respect of any compulsory acquisition thereof, (iii) any earnings derived from the use or operation
thereof and/or any earnings account with respect to such earnings, and (iv) any charters, operating leases, licenses and
related agreements entered into in respect of the Vessel and any security or guarantee in respect of the relevant charterer’s
or lessee’s obligations under any relevant charter, operating lease, license or related agreement, (v) any cash collateral
account established with respect to such Vessel pursuant to the financing arrangements with respect thereto, (vi) any inter-company
loan or facility agreements relating to the financing of the acquisition of, and/or the leasing arrangements (pursuant to Capital
Lease Obligations) with respect to, such Vessel, (vii) any building or conversion contracts relating to such Vessel and any
security or guarantee in respect of the builder’s obligations under such contracts, (viii) any interest rate swap,
foreign currency hedge, exchange or similar agreement incurred in connection with the financing of such Vessel and required to
be assigned by the lender and (ix) any security interest in, or agreement or assignment relating to, any of the foregoing
or any mortgage in respect of such Vessel.


 


“Replacement
Assets” means (1) assets not classified as current assets under GAAP that will be used or useful in a Permitted
Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged
in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.


 


“Restricted
Investment” means an Investment other than a Permitted Investment.


 


“Restricted
Subsidiary” means any Subsidiary of Parent that is not an Unrestricted Subsidiary.


 






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“Rule 144”
means Rule 144 under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time
to time.


 


“Rule 144A”
means Rule 144A under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time
to time.


 


“S&P”
means Standard & Poor’s Ratings Group.


 


“Significant
Subsidiary” means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries which
are Restricted Subsidiaries (i) for the most recent fiscal year, accounted for more than 10% of the consolidated revenues
of Parent or (ii) as of the end of the most recent fiscal year, was the owner of more than 10% of the consolidated assets
of Parent.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will
not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


(a)            any
corporation, company, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement, shareholders’
agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers
or trustees of the corporation, company, association or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(b)           any
partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership,
general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a
controlling general partner or otherwise controls such entity.


 


“Subsidiary
Guarantors” means any Restricted Subsidiary of Parent (other than the Issuer) that guarantees the Notes in accordance
with the provisions of this Indenture, and their respective successors and assigns, until the Note Guarantee of such Person has
been released in accordance with the provisions of this Indenture.


 


“Supplemental
Indenture” means a supplemental indenture to this Indenture substantially in the form of Exhibit D attached hereto.


 






    36


     


    

 


“Tax”
or “Taxes” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties,
interest and additions to tax related thereto, and, for the avoidance of doubt, including any withholding or deduction for or
on account of Tax).


 


“Total Assets”
means the total assets of Parent and its Subsidiaries that are Restricted Subsidiaries, as shown on the most recent balance sheet
of Parent, determined on a consolidated basis in accordance with GAAP, calculated after giving effect to pro forma adjustments
as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed
Charge Coverage Ratio.”


 


“Total Tangible
Assets” means the Total Assets excluding consolidated intangible assets, calculated after giving effect to pro forma
adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition
of “Fixed Charge Coverage Ratio.”


 


“Treasury
Rate” means, as of any Redemption Date, the weekly average rounded to the nearest 1/100th of a percentage point (for
the most recently completed week for which such information is available as of the date that is two Business Days prior to such
Redemption Date) of the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published
in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if such Statistical Release
is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Redemption
Date to the Par Call Date; provided, however, that if the period from the Redemption Date to the Par Call Date is
not equal to the constant maturity of a United States Treasury Security for which such a yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United
States Treasury Securities for which such yields are given, except that if the period from the Redemption Date to the Par Call
Date is less than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant
maturity of one year shall be used.


 


“Trigger
Period” means the period commencing on the first public announcement by the Issuer of an arrangement that could result
in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control;
provided that if the rating of the Notes is under publicly announced consideration for possible downgrade by any of the
Rating Agencies, such 60-day period shall be extended until the first to occur of (x) the date that such Rating Agency announces
the results of its review and (y) the date that is 180 days after consummation of the Change of Control.


 


“Trust Officer”
means any officer within the agency and corporate trust group, division or section of the Trustee (however named, or any successor
group of the Trustee) and also means, with respect to any particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular subject, who, in each case, shall have direct responsibility
for the administration of this Indenture.


 






    37


     


    

 


“Unearned
Customer Deposits” means amounts paid to Parent or any of its Subsidiaries representing customer deposits for unsailed
bookings (whether paid directly by the customer or by a credit card company).


 


“Unrestricted
Subsidiary” means any Subsidiary of Parent that is designated by the Board of Directors of Parent as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors of Parent but only to the extent that such Subsidiary:


 


(a)           except
as permitted by Section ‎‎4.10, is not party to any
agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary unless the terms of any such agreement,
contract, arrangement or understanding are, taken as a whole, no less favorable to Parent or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of Parent; and


 


(b)            is
a Person with respect to which neither Parent nor any Restricted Subsidiary has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results.


 


“U.S. dollar”
or “$” means the lawful currency of the United States of America.


 


“U.S. Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated by the Commission thereunder.


 


“U.S. Securities
Act” means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations
promulgated by the Commission thereunder.


 


“Vessel”
means a passenger cruise vessel which is owned by and registered (or to be owned by and registered) in the name of Parent or any
of its Restricted Subsidiaries or operated or to be operated by Parent or any of its Restricted Subsidiaries, in each case together
with all related spares, equipment and any additions or improvements.


 


“Vessel Holding
Issuer” means a Subsidiary of Parent, the assets of which consist solely of one or more Vessels and the corresponding
Related Vessel Property and whose activities are limited to the ownership of such Vessels and Related Vessel Property and any
other asset reasonably related to or resulting from the acquisition, purchase, charter, leasing, rental, construction, ownership,
operation, improvement, expansion and maintenance of such Vessel, the leasing of such Vessels and any activities reasonably incidental
to the foregoing.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 






    38


     


    

 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a)          the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(b)          the
then outstanding principal amounts of such Indebtedness.


 


Section 1.02.        Other
Definitions.


 


	Term
	 	Section

	“Additional
    Amounts”	 	‎‎4.12(a)
	“Additional
    Notes”	 	Recitals
	“Affiliate
    Transaction”	 	‎‎4.10(a)
	“Agents”	 	‎‎2.03
	“Applicable
    Procedures”	 	‎‎2.06(b)(ii)
	“Asset
    Sale Offer”	 	‎4.09(c)
	“Authorized
    Agent”	 	‎‎12.08
	“Change
    in Tax Law”	 	‎‎3.09(b)
	“Change
    of Control Offer”	 	‎‎4.11(a)
	“Change
    of Control Purchase Date”	 	‎‎4.11(a)
	“Change
    of Control Purchase Price”	 	‎‎4.11(a)
	“Covenant
    Defeasance”	 	‎‎8.03
	“Deemed
    Date”	 	‎‎4.06(e)
	“Defaulted
    Interest”	 	‎‎2.12
	“Event
    of Default”	 	‎6.01(a)
	“Excess
    Proceeds”	 	‎‎4.09(c)
	“Global
    Notes”	 	2.01(c)
	“Increased
    Amount”	 	‎‎4.07(b)
	“incur”	 	‎‎4.06(a)
	“Issuer”	 	Preamble
	“Judgment
    Currency”	 	‎‎12.14
	“Legal
    Defeasance”	 	‎‎8.02
	“Notes”	 	Recitals
	“Notes
    Offer”	 	‎4.09(b)(i)
	“Note
    Obligations”	 	‎‎10.01(a)
	“Original
    Notes”	 	Recitals
	“Participants”	 	‎‎2.01(c)
	“Paying
    Agent”	 	‎‎2.03
	“Permitted
    Debt”	 	‎‎4.06(b)
	“Permitted
    Payments”	 	‎‎4.08(b)
	“Principal
    Paying Agent”	 	‎‎2.03
	“Registrar”	 	‎2.03
	“Regulation
    S Global Note”	 	‎‎2.01(b)
	“Required
    Currency”	 	‎‎12.14
	“Restricted
    Global Note”	 	‎‎2.01(b)
	“Restricted
    Payments”	 	‎‎4.08(a)(iv)



 






    39


     


    

 


	“Security
    Register”	 	‎‎2.03
	“Successor Company”

        “Tax Jurisdiction”
	 	4.18

        ‎‎4.12(a)

	“Tax
    Redemption Date”	 	‎‎3.09
	“TIA”	 	1.03(i)
	“Triggering
    Lien”	 	4.07(a)
	“Transfer
    Agent”	 	‎‎2.03
	“Trustee”	 	Preamble


  


Section 1.03.      Rules of
Construction. Unless the context otherwise requires:


 


(a)           a
term has the meaning assigned to it;


 


(b)           an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)           “or”
is not exclusive;


 


(d)           “including”
or “include” means including or include without limitation;


 


(e)            words
in the singular include the plural and words in the plural include the singular;


 


(f)            unsecured
or unguaranteed Indebtedness shall not be deemed to be subordinate or junior to secured or guaranteed Indebtedness merely by virtue
of its nature as unsecured or unguaranteed Indebtedness;


 


(g)           any
Indebtedness secured by a Lien ranking junior to any of the Liens securing other Indebtedness shall not be deemed to be subordinate
or junior to such other Indebtedness by virtue of the ranking of such Liens;


 


(h)           the
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section, clause or other subdivision; and


 


(i)            the
Trust Indenture Act of 1939, as amended (the “TIA”), shall not apply to this Indenture, the Notes, the Note
Guarantees or any documents or instruments related thereto, and no terms used in any of the foregoing shall have meanings given
to them by the TIA.


 






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Article Two

The Notes


 


Section 2.01.      The
Notes.


 


(a)           Form and
Dating. The Notes and the Trustee’s (or the authenticating agent’s) certificate of authentication shall be substantially
in the form of Exhibit A attached hereto with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, the rules of
any securities exchange agreements to which the Issuer is subject, if any, or usage; provided that any such notation, legend
or endorsement is in form reasonably acceptable to the Issuer. The Issuer shall approve the form of the Notes. Each Note shall
be dated the date of its authentication. The terms and provisions contained in the form of the Notes shall constitute and are
hereby expressly made a part of this Indenture. The Notes shall be issued only in registered form without coupons and only in
minimum denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof.


 


(b)           Global
Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global
Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A
attached hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited
on behalf of the purchasers of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its
nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section ‎‎2.02)
as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased
by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter
provided.


 


Notes
offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in
the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except
as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers
of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by
the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section ‎‎2.02)
as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register,
as hereinafter provided.


 


(c)           Book-Entry
Provisions. This ‎‎Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted
Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC.


 


Members of, or participants
and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under
such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer,
a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the
Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder
of a beneficial interest in any Global Note.


 






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Subject
to the provisions of ‎‎Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that
a Holder is entitled to take under this Indenture or the Notes.


 


Except
as provided in ‎Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive
physical delivery of Definitive Registered Notes.


 


Section 2.02.      Execution
and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall
sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature.


 


If an authorized member
of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the
time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be
valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs
the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.


 


The
Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating
agent) (a) Original Notes, on the date hereof, for original issue an aggregate principal amount of $525,000,000 and
(b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the
provisions of ‎Section 4.06 and ‎Section 4.07.
The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided
that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global
Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will
issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment,
any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar,
Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer.


 


The
Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if
the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to existing Holders.


 






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Section 2.03.      Registrar,
Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their
transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the
 “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”
and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands
to or upon the Issuer in respect of the Notes may be served.


 


The Issuer may appoint
one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents.


 


The
Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices
and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying
Agent for the purposes of Articles Three and ‎‎Eight and Sections ‎‎4.09
and ‎‎4.11.


 


The Issuer hereby
appoints (i) U.S. Bank National Association, located at 60 Livingston Avenue, St. Paul, Minnesota 55107 (the “Principal
Paying Agent”) and (ii) U.S. Bank National Association, located at 60 Livingston Avenue, St. Paul, Minnesota 55107,
as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating
agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the
Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture
and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For
the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those
funds to be disbursed.


 


Subject to any applicable
laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at
its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive
evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes
have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced.
In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued
in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so
canceled and the date on which such Note was canceled.


 


The
Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the
name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably
qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to ‎‎Section 7.05.


 






    43


     


    

 


Section 2.04.      Paying
Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time), one Business Day prior to each due date of
the principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately
available funds in U.S. dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date
for payment under the Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment.
The Principal Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders
on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal
Paying Agent after the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money
to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking
procedures and timing constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next
Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal
Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds.
The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes)
in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to
a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate
of the Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the
Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal,
premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as
provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act.


 


The
Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge
this Indenture in accordance with the provisions of ‎‎Article Eight, notify the Paying Agent in writing of
this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the
Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of ‎‎Article Eight.


 


Section 2.05.      Holder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing
no later than the Record Date for each Interest Payment Date and at such other times as the Trustee may request in writing, a
list, in such form and as of such Record Date as the Trustee may reasonably require, of the names and addresses of Holders, including
the aggregate principal amount of Notes held by each Holder.


 






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Section 2.06.      Transfer
and Exchange.


 


(a)           Where
Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance
with the requirements of this ‎‎Section 2.06. To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee (or the authenticating agent) shall, upon receipt of an Issuer Order, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like
aggregate principal amount, at the Registrar’s request; provided that no Note of less than $2,000 may be transferred
or exchanged. No service charge shall be made for any registration of transfer or exchange of Notes (except as otherwise expressly
permitted herein), but the Issuer may require payment of a sum sufficient to cover any agency fee or similar charge payable in
connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable in
connection with any redemption of the Notes or upon exchanges pursuant to Sections ‎‎3.07, ‎‎3.08
or ‎‎9.04) or in accordance with an Asset Sale Offer pursuant to Section ‎‎4.09 or Change of
Control Offer pursuant to ‎Section 4.11, not involving a transfer.


 


Upon presentation
for exchange or transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such
Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued
in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a
Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the
Security Register.


 


Furthermore, the exchange
or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by
the Holder or by a duly authorized attorney-in-fact at the office of the Registrar.


 


Every Note presented
or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.


 


All Notes issued upon
any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer evidencing the same indebtedness,
and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Neither
the Issuer nor the Trustee, Registrar or any Paying Agent shall be required (i) to issue, register the transfer of, or exchange
any Note during a period beginning at the opening of 15 days before the day of the delivery of a notice of redemption of Notes
selected for redemption under Section ‎‎3.02 and ending at the close of business on the day of such delivery,
or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.


 






    45


     


    

 


(b)           Notwithstanding
any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of DTC, transfers
of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section ‎‎2.01(c),
‎Section ‎2.06(a) and this Section ‎‎2.06(b); provided that a beneficial
interest in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the
same Global Note in accordance with the transfer restrictions set forth in the restricted Note legend on the Note, if any.


 


(i)            Except
for transfers or exchanges made in accordance with either of clauses ‎‎(ii) or ‎(iii) of
this ‎‎Section 2.06(b), transfers of a Global Note shall be limited to transfers of such Global Note
in whole, but not in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.


 


(ii)          Restricted
Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes
to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest
in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation
S Global Note, such transfer or exchange may be effected, only in accordance with this clause ‎‎(ii) and
the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”).
Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause
to be credited an interest in the Regulation S Global Note in a specified principal amount and to cause to be debited an interest
in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B attached
hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Notes and (x) pursuant to and in accordance with Regulation S or
(y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by
Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall
cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal
amount of the interest in the Restricted Global Note to be exchanged or transferred.


 






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(iii)            Regulation
S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes
to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted
Global Note, such transfer may be effected only in accordance with this clause ‎‎(iii) and the Applicable
Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to
credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited
an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C
attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest
reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the
requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person
transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S.
Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure
that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation
S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal
amount of the interest in such Regulation S Global Note to be exchanged or transferred.


 


(c)           If
Notes are issued upon the transfer, exchange or replacement of Notes bearing the restricted Notes legends set forth in Exhibit A
attached hereto, the Notes so issued shall bear the restricted Notes legends, and a request to remove such restricted Notes legends
from Notes shall not be honored unless there is delivered to the Issuer such satisfactory evidence, which may include an Opinion
of Counsel licensed to practice law in the State of New York, as may be reasonably required by the Issuer, that neither the legend
nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of
Rule 144A or Rule 144 under the U.S. Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the
direction of the Issuer, shall (or shall direct the authenticating agent to) authenticate and deliver Notes that do not bear the
legend.


 


(d)           The
Trustee and the Agents shall have no responsibility for any actions taken or not taken by DTC, Euroclear or Clearstream, as the
case may be.


 


(e)          The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Participants, members or Beneficial Owners of interests in any Global Note) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


(f)            In
connection with any proposed exchange of a Global Note for a Definitive Registered Note, the Issuer or DTC or its Participants
shall provide or cause to be provided to the Trustee all information reasonably requested by the Trustee that is necessary to
allow the Trustee to comply with any applicable tax reporting obligations. The Trustee may rely on information provided to it
and shall have no responsibility to verify or ensure the accuracy of such information.


 






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(g)            Notwithstanding
anything to the contrary in this ‎‎Section 2.06, the Issuer is not required to register the transfer of any
Definitive Registered Notes:


 


(i)            for
a period of 15 days prior to any date fixed for the redemption of the Notes;


 


(ii)           for
a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;


 


(iii)          for
a period of 15 days prior to the Record Date with respect to any Interest Payment Date;


 


(iv)          which
the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.


 


Section 2.07.      Replacement
Notes. If a mutilated Definitive Registered Note is surrendered to the Registrar or if the Holder claims that the Note has
been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall (or shall direct the authenticating agent
to), upon receipt of an Issuer Order, authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or wrongfully
taken if the Holder satisfies any other reasonable requirements of the Issuer and any requirement of the Trustee. If required
by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee
to protect the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and any authenticating
agent, from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their
expenses in replacing a Note.


 


In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion
may pay such Note instead of issuing a new Note in replacement thereof.


 


Every replacement
Note shall be an additional obligation of the Issuer.


 


The
provisions of this ‎Section ‎2.07 are exclusive
and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Notes.


 


Section 2.08.      Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by or on behalf of the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this ‎‎Section 2.08
as not outstanding. Subject to ‎‎Section 2.09, a
Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 






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If
a Note is replaced pursuant to ‎‎Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer
receive proof satisfactory to them that the Note that has been replaced is held by a bona fide purchaser.


 


If the Paying Agent
holds, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, interest
and Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing,
as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms
of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases
to accrue.


 


Section 2.09.         Notes
Held by Issuer. In determining whether the Holders of the required principal amount of Notes have concurred in any direction,
waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or by any of its
Affiliates shall be disregarded and treated as if they were not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change
to this Indenture, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer or any of its Affiliates.


 


Section 2.10.        Definitive
Registered Notes.


 


(a)           A
Global Note deposited with a custodian for DTC pursuant to Section ‎‎‎2.01 shall be transferred in whole
to the Beneficial Owners thereof in the form of Definitive Registered Notes only if such transfer complies with ‎Section 2.06
and (i) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary for such Global Note or DTC
ceases to be registered as a clearing agency under the Exchange Act, and in each case a successor depositary is not appointed by
the Issuer within 90 days of such notice, (ii) the Issuer, at its option, executes and delivers to the Trustee an Officer’s
Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of a Book-Entry Interest requests such
an exchange in writing delivered through DTC following an Event of Default under this Indenture. Notice of any such transfer shall
be given by the Issuer in accordance with the provisions of ‎‎‎Section 12.02(a).


 


(b)           Any
Global Note that is transferable to the Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section ‎‎‎2.10
shall be surrendered by the custodian for DTC, to the Transfer Agent, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each
portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of
Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this ‎‎‎Section 2.10
shall be executed, authenticated and delivered only in registered form in minimum denominations of $2,000 and any integral multiples
of $1,000 in excess thereof and registered in such names as DTC may direct. Subject to the foregoing, a Global Note is not exchangeable
except for a Global Note of like denomination to be registered in the name of DTC or its nominee. In the event that a Global Note
becomes exchangeable for Definitive Registered Notes, payment of principal, premium, if any, and interest on the Definitive Registered
Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the
Issuer maintained for such purposes in accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes
shall bear the applicable legends set forth in Exhibit A attached hereto.


 






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(c)           In
the event of the occurrence of any of the events specified in ‎‎Section 2.10(a), the Issuer shall promptly
make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully
registered form without interest coupons.


 


Section 2.11.        Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, in accordance with its
customary procedures, and no one else shall cancel (subject to the record retention requirements of the Exchange Act and the Trustee’s
retention policy) all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such cancelled
Notes in its customary manner. Except as otherwise provided in this Indenture, the Issuer may not issue new Notes to replace Notes
it has redeemed, paid or delivered to the Trustee for cancellation.


 


Section 2.12.         Defaulted
Interest. Any interest on any Note that is payable, but is not punctually paid or duly provided for, on the dates and in the
manner provided in the Notes and this Indenture (all such interest herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Issuer, at its election in each case, as provided in clause ‎‎(a) or
‎‎(b) below:


 


(a)           The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close
of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner.
The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date
of the proposed payment, and at the same time the Issuer may deposit with the Paying Agent an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest; or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held for the benefit of the Persons entitled
to such Defaulted Interest as provided in this clause. In addition, the Issuer shall fix a special record date for the payment
of such Defaulted Interest, such date to be not more than 15 days and not less than 10 days prior to the proposed payment date
and not less than 15 days after the receipt by the Trustee of the notice of the proposed payment date. The Issuer shall promptly
but, in any event, not less than 15 days prior to the special record date, notify the Trustee of such special record date and,
in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment date of such Defaulted Interest
and the special record date therefor to be delivered first-class, postage prepaid to each Holder as such Holder’s address
appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment date
of such Defaulted Interest and the special record date therefor having been so delivered, such Defaulted Interest shall be paid
to the Persons in whose names the Notes are registered at the close of business on such special record date and shall no longer
be payable pursuant to clause ‎‎(b) below.


 






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(b)           The
Issuer may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Issuer to the Trustee of the proposed payment date pursuant to this clause, such manner of payment shall be
deemed reasonably practicable.


 


Subject
to the foregoing provisions of this ‎‎Section 2.12, each Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note.


 


Section 2.13.         Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 2.14.         ISIN
and CUSIP Numbers. The Issuer in issuing the Notes may use ISIN and CUSIP numbers (if then generally in use), and, if so,
the Trustee shall use ISIN and CUSIP numbers, as appropriate, in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers or codes either as printed
on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall
promptly notify the Trustee of any change in the ISIN or CUSIP numbers.


 


Section 2.15.         Issuance
of Additional Notes. The Issuer may, subject to ‎‎Section 4.06
of this Indenture, issue Additional Notes under this Indenture in accordance with the procedures of ‎Section 2.02.
The Original Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.


 


Article Three

Redemption; Offers to Purchase


 


Section 3.01.         Right
of Redemption. The Issuer may redeem all or any portion of the Notes upon the terms and at the Redemption Prices set forth
in the Notes. Any redemption pursuant to this ‎‎Section 3.01
shall be made pursuant to the provisions of this ‎‎Article Three.


 






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Section 3.02.        Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to ‎‎Section 3.01,
it shall notify the Trustee in writing of the Redemption Date and the record date, the principal amount of Notes to be redeemed,
the Redemption Price and the paragraph of the Notes pursuant to which the redemption will occur.


 


The
Issuer shall give each notice to the Trustee provided for in this ‎‎Section 3.02 in writing at least 10 days
before the date notice is delivered to the Holders pursuant to ‎‎Section 3.04
unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate from the Issuer
to the effect that such redemption will comply with the conditions herein. If fewer than all the Notes are to be redeemed, the
record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not
less than 15 days after the date of notice to the Trustee.


 


Section 3.03.         Selection
of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes
to be redeemed by a method that complies with the requirements, as certified to it by the Issuer, of the principal securities
exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing
system or, if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection
and the Notes are not held through clearing system or the clearing system prescribes no method of selection, on a pro rata
basis, by lot or by such other method as the Trustee deems fair and appropriate; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.


 


The Trustee shall make
the selection from the Notes outstanding and not previously called for redemption. The Trustee may select for redemption portions
equal to $1,000 in principal amount and any integral multiple thereof; provided that no Notes of $2,000 in principal amount
or less may be redeemed in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption. The Trustee shall notify the Issuer promptly in writing of the Notes or portions of Notes to be
called for redemption.


 


The
Trustee shall not be liable for selections made in accordance with the provisions of this ‎‎Section 3.03 or
for selections made by DTC.


 


Any redemption and
notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.


 


Section 3.04.        Notice
of Redemption.


 


(a)          At
least 10 days but not more than 60 days before a date for redemption of the Notes, the Issuer shall deliver a notice of redemption
by first-class mail to each Holder to be redeemed at its address contained in the Security Register, except that redemption notices
may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes
or a satisfaction and discharge of this Indenture, and shall comply with the provisions of ‎‎Section 12.01(b).


 






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(b)          The
notice shall identify the Notes to be redeemed (including ISIN and CUSIP numbers) and shall state:


 


(i)          the
Redemption Date and the record date;


 


(ii)         the
appropriate calculation of the Redemption Price and the amount of accrued interest, if any, and Additional Amounts, if any, to
be paid;


 


(iii)        the
name and address of the Paying Agent;


 


(iv)        that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest,
if any, and Additional Amounts, if any;


 


(v)         that,
if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral
multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note
or Notes in principal amount equal to the unredeemed portion thereof will be reissued;


 


(vi)        that,
if any Note contains an ISIN or CUSIP number, no representation is being made as to the correctness of such ISIN or CUSIP number
either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification
numbers printed on the Notes;


 


(vii)       that,
unless the Issuer and the Guarantors default in making such redemption payment, interest on the Notes (or portion thereof) called
for redemption shall cease to accrue on and after the Redemption Date; and


 


(viii)      the
paragraph of the Notes or section of this Indenture pursuant to which the Notes called for redemption are being redeemed.


 


At
the Issuer’s written request, the Trustee shall give a notice of redemption in the Issuer’s name and at the Issuer’s
expense. In such event, the Issuer shall provide the Trustee with the notice and the other information required by this ‎‎Section 3.04.


 


For Notes which are
represented by global certificates held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication
to entitled account holders in substitution for the aforesaid delivery.


 


(c)            In
connection with any redemption of Notes described in this ‎‎Section 3.04, any such redemption and/or notice
of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of
any related refinancing or a Change of Control. In addition, if such redemption or notice is subject to satisfaction of one or
more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until
such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption
Date so delayed.


 






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Section 3.05.        Deposit
of Redemption Price. At least one Business Day prior to any Redemption Date, by no later than 12:00 p.m. (New York, New
York time) on that date, the Issuer shall deposit or cause to be deposited with the Paying Agent (or, if the Issuer or any of
its Affiliates is the Paying Agent, shall segregate and hold in trust) a sum in same day funds sufficient to pay the Redemption
Price of and accrued interest and Additional Amounts, if any, on all Notes to be redeemed on that date other than Notes or portions
of Notes called for redemption that have previously been delivered by the Issuer to the Trustee for cancellation. The Paying Agent
shall return to the Issuer following a written request by the Issuer any money so deposited that is not required for that purpose.


 


Section 3.06.         [Reserved].


 


Section 3.07.         Payment
of Notes Called for Redemption. If notice of redemption has been given in the manner provided below, the Notes or portion
of Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated
therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in
the payment of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes) such Notes shall cease to accrue interest.
Upon surrender of any Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the
Issuer at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at
the close of business on the relevant Record Date.


 


Notice of redemption
shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such
notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to
whom such notice was properly given.


 


Section 3.08.        Notes
Redeemed in Part.


 


(a)           Upon
surrender of a Global Note that is redeemed in part, the Paying Agent shall forward such Global Note to the Registrar who shall
make a notation on the Security Register to reduce the principal amount of such Global Note to an amount equal to the unredeemed
portion of the Global Note surrendered; provided that each such Global Note shall be in a principal amount at final Stated
Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.


 






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(b)           Upon
surrender and cancellation of a Definitive Registered Note that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the
Note surrendered and canceled; provided that each such Definitive Registered Note shall be in a principal amount at final
Stated Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.


 


Section 3.09.        Redemption
for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving
not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable
and given in accordance with the procedures set forth under ‎‎Section 3.04),
at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the
date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then
due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders
on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect
thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any
Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise
to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the
Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including,
for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer
or any Guarantor), and the requirement arises as a result of:


 


(a)           any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which
change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction
became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or


 


(b)           any
change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including
by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue guidance),
which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax
Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the
foregoing clauses ‎‎(a) and ‎‎(b), a “Change in Tax Law”).


 


The Issuer shall not
give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor
would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then
due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication
or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee
an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel
shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer
to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above,
it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional
Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it.


 






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The Trustee will accept
and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence
and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The
foregoing provisions of this ‎‎Section 3.09 will apply, mutatis mutandis, to any successor of the Issuer
(or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or
any Guarantor).


 


Article Four

Covenants


 


Section 4.01.         Payment
of Notes. The Issuer and the Guarantors (including Parent), jointly and severally, covenant and agree for the benefit of the
Holders that they shall duly and punctually pay the principal of, premium, if any, interest and Additional Amounts, if any, on
the Notes on the dates and in the manner provided in the Notes and in this Indenture. Subject to ‎‎Section 2.04,
principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the date due if on such date
the Trustee or the Paying Agent (other than the Issuer or any of its Affiliates) holds, as of 10:00 a.m. (New York, New York
time) on the due date, in accordance with this Indenture, money sufficient to pay all principal, premium, if any, interest and
Additional Amounts, if any, then due. If the Issuer or any of its Affiliates acts as Paying Agent, principal, premium, if any,
interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies
with ‎‎Section 2.04.


 


The Issuer or the Guarantors
shall pay interest on overdue principal at the rate specified therefor in the Notes. The Issuer or the Guarantors shall pay interest
on overdue installments of interest at the same rate to the extent lawful.


 


Section 4.02.        Corporate
Existence. Subject to ‎‎Article Five, the Issuer
and each Guarantor (including Parent) shall do or cause to be done all things necessary to preserve and keep in full force and
effect their corporate, partnership, limited liability company or other existence and the rights (charter and statutory), licenses
and franchises of the Issuer and each Guarantor; provided that the Issuer shall not be required to preserve any such right,
license or franchise if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Issuer and the Guarantors as a whole.


 






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Section 4.03.        Maintenance
of Properties. Parent shall cause all properties owned by it, the Issuer or any other Guarantor or used or held for use in
the conduct of its business or the business of the Issuer or any other Guarantor to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of Parent may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this ‎‎Section 4.03
shall prevent Parent from discontinuing the maintenance of any such properties if such discontinuance is, in the judgment of Parent,
desirable in the conduct of the business of the Issuer and the Guarantors as a whole.


 


Section 4.04.         Insurance.
Parent shall maintain, and shall cause the Issuer and the other Guarantors to maintain, insurance with carriers believed by Parent
to be responsible, against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and coinsurance
provisions, as Parent believes are customarily carried by businesses similarly situated and owning like properties, including
as appropriate general liability, property and casualty loss insurance (but on the basis that Parent, the Issuer and the other
Guarantors self-insure Vessels for certain war risks); provided that in no event shall the Issuer and the Guarantors be
required to obtain any business interruption, loss of hire or delay in delivery insurance.


 


Section 4.05.         Statement
as to Compliance.


 


(a)           The
Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written request by
the Trustee, an Officer’s Certificate stating that in the course of the performance by the signer of its duties as an Officer
of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred
during such period and, if any, specifying such Default, its status and what action the Issuer is taking or proposed to take with
respect thereto. For purposes of this ‎‎Section 4.05(a), such compliance shall be determined without regard
to any period of grace or requirement of notice under this Indenture.


 


(b)           If
the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder
seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly,
and in any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action
(including any action the Issuer is taking or propose to take in respect thereof).


 


Section 4.06.        Incurrence
of Indebtedness and Issuance of Preferred Stock or Preference Shares.


 


(a)           Parent
will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)
any Indebtedness (including Acquired Debt), and Parent will not and will not permit any Restricted Subsidiary to issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock or preference shares; provided,
however, that Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries
may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, preferred stock or preference shares, if the Fixed
Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such
preferred stock is or preference shares are issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had
been incurred or the Disqualified Stock or the preferred stock or preference shares had been issued, as the case may be, at the
beginning of such four-quarter period.


 






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(b)           ‎‎Section 4.06(a) shall
not prohibit, however, the incurrence of any of the following items of Indebtedness, without duplication (collectively, “Permitted
Debt”):


 


(i)          Indebtedness
under Credit Facilities and ECA Facilities in an aggregate principal amount at any time outstanding not to exceed $16,340.8 million;


 


(ii)         the
incurrence by Parent and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness under Existing Credit Agreements);


 


(iii)        the
incurrence by the Issuer and the Guarantors (including Parent) of Indebtedness represented by the Notes issued on the Issue Date
and the related Note Guarantees;


 


(iv)        the
incurrence by Parent or any Restricted Subsidiary of Indebtedness represented by Attributable Debt, Capital Lease Obligations,
mortgage financings or purchase money obligations, the issuance by Parent or any Restricted Subsidiary of Disqualified Stock and
the issuance by any Restricted Subsidiary of preferred stock or preference shares, in each case, incurred or issued for the purpose
of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation,
repair, replacement or improvement of property (including Vessels), plant or equipment or other assets (including Capital Stock)
used in the business of Parent or any of its Restricted Subsidiaries, in an aggregate principal amount or liquidation preference,
including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred or Disqualified Stock or preferred stock or preference shares issued pursuant to this clause ‎‎(iv),
not to exceed the greater of $250.0 million and 1.75% of Total Tangible Assets at any time outstanding (it being understood that
any such Indebtedness may be incurred and such Disqualified Stock and preferred stock or preference shares may be issued after
the acquisition, purchase, charter, leasing or rental or the design, construction, installation, repair, replacement or the making
of any improvement with respect to any asset (including Vessels)); provided that the principal amount of any Indebtedness,
Disqualified Stock or preferred stock or preference shares permitted under this clause ‎‎(iv) did not
in each case at the time of incurrence exceed, together with amounts previously incurred and outstanding under this clause ‎‎(iv) with
respect to any such applicable Vessel, (A) in the case of a completed Vessel, the greater of the Net Book Value and the Appraised
Value and (B) in the case of an uncompleted Vessel, 90% of the contract price for the acquisition or construction of such
Vessel, in the case of this clause ‎‎(B), as determined on the date on which the agreement for acquisition
or construction of such Vessel was entered into by Parent or its Restricted Subsidiary, plus any other Ready for Sea Cost
of such Vessel plus 100% of any related export credit insurance premium;


 






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(v)           the
incurrence by Parent or any Restricted Subsidiary of Indebtedness, the issuance by Parent or any Restricted Subsidiary of Disqualified
Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in connection with any New Vessel Financing
in an aggregate principal amount at any one time outstanding (including all Permitted Refinancing Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock or preferred stock or preference
shares issued under this clause ‎‎(v)) not exceeding the New Vessel Aggregate Secured Debt Cap as calculated
on the date of the relevant incurrence under this clause ‎‎(v);


 


(vi)          Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease
or discharge, any Indebtedness (other than intercompany Indebtedness, Disqualified Stock or preferred stock or preference shares)
that was permitted to be incurred under ‎‎Section 4.06(a) or clause ‎‎(i),
‎‎(ii), ‎‎(iii), ‎‎(iv), ‎‎(v), ‎‎(vi),
‎(xii) ‎or ‎(xviii) of this ‎‎Section 4.06(b);


 


(vii)         the
incurrence by Parent or any Restricted Subsidiary of intercompany Indebtedness between or among Parent or any Restricted Subsidiary;
provided that:


 


(A)            if
the Issuer or any Guarantor (including Parent) is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor
(including Parent), such Indebtedness must be unsecured and ((i) except in respect of the intercompany current liabilities
incurred in the ordinary course of business in connection with the cash management operations of Parent and its Restricted Subsidiaries
and (ii) only to the extent legally permitted (Parent and its Restricted Subsidiaries having completed all procedures required
in the reasonable judgment of directors or officers of the obligee or obligor to protect such Persons from any penalty or civil
or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment in
full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case
of a Guarantor (including Parent); and


 






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(B)            (i) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent
or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Parent
or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Parent or such Restricted
Subsidiary, as the case may be, that was not permitted by this clause ‎‎(vii);


 


(viii)            the
issuance by any Restricted Subsidiary to Parent or to any of its Restricted Subsidiaries of Disqualified Stock, preferred stock
or preference shares; provided that (A) any subsequent issuance or transfer of Equity Interests that results in any
such Disqualified Stock, preferred stock or preference shares being held by a Person other than Parent or a Restricted Subsidiary
and (B) any sale or other transfer of any such Disqualified Stock, preferred stock or preference shares to a Person that is
not either Parent or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such Disqualified Stock,
preferred stock or preference shares by such Restricted Subsidiary that was not permitted by this clause ‎‎(viii);


 


(ix)            the
incurrence by Parent or any Restricted Subsidiary of Hedging Obligations that are not for speculative purposes;


 


(x)            the
Guarantee by Parent or any Restricted Subsidiary of Indebtedness of Parent or any Restricted Subsidiary to the extent that the
guaranteed Indebtedness was permitted to be incurred by another provision of this ‎‎Section 4.06; provided
that, in each case, if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or a Note Guarantee,
then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;


 


(xi)            the
incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness (A) in respect of workers’ compensation claims,
self-insurance obligations, captive insurance companies and bankers’ acceptances in the ordinary course of business; (B) in
respect of letters of credit, surety, bid, performance, travel or appeal bonds, completion guarantees, judgment, advance payment,
customs, VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or consistent
with past practice or industry practice (including as required by any governmental authority) and not in connection with the borrowing
of money, including letters of credit or similar instruments in respect of self-insurance and workers compensation obligations,
or for the protection of customer deposits or credit card payments; provided, however, that upon the drawing of such
letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; (C) arising
from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds, so long as such Indebtedness is covered within 30 days; and (D) consisting of (x) the financing of
insurance premiums or (y) take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of
business;


 






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(xii)            Indebtedness,
Disqualified Stock, preferred stock or preference shares (A) of any Person outstanding on the date on which such Person becomes
a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition
of assets and assumption of related liabilities) Parent or any Restricted Subsidiary or (B) incurred or issued to provide
all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person
became a Restricted Subsidiary or was otherwise acquired by Parent or a Restricted Subsidiary; provided, however,
with respect to this clause ‎(xii), that at the time of the acquisition or other transaction pursuant to which
such Indebtedness, Disqualified Stock, preferred stock or preference shares were deemed to be incurred or issued, (x) Parent
would have been able to incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a) after
giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Indebtedness or issuance
of such Disqualified Stock, preferred stock or preference shares pursuant to this clause ‎(xii) or (y) the
Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or preferred
stock is, or preference shares are, issued pursuant to this clause ‎(xii), taken as one period, would not be
less than it was immediately prior to giving pro forma effect to such acquisition or other transaction and the incurrence
of such Indebtedness or issuance of such Disqualified Stock, preferred stock or preference shares;


 


(xiii)            Indebtedness
arising from agreements of Parent or a Restricted Subsidiary providing for customary indemnification, obligations in respect of
earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection
with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary; provided
that (in the case of a disposition) the maximum liability of Parent and its Restricted Subsidiaries in respect of all such Indebtedness
shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received
and without giving effect to any subsequent changes in value), actually received by Parent and its Restricted Subsidiaries in connection
with such disposition;


 


(xiv)            the
incurrence by Parent or any Restricted Subsidiary of Indebtedness in the form of Unearned Customer Deposits and advance payments
received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;


 


(xv)            Indebtedness
of Parent or any Restricted Subsidiary incurred in connection with credit card processing arrangements or other similar payment
processing arrangements entered into in the ordinary course of business;


 






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(xvi)            the
incurrence by Parent or any Restricted Subsidiary of Indebtedness, the issuance by Parent or any Restricted Subsidiary of Disqualified
Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares to finance the replacement (through
construction or acquisition) of a Vessel upon an Event of Loss of such Vessel in an aggregate amount no greater than the Ready
for Sea Cost for such replacement Vessel, in each case less all compensation, damages and other payments (including insurance proceeds
other than in respect of business interruption insurance) received by Parent or any of its Restricted Subsidiaries from any Person
in connection with such Event of Loss in excess of amounts actually used to repay Indebtedness secured by the Vessel subject to
such Event of Loss and any costs and expenses incurred by Parent or any of its Restricted Subsidiaries in connection with such
Event of Loss;


 


(xvii)            the
incurrence by Parent or any Restricted Subsidiary of Indebtedness in relation to (A) regular maintenance required on any of
the Vessels owned or chartered by Parent or any of its Restricted Subsidiaries, and (B) any expenditures that are, or are
reasonably expected to be, recoverable from insurance on such Vessels;


 


(xviii)            the
incurrence of Indebtedness by Parent or any Restricted Subsidiary of Indebtedness, the issuance by Parent or any Restricted Subsidiary
of Disqualified Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock, preferred stock or preference
shares issued pursuant to this clause ‎‎(xviii), not to exceed the greater of $750.0 million and 4.50% of
Total Tangible Assets; and


 


(xix)            Indebtedness
existing solely by reason of Permitted Liens described in clause (cc) of the definition thereof.


 


(c)            Neither
the Issuer nor any Guarantor (including Parent) will incur any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Issuer or such Guarantor (including Parent) unless such Indebtedness is also
contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Issuer or any Guarantor (including Parent) solely by virtue of being unsecured.


 


(d)            For
purposes of determining compliance with this ‎‎Section 4.06, in the event that an item of Indebtedness meets
the criteria of more than one of the categories of Permitted Debt described in clauses ‎‎(i) through ‎‎(xix) of
‎‎Section 4.06(b), or is entitled to be incurred pursuant to ‎‎Section 4.06(a), the Issuer,
in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence and only be required
to include the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence
to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections ‎‎4.06(a) and
‎4.06(b) and from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this ‎‎Section 4.06.


 






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(e)            In
connection with the incurrence or issuance, as applicable, of (x) revolving loan Indebtedness or (y) any commitment relating
to the incurrence or issuance of Indebtedness, Disqualified Stock, preferred stock or preference shares, in each case, in compliance
with this ‎‎Section 4.06, and the granting of any Lien to secure such Indebtedness, Parent or the applicable
Restricted Subsidiary may, at its option, designate such incurrence or issuance and the granting of any Lien therefor as having
occurred on the date of first incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”),
and any related subsequent actual incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under
this Indenture to have been incurred or issued and granted on such Deemed Date, including, without limitation, for purposes of
calculating the Fixed Charge Coverage Ratio, usage of any baskets described herein (if applicable), the Consolidated Total Leverage
Ratio and Consolidated EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such
commitment shall be made on a pro forma basis giving effect to the deemed incurrence or issuance, the granting of any Lien
therefor and related transactions in connection therewith).


 


(f)            The
accrual of interest or preferred stock or preference share dividends, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
preferred stock or preference shares as Indebtedness due to a change in accounting principles, the payment of dividends on preferred
stock, preference shares or Disqualified Stock in the form of additional shares of the same class of preferred stock, preference
shares or Disqualified Stock, the accretion of liquidation preference and the increase in the amount of Indebtedness outstanding
solely as a result of fluctuations in exchange rates or currency values will not be deemed to be an incurrence of Indebtedness
or an issuance of preferred stock, preference shares or Disqualified Stock for purposes of this ‎‎Section 4.06;
provided, in each such case, that the amount of any such accrual, accretion, amortization, payment, reclassification or
increase is included in the Fixed Charges of Parent as accrued.


 


(g)            For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was incurred or, in the case of Indebtedness incurred under a revolving credit
facility and at the option of the Issuer, first committed; provided that (a) if such Indebtedness is incurred to refinance
other Indebtedness denominated in a currency other than U.S. dollars, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
indebtedness does not exceed the aggregate principal amount of such Indebtedness being refinanced; and (b) if and for so long
as any Indebtedness is subject to a Hedging Obligation with respect to the currency in which such Indebtedness is denominated covering
principal amounts payable on such Indebtedness, the amount of such Indebtedness, if denominated in U.S. dollars, will be the amount
of the principal payment required to be made under such Hedging Obligation and, otherwise, the U.S. dollar-equivalent of such amount
plus the U.S. dollar-equivalent of any premium which is at such time due and payable but is not covered by such Hedging
Obligation.


 






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(h)            Notwithstanding
any other provision of this ‎‎Section 4.06, the maximum amount of Indebtedness that Parent or any Restricted
Subsidiary may incur pursuant to this ‎‎Section 4.06 shall not be deemed to be exceeded solely as a result
of fluctuations in exchange rates or currency values. The principal amount of any Indebtedness incurred to refinance other Indebtedness,
if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate
applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing.


 


(i)            The
amount of any Indebtedness outstanding as of any date will be:


 


(i)            in
the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined in
accordance with GAAP;


 


(ii)            the
principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(iii)            in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


(A)            the
Fair Market Value of such assets at the date of determination; and


 


(B)            the
amount of the Indebtedness of the other Person.


 


Section 4.07.     Liens.


 


(a)            Parent
shall not and shall not cause or permit the Issuer or any other Guarantor to, directly or indirectly, create, incur, assume or
otherwise cause to exist or become effective any Lien of any kind securing Indebtedness upon any of their property or assets, now
owned or hereafter acquired, except (i) Permitted Liens or (ii) a Lien on such property or assets that is not a Permitted
Lien (each Lien under clause (ii), a “Triggering Lien”) if, contemporaneously with (or prior to) the incurrence
of such Triggering Lien, all Note Obligations are secured on an equal and ratable basis with or on a senior basis to the obligations
so secured until such time as such obligations are no longer secured by such Triggering Lien; provided that, if the Indebtedness
secured by such Triggering Lien is subordinate or junior in right of payment to the Notes or a Note Guarantee, as the case may
be, then such Triggering Lien securing such Indebtedness shall be subordinate or junior in priority to the Lien securing the Note
Obligations.


 






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(b)            With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the
accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional
Indebtedness with the same terms or in the form of common shares of Parent or any direct or indirect parent entity of Parent, the
payment of dividends on preferred stock or preference shares in the form of additional shares of preferred stock or preference
shares of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely
as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. For
the avoidance of doubt, any Lien that is permitted under this Indenture to secure Indebtedness shall also be permitted to secure
any obligations related to such Indebtedness.


  


(c)            Any
Lien created in favor of this Indenture and the Notes or a Note Guarantee pursuant to ‎‎‎Section 4.07(a)(ii) will
be automatically and unconditionally released and discharged upon the release and discharge of the Triggering Lien to which it
relates.


 


(d)            For
purposes of determining compliance with this Section 4.07, (A) Liens securing Indebtedness and obligations need not be
incurred solely by reference to one category of Permitted Liens (or subparts thereof) but are permitted to be incurred in part
under any combination thereof, and (B) in the event that a Lien meets the criteria of one or more of the categories of Permitted
Liens (or subparts thereof), the Issuer may, in its sole discretion, classify, divide or later reclassify or redivide (as if incurred
at such later time) such Liens (or any portions thereof) in any manner that complies with the definition of Permitted Liens, and
such Liens (or portions thereof, as applicable) will be treated as having been incurred pursuant to such clause, clauses or subparts
of the definition of Permitted Liens (and in the case of a subsequent division, classification or reclassification, such Liens
shall cease to be divided or classified as it was prior to such subsequent division, classification or reclassification).


 


Section 4.08.     Restricted
Payments.


 


(a)            Parent
shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)            declare
or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation involving
Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as holders (in each case, other than dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of Parent and other than dividends or distributions payable to Parent or a Restricted Subsidiary);


 






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(ii)            purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, amalgamation or
consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent entity of Parent;


 


(iii)            make
any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness
of the Issuer or any Guarantor (including Parent) that is expressly contractually subordinated in right of payment to the Notes
or to any Note Guarantee (excluding any intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries),
except (A) a payment of principal at the Stated Maturity thereof or (B) the purchase, repurchase, redemption, defeasance
or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or
scheduled maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other
acquisition; or


 


(iv)            make
any Restricted Investment;


 


(all
such payments and other actions set forth in these clauses ‎(i) through ‎(iv) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


(A)            no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(B)            Parent
would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a);


 


(C)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries
since the Issue Date (excluding Restricted Payments permitted by clauses ‎(i) (without duplication of amounts paid pursuant
to any other clause of ‎‎Section 4.08(b)), ‎‎(ii), ‎(iii), ‎‎(iv), ‎‎(v), ‎‎(vi),
 ‎‎(vii), ‎‎(viii), ‎‎(ix), ‎‎(x), ‎‎(xi) and ‎‎(xii) of ‎‎Section 4.08(b)),
is less than the sum, without duplication, of:


 


(1)            50%
of the Consolidated Net Income of Parent for the period (taken as one accounting period) from the first day of the fiscal quarter
commencing immediately following the fiscal quarter in which the Issue Date occurs to the end of Parent’s most recently ended
fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated
Net Income for such period is a deficit, less 100% of such deficit); plus


 






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(2)            100%
of the aggregate net cash proceeds and the Fair Market Value of other assets received by Parent since the Issue Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests of Parent (other than Disqualified Stock) or from the
issue or sale of convertible or exchangeable Disqualified Stock of Parent or any Restricted Subsidiary or convertible or exchangeable
debt securities of Parent or any Restricted Subsidiary, in each case that have been converted into or exchanged for Equity Interests
of Parent (other than (x) net cash proceeds and marketable securities received from an issuance or sale of Equity Interests,
Disqualified Stock or convertible or exchangeable debt securities sold to a Subsidiary of Parent, (y) net cash proceeds and
marketable securities received from an issuance or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable
debt securities that have been converted into, exchanged or redeemed for Disqualified Stock and (z) net cash proceeds and
marketable securities to the extent any Restricted Payment has been made from such proceeds pursuant to ‎Section 4.08(b)(iv));
plus


 


(3)            to
the extent that any Restricted Investment that was made after the Issue Date is (i) sold, disposed of or otherwise cancelled,
liquidated or repaid, 100% of the aggregate amounts received in cash and the Fair Market Value of marketable securities received;
or (ii) made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the Fair Market Value of such Restricted
Investment as of the date such entity becomes a Restricted Subsidiary; plus


 


(4)            to
the extent that any Unrestricted Subsidiary of Parent designated as such after the Issue Date is redesignated as a Restricted Subsidiary,
or is merged, amalgamated or consolidated into Parent or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary
are transferred to Parent or a Restricted Subsidiary, in each case, after the Issue Date, the Fair Market Value of Parent’s
Restricted Investment in such Subsidiary as of the date of such redesignation, merger, amalgamation, consolidation or transfer
of assets to the extent such Investments reduced the Restricted Payments capacity under this clause ‎(4) and were
not previously repaid or otherwise reduced; provided, however, that no amount will be included in Consolidated Net
Income of Parent for purposes of the preceding clause ‎(1) to the extent that it is included under this clause
‎(4); plus


 






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(5)            100%
of any dividends or distributions received by Parent or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary
to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of Parent for such
period (excluding, for the avoidance of doubt, repayments of, or interest payments in respect of, any Permitted Investment pursuant
to clause (p) of the definition thereof); and


 


(D)            at
least one year shall have elapsed since the Issue Date, and (x) in the case of a Restricted Payment made on or after the first
anniversary of the Issue Date and before the second anniversary of the Issue Date, the Consolidated Total Leverage Ratio of Parent
and its Restricted Subsidiaries would not have been greater than 6.0:1.0 on a pro forma basis and (y) in the case of
a Restricted Payment made on or after the second anniversary of the Issue Date, the Consolidated Total Leverage Ratio of Parent
and its Restricted Subsidiaries would not have been greater than 5.0:1.0 on a pro forma basis; provided that neither
clause (x) nor clause (y) shall apply to the making of any Restricted Payment that is a Restricted Investment.


 


(b)            The
preceding provisions will not prohibit the following (“Permitted Payments”):


 


(i)            the
payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration of the
dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend
or distribution or redemption payment would have complied with the provisions of this Indenture;


 


(ii)            the
making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of Parent) of, Equity Interests of Parent or any direct or indirect parent of Parent (other than Disqualified
Stock) or from the substantially concurrent contribution of common equity capital to Parent; provided that the amount of
any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from ‎‎Section 4.08(a)(C)(2);


 


(iii)            the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any
Guarantor (including Parent) that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds
from an incurrence of Permitted Refinancing Indebtedness;


 






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(iv)            so
long as no Default or Event of Default has occurred and is continuing, the purchase, repurchase, redemption or other acquisition
or retirement for value of any Equity Interests of Parent, any direct or indirect parent of Parent or any Restricted Subsidiary
held by any current or former officer, director, employee or consultant of Parent, any direct or indirect parent of Parent or any
of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’
agreement or similar agreement; provided that the aggregate price paid for all such purchased, repurchased, redeemed, acquired
or retired Equity Interests may not exceed $10.0 million in the aggregate in any twelve-month period with unused amounts being
carried over to any subsequent twelve-month period subject to a maximum aggregate amount of $20.0 million being available in any
twelve-month period; and provided, further, that such amount in any twelve-month period may be increased by an amount
not to exceed the cash proceeds from the sale of Equity Interests of Parent or any direct or indirect parent of Parent, in each
case, received by Parent during such twelve-month period, in each case to members of management, directors or consultants of Parent,
any of its direct or indirect parent of Parent or any Restricted Subsidiaries to the extent the cash proceeds from the sale of
such Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to ‎‎Section 4.08(a)(C)(3) or
clause ‎‎‎(ii) of this ‎‎Section 4.08(b);


 


(v)            the
repurchase of Equity Interests deemed to occur upon the exercise of stock or share options to the extent such Equity Interests
represent a portion of the exercise price of those stock or share options;


 


(vi)            so
long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued
dividends to holders of any class or series of Disqualified Stock of Parent or any preferred stock or preference shares of any
Restricted Subsidiary issued on or after the Issue Date in accordance with ‎‎Section 4.06;


 


(vii)            payments
of cash, dividends, distributions, advances or other Restricted Payments by Parent or any of its Restricted Subsidiaries to allow
the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the
conversion or exchange of Capital Stock of any such Person;


 


(viii)            the
payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted
Subsidiary to the holders of its Equity Interests (other than Parent or any Restricted Subsidiary) on no more than a pro rata
basis;


 


(ix)            the
making of (i) cash payments made by Parent or any of its Restricted Subsidiaries in satisfaction of the conversion obligation
upon conversion of convertible Indebtedness issued in a convertible notes offering and (ii) any payments by Parent or any
of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related capped call, hedge, warrant or
other similar transactions;


 


(x)            any
Permitted Tax Distributions;


 


(xi)            any
dividends or other distributions or payments (directly or indirectly) to any direct or indirect parent of Parent in the ordinary
course of business in respect of franchise or similar Taxes and other fees and expenses in connection with the maintenance of its
existence and its direct or indirect ownership of Parent;


 






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(xii)            other
Restricted Payments in an aggregate amount not to exceed $50.0 million since the Issue Date so long as, immediately after giving
effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing; and


 


(xiii)            other
Restricted Payments made on or after the first anniversary of the Issue Date, in an aggregate amount not to exceed $200.0 million
since the Issue Date; provided that (x) in the case of a Restricted Payment made pursuant to this clause ‎(xiii) on
or after the first anniversary of the Issue Date and before the second anniversary of the Issue Date, the Consolidated Total Leverage
Ratio of Parent and its Restricted Subsidiaries would not have been greater than 6.0:1.0 on a pro forma basis and (y) in
the case of a Restricted Payment made pursuant to this clause ‎‎(xiii) on or after the second anniversary
of the Issue Date, the Consolidated Total Leverage Ratio of Parent and its Restricted Subsidiaries would not have been greater
than 5.0:1.0 on a pro forma basis.


 


The amount of all Restricted
Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


For purposes of determining
compliance with this covenant, (1) in the event that a proposed Restricted Payment (or portion thereof) meets the criteria
of one or more categories (or subparts thereof) of Permitted Payments or Permitted Investments, or is entitled to be incurred pursuant
to the first paragraph of this covenant, the Issuer will be entitled to classify or reclassify such payment (or portion thereof)
based on circumstances existing on the date of such reclassification in any manner that complies with this covenant, and such payment
(or portion thereof) will be treated as having been made pursuant to the first paragraph of this covenant or such clause or clauses
(or subparts thereof) in the definition of Permitted Payments or Permitted Investments and (2) the amount of any return of
or on capital from any Investment shall be netted against the amount of such Investment for purposes of determining compliance
with this covenant.


 


Section 4.09.     Asset
Sales.


 


(a)            Parent
shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless:


 


(i)            Parent
(or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair
Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 






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(ii)            at
least 75% of the consideration received in the Asset Sale by Parent or such Restricted Subsidiary is in the form of cash, Cash
Equivalents or Replacement Assets or a combination thereof (which determination may be made by Parent, at its option, either (x) at
the time such Asset Sale is approved by Parent’s Board of Directors or (y) at the time the Asset Sale is completed).
For purposes of this clause ‎‎(ii), each of the following will be deemed to be cash:


 


(A)            any
liabilities, as recorded on the balance sheet of Parent or any Restricted Subsidiary (other than contingent liabilities or liabilities
that are by their terms subordinated to the Notes or the Note Guarantees), that are assumed by the transferee of any such assets
and as a result of which Parent and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are
indemnified against further liabilities or that are otherwise retired or repaid;


 


(B)            any
securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are converted
by Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale,
to the extent of the cash or Cash Equivalents received in that conversion;


 


(C)            any
Capital Stock or assets of the kind referred to in ‎‎Section 4.09(b)(ii) or ‎‎(iv)‎;


 


(D)            Indebtedness
(other than Indebtedness that is by its terms subordinated to the Notes or the Note Guarantees) of any Restricted Subsidiary that
is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that each Restricted Subsidiary is released
from any Guarantee of such Indebtedness in connection with such Asset Sale;


 


(E)            consideration
consisting of Indebtedness of the Issuer or any Guarantor (including Parent) received from Persons who are not Parent or any Restricted
Subsidiary; and


 


(F)            consideration
other than cash, Cash Equivalents or Replacement Assets received by Parent or any Restricted Subsidiary in Asset Sales with a Fair
Market Value not exceeding $125.0 million in the aggregate outstanding at any one time.


 


(b)            Within
450 days after the receipt of any Net Proceeds from an Asset Sale, any Event of Loss, Parent (or the applicable Restricted Subsidiary,
as the case may be) may apply such Net Proceeds:


 


(i)            to
repurchase the Notes pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”);


 


(ii)            to
acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that after
giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;


 






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(iii)            to
make a capital expenditure;


 


(iv)            to
acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used or useful in a Permitted
Business;


 


(v)            to
repurchase, prepay, redeem or repay Indebtedness (A) of Parent, the Issuer or a Restricted Subsidiary which is not a Guarantor
(other than Indebtedness owed to Parent, the Issuer or a Restricted Subsidiary), (B) of Parent, the Issuer or any other Guarantor
that is secured by a Lien on the assets that were the subject of such Asset Sale or Event of Loss or (C) of Parent, the Issuer
or other Guarantor that is pari passu in right of payment with the Notes or any Note Guarantee; provided that, in
the case of this clause ‎‎(C), Parent or the Issuer (or the applicable Restricted Subsidiary) may repurchase,
prepay, redeem or repay such pari passu Indebtedness only if Parent or the Issuer (or the applicable Restricted Subsidiary)
makes an offer to all Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Sale Offer
for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount
of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total
aggregate principal amount outstanding of such pari passu Indebtedness;


 


(vi)            to
enter into a binding commitment to apply the Net Proceeds pursuant to clause ‎(ii), ‎(iii) or
‎(iv) of this ‎‎Section 4.09(b); provided that such binding commitment
(or any subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted
application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition
or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 450 day period; or


 


(vii)            any
combination of the foregoing.


 


Pending the final application
of any Net Proceeds, Parent or the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce borrowings under any
revolving credit facility, or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.


 






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(c)            Any
Net Proceeds from Asset Sales or an Event of Loss that are not applied or invested as provided in ‎Section 4.09(b) (it
being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in ‎‎Section 4.09(b)(i) or
‎‎‎(v) above shall be deemed to have been applied or invested whether or not such Notes Offer is accepted)
will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million (or at
an earlier time, at the option of the Issuer), within ten Business Days thereof, the Issuer will make an offer (an “Asset
Sale Offer”) to all Holders and may make an offer to all holders of other Indebtedness that is pari passu in right
of payment with the Notes or any Note Guarantees with respect to offers to purchase, prepay or redeem with the proceeds of sales
of assets or events of loss to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu
Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the
Notes in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional
Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant Record Date
to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into (or to be prepaid
or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes
tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee will select the Notes and such
other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner provided in ‎‎Section 3.03),
based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero.


 


The Issuer will comply
with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations (and rules of
any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection
with each repurchase of Notes pursuant to an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities
laws or regulations or exchange rules conflict with the Asset Sale or Notes Offer provisions of this Indenture, the Issuer
will comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations
under the Asset Sale or Notes Offer provisions of this Indenture by virtue of such compliance.


 


Section 4.10.     Transactions
with Affiliates.


 


(a)            Parent
shall not, and shall not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend
any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent
(each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million,
unless:


 


(i)            the
Affiliate Transaction is on terms that are, taken as a whole, no less favorable to Parent or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with a Person who
is not such an Affiliate; and


 






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(ii)            the
Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $125.0 million, a resolution of the Board of Directors of Parent set forth in an Officer’s
Certificate certifying that such Affiliate Transaction complies with this ‎‎Section 4.10 and that such
Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent (or in the
event there is only one disinterested director, by such disinterested director, or, in the event there are no disinterested directors,
by unanimous approval of the members of the Board of Directors of Parent).


 


(b)            Notwithstanding
the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions
of ‎‎Section 4.10(a):


 


(i)            any
employment agreement, collective bargaining agreement, consulting agreement or employee benefit arrangements with any employee,
consultant, officer or director of Parent or any Restricted Subsidiary, including under any stock option, stock appreciation rights,
stock incentive or similar plans, entered into in the ordinary course of business;


 


(ii)            transactions
between or among Parent and/or its Restricted Subsidiaries;


 


(iii)            transactions
with a Person (other than an Unrestricted Subsidiary of Parent) that is an Affiliate of Parent solely because Parent owns, directly
or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(iv)            payment
of reasonable and customary fees, salaries, bonuses, compensation, other employee benefits and reimbursements of expenses (pursuant
to indemnity arrangements or otherwise) of Officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;


 


(v)            any
issuance of Equity Interests (other than Disqualified Stock) of Parent to Affiliates of Parent;


 


(vi)            Restricted
Payments that do not violate ‎‎Section 4.08;


 


(vii)            transactions
pursuant to or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification
or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more
disadvantageous to the Holders than the original agreement as in effect on the Issue Date;


 


(viii)            Permitted
Investments (other than Permitted Investments described in clauses (c), (d), (e), (o), (p), (q) and (r) of the definition
thereof);


 


(ix)            Management
Advances;


 






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(x)            transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture that are fair to Parent or the Restricted Subsidiaries in the reasonable
determination of the members of the Board of Directors of Parent or the senior management thereof, or are on terms at least as
favorable as might reasonably have been obtained at such time from an unaffiliated Person;


 


(xi)            the
granting and performance of any registration rights for Parent’s Capital Stock;


 


(xii)            any
contribution to the capital of Parent;


 


(xiii)            pledges
of Equity Interests of Unrestricted Subsidiaries;


 


(xiv)            transactions
with respect to which the Issuer has obtained an opinion of an accounting, appraisal or investment banking firm of international
standing, or other recognized independent expert of international standing with experience appraising the terms and conditions
of the type of transaction or series of related transactions for which an opinion is required, stating that the transaction or
series of related transactions is (A) fair from a financial point of view taking into account all relevant circumstances or
(B) on terms not less favorable than might have been obtained in a comparable transaction at such time on an arm’s-length
basis from a Person who is not an Affiliate;


 


(xv)            [reserved];
and


 


(xvi)            transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate)
between Parent and any other Person or a Restricted Subsidiary and any other Person with which Parent or any of its Restricted
Subsidiaries files a combined, consolidated, unitary or similar group tax return or which Parent or any of its Restricted Subsidiaries
is part of a group for tax purposes that are effected for the purpose of improving the combined, consolidated, unitary or similar
group tax efficiency of Parent and its Subsidiaries and not for the purpose of circumventing any provision of this Indenture.


 


Section 4.11.     Purchase
of Notes upon a Change of Control.


 


(a)            If
a Change of Control Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”)
to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”)
in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date
of purchase (the “Change of Control Purchase Date”) (subject to the rights of Holders on the relevant Record
Dates to receive interest due on the relevant Interest Payment Date).


 






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(b)            Within
30 days following any Change of Control Triggering Event, the Issuer shall deliver a notice to each Holder of the Notes at such
Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in ‎‎Section 3.04,
which notice shall state:


 


(i)            that
a Change of Control Triggering Event has occurred, and the date it occurred, and that a Change of Control Offer is being made;


 


(ii)            the
circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect
to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);


 


(iii)            the
Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days
nor later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described
in such notice;


 


(iv)            that
any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control
Purchase Date unless the Change of Control Purchase Price is not paid;


 


(v)            that
any Note (or part thereof) not tendered shall continue to accrue interest; and


 


(vi)            any
other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance.


 


(c)            On
the Change of Control Purchase Date, the Issuer shall, to the extent lawful:


 


(i)            accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)            deposit
with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly
tendered; and


 


(iii)            deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Issuer.


 


(d)            The
Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for
such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (or cause
to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered,
if any. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer
shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase
Date.


 






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(e)            This
‎‎Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.


 


(f)             If
the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date,
any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business
on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.


 


(g)            The
Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of paragraph 6 of
the Notes, unless and until there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary
contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of
such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer
is made.


 


(h)            The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
(and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable
in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer
shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its obligations
under this Indenture by virtue of such compliance.





 


Section 4.12.     Additional
Amounts.


 


(a)            All
payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with
respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account
of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor
or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes
imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged
in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction
from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction
of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”)
in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of
principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay
such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received
in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have
been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however,
that no Additional Amounts shall be payable with respect to:




 






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(i)            any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner,
if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation)
being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having
been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other
present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition,
ownership or disposition of Notes, the exercise or enforcement of rights under such Note, this Indenture or a Note Guarantee, or
the receipt of payments in respect of such Note or a Note Guarantee;


 


(ii)           any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(iii)          any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(iv)         any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee;


 


(v)          any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of
the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding
or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from,
or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation,
a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent
the Holder or beneficial owner is legally eligible to provide such certification or documentation;


 


(vi)         any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on
behalf of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant
Note to, or otherwise accepting payment from, another Paying Agent;


 






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(vii)        any
Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the Holder of the Notes if such Holder
is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes
would not have been imposed on such payments had such Holder been the sole beneficial owner of such Note;


 


(viii)       any
Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof,
including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Sections 1471 through 1474 of the
Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations
promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and
the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered
into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or


 


(ix)          any
combination of clauses ‎‎(i) through ‎‎(viii) above.


 


In
addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp,
issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar
levies (including penalties, interest and additions to tax related thereto) which are levied by any relevant Tax Jurisdiction on
the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document
referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee
(limited, solely in the case of Taxes attributable to the receipt of any payments or that are imposed on or result from a sale
or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that
are not excluded under clauses ‎‎(i) through ‎‎(iii) or
‎‎(v) through ‎‎(ix) above
or any combination thereof), save in each case for any such taxes, charges or levies which arise or are increased as a result of
any document effecting the registration, issue or delivery of any of the notes either being signed or executed in the United Kingdom
or being brought into the United Kingdom.


 


(b)           If
the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect
to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may
be, shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to
pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor
shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable
and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably
necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant
Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional
Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments
are necessary.


 






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(c)           The
Issuer or the relevant Guarantor, if it is the applicable withholding agent, shall make all withholdings and deductions (within
the time period) required by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance
with applicable law. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Tax
authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the
Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld
is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding
such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory
to the Trustee) by such entity.


 


(d)           Whenever
in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the
Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee,
such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.


 


(e)           This
‎‎Section 4.12 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a
Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person
to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction
from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person
and, in each case, any political subdivision thereof or therein.


 


Section 4.13.     [Reserved].


 


Section 4.14.     [Reserved].


 


Section 4.15.     Additional
Guarantees.


 


(a)           Parent
may, at its option, elect to cause any of its Restricted Subsidiaries that is not a Guarantor (other than the Issuer) to Guarantee
the payment of the Notes by executing and delivering a Supplemental Indenture providing for the Note Guarantee of the payment of
the Notes by such Restricted Subsidiary which Note Guarantee may be senior to or pari passu in right of payment with such
Restricted Subsidiary’s Guarantee of other permitted Indebtedness and with respect to any Guarantee of Indebtedness that
is expressly contractually subordinated in right of payment to the Notes or to any Note Guarantee by such Restricted Subsidiary,
any such Guarantee will be subordinated to such Restricted Subsidiary’s Note Guarantee at least to the same extent as such
subordinated Indebtedness is subordinated to the Notes.


 






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In connection with
clause (a) above, the Issuer shall deliver to the Trustee an Opinion of Counsel that such Supplemental Indenture has been
duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid and binding obligation of such Restricted
Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject to customary exceptions.


 


Section 4.16.     Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)            Parent
shall not, and shall not cause or permit any of its respective Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(i)            pay
dividends or make any other distributions on its Capital Stock to Parent or any Restricted Subsidiary, or with respect to any other
interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Parent or any Restricted Subsidiary;


 


(ii)           make
loans or advances to Parent or any Restricted Subsidiary; or


 


(iii)          sell,
lease or transfer any of its properties or assets to Parent or any Restricted Subsidiary;


 


provided
that (x) the priority of any preferred stock or preference shares in receiving dividends or liquidating distributions prior
to dividends or liquidating distributions being paid on common stock or ordinary shares, (y) the subordination of (including
the application of any standstill period to) loans or advances made to Parent or any Restricted Subsidiary to other Indebtedness
incurred by Parent or any Restricted Subsidiary and (z) the provisions contained in documentation governing or relating to
Indebtedness requiring transactions between or among Parent and any Restricted Subsidiary or between or among any Restricted Subsidiaries
to be on fair and reasonable terms or on an arm’s-length basis, in each case, shall not be deemed to constitute such an encumbrance
or restriction.


 


(b)            The
provisions of ‎‎Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or
by reason of:


 


(i)            agreements
or instruments governing or relating to Indebtedness as in effect on the Issue Date (including pursuant to the Existing Credit
Agreements, the Existing Notes and the ECA Facilities and the related documentation, and including certain perpetual licenses (and
any sublicenses thereunder) with respect to certain intellectual property granted by NCL US IP Co 2, LLC, a Delaware limited liability
company, and the U.S. Branch of NCL UK IP Co Ltd, a private limited company organized under the laws of England and Wales to Parent
in connection with the Existing Secured Notes) and any amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are not materially less favorable, taken as a whole, to the Holder with respect to such
dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date (as determined
in good faith by the Issuer);


 






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(ii)           the
Note Documents;


 


(iii)          agreements
or instruments governing other Indebtedness permitted to be incurred under ‎‎Section 4.06 and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided
that the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely
affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes;


 


(iv)         applicable
law, rule, regulation or order or the terms of any license, authorization, concession or permit;


 


(v)          any
agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (other than any agreement or instrument entered into in connection with
or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(vi)         customary
non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;


 


(vii)        purchase
money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions
on the property purchased or leased of the nature set forth in ‎‎Section 4.16(a)(iii) or any encumbrance
or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture;


 


(viii)       any
agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;


 


(ix)          Permitted
Refinancing Indebtedness; provided that either (i) the restrictions contained in the agreements or instruments governing
such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements
or instruments governing the Indebtedness being refinanced or (ii) the Issuer determines at the time of the incurrence of
such Indebtedness that such encumbrances or restrictions will not adversely effect, in any material respect, the Issuer’s
ability to make principal or interest payments on the Notes;


 






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(x)           Liens
permitted to be incurred under ‎‎Section 4.07 that limit the right of the debtor to dispose of the assets
subject to such Liens;


 


(xi)          provisions
limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted
Investment) entered into with the approval of Parent’s Board of Directors, which limitation is applicable only to the assets
that are the subject of such agreements;


 


(xii)         restrictions
on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies,
in each case, under contracts entered into in the ordinary course of business;


 


(xiii)        any
customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such
encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease;


 


(xiv)        any
encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted
Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation
and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other
than such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances
or restrictions are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected
to affect the ability of the Issuer and the Guarantors (including Parent) to make payments under the Notes and this Indenture;


 


(xv)         customary
encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture;


 


(xvi)        [reserved];
and


 


(xvii)       any
encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates
or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses ‎‎(i) through
‎‎(xvi), or in this clause ‎‎(xvii); provided that the terms and conditions
of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement
so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented.


 






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Section 4.17.     Designation
of Restricted and Unrestricted Subsidiaries.


 


(a)            The
Board of Directors of Parent may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if
that designation would not cause a Default.


 


(b)            If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments
owned by Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be
an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under ‎‎Section 4.08
or under one or more clauses of the definition of “Permitted Investments,” as determined by the Issuer. The designation
of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


(c)            Parent
may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.


 


(d)            Any
designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee
a copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officer’s Certificate
certifying that such designation complied with the preceding conditions and was permitted by ‎‎Section 4.08.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under ‎‎Section 4.06, Parent will be in default of such ‎‎Section 4.06. The Board
of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under ‎‎Section 4.06,
calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period;
and (ii) no Default or Event of Default would be in existence following such designation.


 


Section 4.18.     Limitation
on the Issuer’s Activities and Ownership. For so long as the Notes are outstanding: (i) the Issuer will conduct
no business or any other activities other than that of financing the business operations of Parent’s Subsidiaries (or another
Person that becomes a successor of Parent in accordance Section 5.01(b) (such Person, a “Successor Company”))
and (ii) Parent (including a Successor Company) will maintain a 100% direct or indirect equity ownership of the Issuer; provided
that (A) nothing in this Section 4.18 shall prevent the Issuer from consolidating with or merging with or into Parent
or a Subsidiary in accordance with Section 5.01(a) and (B) following such consolidation or merger with or into Parent
(including a Successor Company) but not a Subsidiary, the limitations set forth in clauses (i) and (ii) of this Section 4.18
shall terminate.


 






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Section 4.19.     Reports
to Holders.


 


(a)            So
long as any Notes are outstanding, notwithstanding that Parent may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to the rules and regulations promulgated by the SEC, Parent will file with the SEC within the time periods
specified in the SEC’s rules and regulations that are then applicable to Parent (or if Parent is not then subject to
the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated
filer” as defined in such rules and regulations) (in either case, including any extension as would be permitted by Rule 12b-25
under the Exchange Act or any special order of the SEC):


 


(i)            all
financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable
form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section and a report on the annual financial statements by Parent’s independent registered public accounting firm;


 


(ii)           all
financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable
form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section; and


 


(iii)          all
current reports that would be required to be filed with the SEC on Form 8-K, or any successor or comparable form, if Parent
were required to file such reports,


 


in each case in a manner that complies
in all material respects with the requirements specified in such form provided, however, that the Trustee shall have
no responsibility whatsoever to determine if such filing has occurred.


 


(b)            The
requirements set forth in the preceding paragraph may be satisfied by delivering such information to the Trustee and posting copies
of such information on a website or on IntraLinks or any comparable online data system or website.


 


(c)            Not
later than ten Business Days after the furnishing of each such report discussed in ‎‎Section 4.19(a)(i) or
‎(ii), Parent will hold a conference call related to the report. Details regarding access to such conference call will
be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system
or website on which the report is posted.


 


(d)            The
reports set forth in ‎‎Section 4.19(a)(i) or ‎(ii) shall include disclosure with respect
to the non-Guarantor Subsidiaries similar to what was included in the Offering Memorandum.


 






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(e)            Parent
will make the information described in ‎‎Section 4.19(a) available electronically to prospective investors
upon request. For so long as any Notes remain outstanding during any period when it is not or Parent is not subject to Section 13
or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of
the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.


 


(f)             Notwithstanding
the foregoing clauses ‎‎(a) through ‎‎(e) of this ‎‎Section 4.19, Parent
will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers,
securities analysts and the Trustee for all purposes of this Indenture if Parent has filed such reports with the SEC via the EDGAR
filing system (or any successor system) and such reports are publicly available.


 


(g)            Delivery
of reports, information and documents to the Trustee is for informational purposes only, and its receipt of such reports, information
and documents shall not constitute actual or constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s, any Guarantor’s (including Parent’s) or any other Person’s compliance
with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on the Officer’s
Certificates delivered pursuant to this Indenture). The Trustee shall have no liability or responsibility for the content, filing
or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.


 


Article Five

Merger, Amalgamation, Consolidation or Sale of Assets


 


Section 5.01.     Merger,
Amalgamation, Consolidation or Sale of Assets.


 


(a)            The
Issuer will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not
the Issuer is the surviving company or corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or
more related transactions, to another Person, unless:


 


(i)            either:
(A) the Issuer is the surviving company or corporation; or (B) the Person formed by or surviving any such consolidation,
amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition
has been made is an entity incorporated, organized or existing under the laws of any Permitted Jurisdiction;


 


(ii)           the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes, by a Supplemental Indenture entered
into with the Trustee, all the obligations of Issuer under the Notes and this Indenture;


 


(iii)          immediately
after such transaction, no Default or Event of Default is continuing;


 






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(iv)           the
Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer), or to which
such sale, assignment, transfer, lease, conveyance or other disposition has been made would, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in ‎‎Section 4.06(a); and


 


(v)            the
Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation,
amalgamation, merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture,
comply with this ‎‎Section 5.01 and that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with.


 


Clauses
 ‎‎(iii) and ‎(iv) of this ‎‎Section 5.01(a) shall
not apply to any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to
or merger, amalgamation or consolidation of the Issuer with or into a Guarantor and clause ‎‎(iv) of
this ‎‎Section 5.01(a) will not apply to any
sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger, amalgamation
or consolidation of the Issuer with or into an Affiliate solely for the purpose of reincorporating or continuing the Issuer in
another jurisdiction for tax reasons.


 


(b)          Parent
will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not Parent
is the surviving company or corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of the properties or assets of Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:


 


(i)             either:
(A) Parent is the surviving company or corporation; or (B) the Person formed by or surviving any such consolidation,
amalgamation or merger (if other than Parent) or to which such sale, assignment, transfer, lease, conveyance or other disposition
has been made is an entity incorporated, organized or existing under the laws of any Permitted Jurisdiction;


 


(ii)            the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than Parent) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made assumes, by a Supplemental Indenture entered into
with the Trustee, all the obligations of Parent under its Note Guarantee and this Indenture;


 


(iii)           immediately
after such transaction, no Default or Event of Default is continuing;


 






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(iv)           Parent
or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Parent), or to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made would, on the date of such transaction after giving
pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in ‎‎Section 4.06(a); and


 


(v)            the
Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation,
amalgamation, merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture,
comply with this ‎‎Section 5.01 and that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with.


 


Clauses ‎‎(iii) and
‎(iv) of this ‎‎Section 5.01(b) shall not apply to any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets to or merger, amalgamation or consolidation of Parent
with or into a Guarantor and clause ‎‎(iv) of this ‎‎Section 5.01(b) will not apply
to any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger,
amalgamation or consolidation of Parent with or into an Affiliate solely for the purpose of reincorporating or continuing Parent
in another jurisdiction for tax reasons.


 


(c)           A
Guarantor (other than Parent and any Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note
Guarantee and this Indenture as provided in ‎‎Section 10.03) will not, directly or indirectly: (1) consolidate,
amalgamate or merge with or into another Person (whether or not such Guarantor is the surviving company or corporation), or (2) sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor
and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person,
unless:


 


(i)             immediately
after giving effect to that transaction, no Default or Event of Default is continuing;


 


(ii)            either:


 


(A)            the
Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation
or merger assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture, pursuant to a Supplemental
Indenture; or


 


(B)            such
sale, assignment, transfer, lease, conveyance or other disposition of assets does not violate the provisions of this Indenture
(including ‎‎Section 4.09); and


 


(iii)           the
Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation,
amalgamation, merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture,
comply with this ‎‎Section 5.01 and that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with.


 






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(d)           Notwithstanding
the provisions of paragraph ‎‎(c) above, (x) (a) any Restricted Subsidiary may consolidate, amalgamate
or merge with or into or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties
and assets to any Guarantor and (b) any Guarantor may consolidate, amalgamate or merge with or into or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the properties and assets of such Guarantor and its Subsidiaries
which are Restricted Subsidiaries to another Guarantor and (y) any Guarantor may consolidate, amalgamate or merge with or
into an Affiliate incorporated or organized for the purpose of changing the legal domicile of such Guarantor, reincorporating or
continuing such Guarantor in another jurisdiction or changing the legal form of such Guarantor.


 


Section 5.02.     Successor
Substituted.
Upon any consolidation, amalgamation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially
all of the property and assets of the Issuer in accordance with ‎‎Section 5.01 of this Indenture, any surviving
entity formed by such consolidation or amalgamation or into which the Issuer is merged or to which such sale, conveyance, transfer,
lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such surviving entity had been named as the Issuer herein; provided that
the Issuer shall not be released from its obligation to pay the principal of, premium, if any, or interest and Additional Amounts,
if any, on the Notes in the case of a lease of all or substantially all of its property and assets.


 


Article Six

Defaults and Remedies


 


Section 6.01.     Events
of Default.


 


(a)           Each
of the following shall be an “Event of Default”:


 


(i)             default
for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes;


 


(ii)            default
in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;


 


(iii)           failure
by the Issuer or relevant Guarantor to comply with ‎‎Sections 4.09(c), ‎‎4.11 or ‎‎5.01;


 


(iv)           failure
by the Issuer or relevant Guarantor for 60 days after written notice to the Issuer by the Trustee or the Holders of at least 30%
in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in this
Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clause
‎‎(i), ‎‎(ii) or ‎‎(iii) above);


 






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(v)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by Parent or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Parent or any of its
Restricted Subsidiaries), other than Indebtedness owed to Parent or any of its Restricted Subsidiaries, whether such Indebtedness
or Guarantee now exists, or is created after the Issue Date, if that default:


 


(A)            is
caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness
on the date of such default; or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each
case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any
other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, equals or exceeds $125.0
million in aggregate;


 


(vi)           failure
by Parent, the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $125.0 million (exclusive of any amounts for which a solvent insurance company has acknowledged liability),
which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which
a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;


 


(vii)          [reserved];


 


(viii)         except
as permitted by this Indenture (including with respect to any limitations), any Note Guarantee is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor or any Person acting on
behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days;
or


 






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(ix)            (A) a
court having jurisdiction over the Issuer, a Guarantor or a Significant Subsidiary enters (x) a decree or order for relief
in respect of the Issuer, any Guarantor or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any
group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case or
proceeding under any Bankruptcy Law or (y) a decree or order adjudging the Issuer, any Guarantor or any of Parent’s
Restricted Subsidiaries that is a Significant Subsidiary, or any group of its Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer, any such Guarantor or any such Subsidiary or group of Restricted
Subsidiaries under any Bankruptcy Law, or appointing a Custodian of the Issuer, any such Guarantor or any such Subsidiary or group
of Restricted Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days or (B) the Issuer, any Guarantor or any of Parent’s Restricted Subsidiaries that is a Significant
Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (i) commences
a voluntary case under any Bankruptcy Law or consents to the entry of an order for relief in an involuntary case under any Bankruptcy
Law, (ii) consents to the appointment of or taking possession by a Custodian of Parent, the Issuer or any such Subsidiary
or group of Restricted Subsidiaries or for all or substantially all the property and assets of the Issuer, any such Guarantor or
any such Subsidiary or group of Restricted Subsidiaries, (iii) effects any general assignment for the benefit of creditors
or (iv) admits in writing that it generally is not paying its debts as they become due or is found by a court of competent
jurisdiction not to be so paying such debts.


 


(b)           If
a Default or an Event of Default occurs and is continuing and is actually known to a Trust Officer of the Trustee, the Trustee
shall deliver to each Holder notice of the Default or Event of Default within the earlier of 90 days after its occurrence or 30
days after it received actual knowledge thereof by registered or certified mail or facsimile transmission of an Officer’s
Certificate specifying such event, notice or other action, its status and what action the Issuer is taking or proposes to take
with respect thereto. Except in the case of a Default or an Event of Default in payment of principal of, premium, if any, and Additional
Amounts or interest on any Notes, the Trustee may withhold the notice to the Holders of such Notes if a committee of its Trust
Officers in good faith determines that withholding the notice is in the interests of the Holders. The Trustee shall not be deemed
to have knowledge of a Default unless a Trust Officer has actual knowledge of such Default or a Trust Officer receives a notice
of default at its corporate trust officer and such notice specifies the Default or Event of Default and the applicable section(s) of
this Indenture subject to such Default or Event of Default. The Issuer shall also notify the Trustee within 30 days of the occurrence
of any Default stating what action, if any, they are taking with respect to that Default.


 


(c)           If
any report or conference call required by ‎Section 4.19 is provided after the deadlines indicated for such report
or conference call, the provision of such report or conference call shall cure a Default caused by the failure to provide such
report or conference call prior to the deadlines indicated, so long as no Event of Default shall have occurred and be continuing
as a result of such failure.


 






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Section 6.02.     Acceleration.


 


(a)           If
an Event of Default (other than an Event of Default specified in ‎‎Section 6.01(a)(ix)) occurs and is continuing,
the Trustee may, or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes by written notice to
the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders
of at least 30% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately.
In the event of a declaration of acceleration of the Notes pursuant to ‎‎Section 6.01(a)(v) has occurred
and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment
default triggering such Event of Default pursuant to ‎‎Section 6.01(a)(v) shall be remedied or cured,
or waived by the Holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been
discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration
of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction.


 


(b)           In
the case of an Event of Default arising under ‎‎Section 6.01(a)(ix), with respect to Parent, the Issuer, any
Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.


 


(c)           Upon
the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration, such Notes will immediately
become due and payable and (i) if prior to the Par Call Date, the entire unpaid principal amount of such Notes plus
the Applicable Premium as of the date of such acceleration or (ii) if on or after the Par Call Date, the applicable Redemption
Price as set forth in Section 6 of the Notes, plus in each case accrued and unpaid interest thereon shall all be immediately
due and payable.


 






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(d)           Without
limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due
prior to their maturity date, in each case, in respect of any Event of Default (including an Event of Default relating to certain
events of bankruptcy, insolvency or reorganization (including the acceleration of claims by operation of law)), the premium applicable
with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and
shall constitute part of the Obligations on the Notes, in view of the impracticability and extreme difficulty of ascertaining actual
damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof.
Any premium payable above shall be presumed to be the liquidated damages sustained by each holder as the result of the early redemption
and the Issuer and each Guarantor agree that it is reasonable under the circumstances currently existing. The premium shall also
be payable if the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding,
deed in lieu of foreclosure or by any other means). THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY
DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING
PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agree (to the fullest extent it may lawfully
do so) that:


 


(i)             the
premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented
by counsel;


 


(ii)            the
premium shall be payable notwithstanding the then prevailing market rates at the time payment is made;


 


(iii)           there
has been a course of conduct between holders and the Issuer and the Guarantors giving specific consideration in this transaction
for such agreement to pay the premium; and


 


(iv)           the
Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this ‎‎Section 6.02(d).
The Issuer and each Guarantor expressly acknowledge that the agreement to pay the premium to holders as herein described is a material
inducement to holders to purchase the Notes.


 


(e)           The
Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf
of the holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences
under this Indenture, except a continuing Default or Event of Default:


 


(i)             in
the payment of the principal of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting holder
(which may only be waived with the consent of each holder of Notes affected); or


 


(ii)            for
any Note held by a non-consenting holder, in respect of a covenant or provision which under this Indenture cannot be modified or
amended without the consent of the Holder of each Note affected by such modification or amendment.


 


Upon any such rescission
or waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


(f)           Holders
of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. However,
the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of other holders of the Notes (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in
personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if
it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal,
interest or Additional Amounts or premium, if any.


 






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(g)          Subject
to the provisions of ‎‎Article Seven, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders
unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or
expense. Except (subject to the provisions of ‎‎Article Nine) to enforce the right to receive payment of principal,
premium, if any, or interest or Additional Amounts when due, no Holder of a Note may pursue any remedy with respect to this Indenture
or the Notes unless:


 


(i)             such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)            Holders
of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the
remedy;


 


(iii)           such
Holders have offered, and if requested, provide to the Trustee reasonable security or indemnity against any loss, liability or
expense;


 


(iv)           the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and


 


(v)            Holders
of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with
such request within such 60-day period.


 


(h)            Within
30 days of the occurrence of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying
such Default or Event of Default.


 


Section 6.03.     Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity
to collect the payment of principal of, or interest if any, on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


 


All rights of action
and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders in respect of which such judgment has been recovered. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.


 






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Section 6.04.     Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may, by written
notice to the Trustee, on behalf of the Holders of all the Notes, waive any past Default hereunder and its consequences, except
a Default:


 


(a)           in
the payment of the principal of, premium, if any, Additional Amounts, if any, or interest on any Note; or


 


(b)           in
respect of a covenant or provision hereof which under ‎‎Article Nine cannot be modified or amended without
the consent of the holders of each Note affected by such modification or amendment.


 


Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon.


 


Section 6.05.     Control
by Majority. The Holders of a majority in aggregate principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee
under this Indenture; provided that:


 


(a)           the
Trustee may refuse to follow any direction that conflicts with law, this Indenture or that the Trustee determines, without obligation,
in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction;


 


(b)           the
Trustee may refuse to follow any direction that the Trustee determines is unduly prejudicial to the rights of other Holders or
would involve the Trustee in personal liability; and


 


(c)           the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 6.06.     Limitation
on Suits. A Holder may not institute any proceedings or pursue any remedy with respect to this Indenture or the Notes unless:


 


(a)           Such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)           the
Holders of at least 30% in aggregate principal amount of outstanding Notes shall have made a written request to the Trustee to
pursue such remedy;


 


(c)           such
Holder or Holders offer the Trustee indemnity and/or security (including by way of pre-funding) reasonably satisfactory to the
Trustee against any costs, liability or expense;


 


(d)           the
Trustee does not comply with the request within 30 days after receipt of the request and the offer of indemnity and/or security
(including by way of pre-funding); and


 






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(e)           during
such 30-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a
direction that is inconsistent with the request.


 


The
limitations in the foregoing provisions of this ‎‎Section 6.06, however, do not apply to a suit instituted
by a Holder for the enforcement of the payment of the principal of, premium, if any, Additional Amounts, if any, or interest, if
any, on such Note on or after the respective due dates expressed in such Note.


 


A Holder may not use
this Indenture to prejudice the rights of any other Holder or to obtain a preference or priority over another Holder.


 


Section 6.07.     Unconditional
Right of Holders to Bring Suit for Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder to bring suit for the enforcement of payment of principal, premium,
if any, Additional Amounts, if any, and interest, if any, on the Notes held by such Holder, on or after the respective due dates
expressed in the Notes shall not be impaired or affected without the consent of such Holder.


 


Section 6.08.     Collection
Suit by Trustee. The Issuer covenants that if default is made in the payment of:


 


(a)           any
installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days,
or


 


(b)           the
principal of (or premium, if any, on) any Note at the Stated Maturity thereof,


 


the
Issuer shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then
due and payable on such Notes for principal (and premium, if any), Additional Amounts, if any and interest, and interest on any
overdue principal (and premium, if any) and Additional Amounts, if any and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further
amount as shall be sufficient to cover the amounts provided for in ‎‎Section 7.05 and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.


 


If the Issuer fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.


 






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Section 6.09.     Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under ‎‎Section 7.05)
and the Holders allowed in any judicial proceedings relative to any of the Issuer or Guarantors (including Parent), their creditors
or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders at their direction
in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the properly incurred compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under ‎‎Section 7.05.
To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due to the Trustee under ‎‎Section 7.05
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money securities and other properties which the Holders may
be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


Nothing herein contained
shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.     Application
of Money Collected. If the Trustee collects any money or property pursuant to this ‎‎Article Six,
it shall pay out the money or property in the following order:


 


FIRST:
to the Trustee and any Agent for amounts due under ‎‎Section 7.05;


 


SECOND: to
Holders for amounts due and unpaid on the Notes for principal of, premium, if any, interest, if any, and Additional Amounts, if
any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal,
premium, if any, interest, if any, and Additional Amounts, if any, respectively; and


 


THIRD: to
the Issuer, any Guarantor or any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction
may direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this ‎‎Section 6.10.
At least 30 days before such record date, the Issuer shall deliver to each Holder and the Trustee a notice that states the record
date, the payment date and amount to be paid.


 






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Section 6.11.     Undertaking
for Costs. A court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in the suit
of an undertaking to pay the costs of such suit, and such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This ‎‎Section 6.11
does not apply to a suit by the Trustee, a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes
or to any suit by any Holder pursuant to ‎‎Section 6.07.


 


Section 6.12.     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 6.13.     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in ‎‎Section 2.07, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.     Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this ‎‎Article Six
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


Section 6.15.     Record
Date. The Issuer may set a record date for purposes of determining the identity of Holders entitled to vote or to consent
to any action by vote or consent authorized or permitted by Sections ‎‎6.04
and ‎‎6.05. Unless this Indenture provides otherwise,
such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee pursuant to ‎‎Section 2.05
prior to such solicitation.


 






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Section 6.16.     Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law had been enacted.


 


Article Seven

Trustee


 


Section 7.01.     Duties
of Trustee.


 


(a)            If
an Event of Default has occurred and is continuing of which a Trust Officer of the Trustee has actual knowledge, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)            Subject
to the provisions of ‎‎Section 7.01(a), (i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture. In the case of any such certificates or opinions which by
any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine same to determine whether
they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


(c)            [Reserved].


 


(d)            The
Trustee shall not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or
its own willful misconduct, except that:


 


(i)            this
paragraph does not limit the effect of paragraph ‎(b) of this ‎‎Section 7.01;


 


(ii)            the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Trustee unless it is proved
that the Trustee was grossly negligent in ascertaining the pertinent facts; and


 







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(iii)            the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to ‎Section ‎6.02 or ‎‎6.05.


 


(e)            The
Trustee and any Paying Agent shall not be liable for interest on any money received by it except as the Trustee and any Paying
Agent may agree in writing with the Issuer or the Subsidiary Guarantors. Money held by the Trustee or the Principal Paying Agent
need not be segregated from other funds except to the extent required by law and, for the avoidance of doubt, shall not be held
in accordance with the UK client money rules.


 


(f)            No
provision of this Indenture shall require the Trustee, each Agent or the Principal Paying Agent to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights
or powers, if it shall have grounds to believe that repayment of such funds or adequate indemnity against such risk or liability
is not assured to it.


 


(g)            Any
provisions hereof relating to the conduct or affecting the liability of or affording protection to the Trustee or each Agent,
as the case may be, shall be subject to the provisions of this ‎‎Section 7.01.


 


Section 7.02.     Certain
Rights of Trustee.


 


(a)            Subject
to ‎‎Section 7.01:


 


(i)            following
the occurrence of a Default or an Event of Default, the Trustee is entitled to require all Agents to act under its direction;


 


(ii)            the
Trustee may rely conclusively, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper person;


 


(iii)            before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, which
shall conform to ‎‎Section 12.04. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such certificate or opinion and such certificate or opinion will be equal to complete authorization;


 


(iv)            the
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney
or agent appointed with due care by them hereunder;


 


(v)            the
Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders, unless such Holders shall have offered to the Trustee an indemnity (including by way of pre-funding)
satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction;


 






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(vi)            unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient
if signed by an officer of such Issuer;


 


(vii)            the
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers;


 


(viii)            whenever,
in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(ix)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee may (without a corresponding duty to do so) make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Issuer personally or by agent or attorney;


 


(x)            the
Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its
powers under this Indenture;


 


(xi)            in
the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing
less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture,
the Trustee may determine what action, if any, will be taken and shall incur no liability for its failure to act until such inconsistency
or conflict is, in its reasonable opinion, resolved;


 


(xii)            the
permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty
to do so;


 


(xiii)            delivery
of reports, information and documents to the Trustee under ‎‎Section 4.19 is for informational purposes
only and the Trustee’s receipt of the foregoing will not constitute actual or constructive notice of any information contained
therein or determinable from information contained therein, including the Issuer’s or any of its Restricted Subsidiary’s
compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates);


 






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(xiv)            the
rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture, including, without limitation,
its rights to be indemnified and compensated, are extended to, and will be enforceable by the Trustee in each of its capacities
hereunder, the Registrar, the Agents, and each agent, custodian and other Person employed to act hereunder;


 


(xv)            the
Trustee may consult with counsel or other professional advisors and the advice of such counsel or professional advisor or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;


 


(xvi)            the
Trustee shall have no duty to inquire as to the performance of the covenants of Parent and/or its Restricted Subsidiaries in ‎‎Article Four
hereof;


 


(xvii)            the
Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible
or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum
denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption,
purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion, choose to do so;


 


(xviii)            in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism,
civil or military disturbances, public health emergencies, nuclear or natural catastrophes, pandemics or acts of God; it being
understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances; and


 


(xix)            the
Trustee shall not under any circumstance be liable for any indirect or consequential loss, special or punitive damages (including
loss of business, goodwill or reputation, opportunity or profit of any kind) of the Issuer, any Guarantor or any Restricted Subsidiary
even if advised of it in advance and even if foreseeable.


 


(b)            The
Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may
be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded.


 


(c)            [Reserved].


 


(d)            [Reserved].


 






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(e)            [Reserved].


 


(f)            [Reserved].


 


(g)            The
Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its
powers under this Indenture or the Notes.


 


(h)            The
Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions
under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by
any circumstances beyond its control.


 


(i)            No
provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable
law or regulation.


 


(j)            The
Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its
opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable,
the State of New York and may without liability (other than in respect of actions constituting willful misconduct or gross negligence)
do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


(k)            The
Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations contained
in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would
require repayment of the Notes has occurred.


 


(l)            [Reserved].


 


(m)            In
addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture
sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided that any
communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature
provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative).
If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall
be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of
the Trustee, acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 






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Section 7.03.     Individual
Rights of Trustee. The Trustee, any Transfer Agent, any Paying Agent, any Registrar or any other agent of the Issuer or of
the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, may otherwise deal with the
Issuer with the same rights it would have if it were not Trustee, Paying Agent, Transfer Agent, Registrar or such other agent.
The Trustee may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with
the Issuer or any of its Affiliates or Subsidiaries as if it were not performing the duties specified herein, and may accept fees
and other consideration from the Issuer for services in connection with this Indenture and otherwise without having to account
for the same to the Trustee or to the Holders from time to time.


 


Section 7.04.     Disclaimer
of Trustee. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or the Notes. The Trustee shall not be accountable for
the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under
any provision of this Indenture nor shall it be responsible for the use or application of any money received by any Paying Agent
other than the Trustee and it will not be responsible for any statement or recital herein or any statement on the Notes or any
other document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate
of authentication.


 


Section 7.05.     Compensation
and Indemnity. The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee (acting in any capacity hereunder)
such compensation as shall be agreed in writing for their services hereunder. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly and severally, shall reimburse
the Trustee promptly upon request for all properly incurred disbursements, advances or expenses incurred or made by them, including
costs of collection, in addition to the compensation for their services. Such expenses shall include the properly incurred compensation,
disbursements, charges, advances and expenses of the Trustee’s agents and counsel.


 


The
Issuer and the Guarantors (including Parent), jointly and severally, shall indemnify the Trustee (acting in any capacity hereunder)
and each of its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’
fees and expenses) incurred by either of them without willful misconduct or gross negligence on their part arising out of or in
connection with the administration of this trust and the performance of their duties hereunder (including the costs and expenses
of enforcing this Indenture against the Issuer and the Guarantors (including this ‎‎Section 7.05) and defending
themselves against any claim, whether asserted by the Issuer, the Guarantors, any Holder or any other Person, or liability in
connection with the execution and performance of any of their powers and duties hereunder). The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer
or any Guarantor of its obligations hereunder. The Issuer shall, at the sole discretion of the Trustee, defend the claim and the
Trustee may cooperate and may participate at the Issuer’s expense in such defense. Alternatively, the Trustee may at its
option have separate counsel of their own choosing and the Issuer shall pay the properly incurred fees and expenses of such counsel.
The Issuer need not pay for any settlement made without its consent, which consent may not be unreasonably withheld. The Issuer
shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s
own willful misconduct or gross negligence (as determined by a final, non-appealable judgment of a court of competent jurisdiction).


 






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To
secure the Issuer’s payment obligations in this ‎‎Section 7.05, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property,
held in trust to pay principal of, premium, if any, Additional Amounts, if any, and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of all Notes under this Indenture.


 


When
the Trustee incurs expenses after the occurrence of a Default specified in ‎‎Section 6.01(a)(ix) with
respect to the Issuer, the Guarantors, or any Restricted Subsidiary, the expenses are intended to constitute expenses of administration
under Bankruptcy Law.


 


The
Issuer’s obligations under this ‎‎Section 7.05 and any claim or Lien arising hereunder shall survive
the resignation or removal of any Trustee, the satisfaction and discharge of the Issuer’s obligations pursuant to ‎‎Article Eight
and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture.


 


Section 7.06.     Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this ‎‎Section 7.06.


 


The Trustee may resign
at any time without giving any reason by so notifying the Issuer. The Holders of a majority in outstanding principal amount of
the outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing at least 30 days prior to such
removal. The Issuer shall remove the Trustee if:


 


(a)            the
Trustee fails to comply with ‎‎Section 7.09;


 


(b)            the
Trustee is adjudged bankrupt or insolvent;


 


(c)            a
receiver or other public officer takes charge of the Trustee or its property; or


 


(d)            the
Trustee otherwise becomes incapable of acting.


 


If
the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor
Trustee does not deliver its written acceptance required by the next succeeding paragraph of this ‎‎Section 7.06
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority
in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


 






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A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, as the case may be, and to the
Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall deliver a notice of its succession
to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to
the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided
for in ‎‎Section 7.05.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 30% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor
Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time
prior to the date on which a successor Trustee takes office.


 


If
the Trustee fails to comply with ‎‎Section 7.09, any Holder who has been a bona fide Holder of a Note for
at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this ‎‎Section 7.06, the Issuer’s and the Guarantors’
obligations under ‎‎Section 7.05 shall continue for
the benefit of the retiring Trustee.


 


Section 7.07.     Successor
Trustee by Merger. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise qualified and eligible under this ‎‎Article Seven,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated,
any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee shall have; provided that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.


 






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Section 7.08.     [Reserved].


 


Section 7.09.     Eligibility;
Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of England and Wales or the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles
and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the
Offering Memorandum. The Trustee shall have a combined capital and surplus of at least $50,000,000, as set forth in its most recent
published annual report of condition.


 


Section 7.10.     Appointment
of Co-Trustee.


 


(a)            It
is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right
of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of
litigation under this Indenture, and in particular in case of the enforcement thereof on Default, or in the case the Trustee deems
that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein
granted to the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable
or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as a separate
or co-trustee. The following provisions of this ‎‎Section 7.10 are adopted to these ends.


 


(b)            In
the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy,
power, right, claim, demand, cause of action, immunity, estate, title, interest and Lien expressed or intended by this Indenture
to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate
or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies,
and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies,
and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable
by either of them.


 


(c)            Should
any instrument in writing from the Issuer be required by the separate or co-trustee so appointed by the Trustee for more fully
and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and
all such instruments in writing shall to the extent permitted by the laws of the State of New York and the jurisdictions of organization
of the Issuer, on request, be executed, acknowledged and delivered by the Issuer; provided that if an Event of Default
shall have occurred and be continuing, if the Issuer do not execute any such instrument within 15 days after request therefor,
the Trustee shall be empowered as an attorney-in-fact for the Issuer to execute any such instrument in the Issuer’s name
and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed,
all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted
by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.


 






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(d)            Each
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)            all
rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed
by such separate trustee or co-trustee; and


 


(ii)            no
trustee hereunder shall be liable by reason of any act or omission of any other trustee hereunder.


 


(e)            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Indenture and the conditions of this ‎‎Article Seven.


 


(f)            Any
separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successors trustee.


 


Section 7.11.     Resignation
of Agents.


 


(a)            Any
Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any
costs associated therewith by giving to the Issuer and the Trustee and (except in the case of resignation of the Principal Paying
Agent) the Principal Paying Agent 30 days’ written notice to that effect (waivable by the Issuer and the Trustee); provided
that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal
Paying Agent (approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and
undertake the duties hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation
from any Agent, the Issuer shall promptly give notice thereof to the Holders in accordance with ‎‎Section 12.01.
Such notice shall expire at least 30 days before or after any due date for payment in respect of the Notes.


 


(b)            If
any Agent gives notice of its resignation in accordance with this ‎‎Section 7.11 and a replacement Agent is
required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may
itself appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment,
the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the
Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between
themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture.


 






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(c)            Upon
its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder hereof
to the successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties
or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously
rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.


 


Section 7.12.     Agents
General Provisions.


 


(a)            Actions
of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint
or joint and several.


 


(b)            Agents
of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may,
by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively
from, the Trustee. Prior to receiving such written notification from the Trustee, the Agents shall be the agents of the Issuer
and need have no concern for the interests of the Holders.


 


(c)            Funds
held by Agents. The Agents will hold all funds subject to the terms of this Indenture.


 


(d)            Publication
of Notices. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Issuer will be
met upon delivery of the notice to DTC.


 


(e)            Instructions.
In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification
from the Issuer or other party entitled to give the Agents instructions under this Indenture by written request promptly, and
in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance
with this ‎‎Section 7.12, then such Agent shall be entitled to take no action until such clarification is
provided, and shall not incur any liability for not taking any action pending receipt of such clarification.


 


(f)            No
Fiduciary Duty. No Agent shall be under any fiduciary duty or other obligation towards, or have any relationship of agency or
trust, for or with any person.


 


(g)            Mutual
Undertaking. Each party shall, within ten Business Days of a written request by another party, supply to that other party such
forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests
for the purposes of that other party’s compliance with applicable law and shall notify the relevant other party reasonably
promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is
(or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any
forms, documentation or other information pursuant to this ‎‎Section 7.12(g) to the extent that: (i) any
such form, documentation or other information (or the information required to be provided on such form or documentation) is not
reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would
or might in the reasonable opinion of such party constitute a breach of any: (A) applicable law or (B) duty of confidentiality.
For purposes of this ‎‎Section 7.12(g), “applicable law” shall be deemed to include (iii) any
rule or practice of any regulatory or governmental authority by which any party is bound or with which it is accustomed to
comply; (iv) any agreement between any Authorities; and (v) any agreement between any regulatory or governmental authority
and any party that is customarily entered into by institutions of a similar nature.


 






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(h)            Tax
Withholding.


 


(i)            In
order to enable the Issuer and the Agents to comply with any of their obligations with respect to this Indenture and the Notes
under FATCA, each of the Issuer and each Agent shall provide each other such reasonable information that is within its possession
and is reasonably requested by the other to assist the other in determining whether it has tax related obligations under FATCA.


 


(ii)            Notwithstanding
any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which
it makes under the Notes for or on account of any Tax, if and only to the extent so required by an Authority, in which event the
Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within
the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment
return to the Issuer the amount so deducted or withheld and provide the Issuer with the reason for such deduction or withholding,
in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding
is a deduction or withholding which is deemed to be required by an Authority for the purposes of this ‎Section 7.12(h)(ii).


 


Article Eight

Defeasance; Satisfaction and Discharge


 


Section 8.01.     Issuer’s
Option to Effect Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time prior to the Stated Maturity
of the Notes, by a resolution of its Board of Directors, elect to have either ‎‎Section 8.02
or Section ‎‎8.03 be applied to all outstanding Notes
upon compliance with the conditions set forth below in this ‎‎Article Eight.


 


Section 8.02.     Defeasance
and Discharge. Upon the Issuer’s exercise under ‎‎Section 8.01
of the option applicable to this ‎‎Section 8.02,
the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to the Notes on the
date the conditions set forth in ‎‎Section 8.04 are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and to have satisfied
all of its other obligations under the Notes and this Indenture (and the Trustee, at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive, solely from the trust fund described
in ‎‎Section 8.08 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any, on) and interest (including Additional Amounts) on
such Notes when such payments are due, (b) the Issuer’s obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment
and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Issuer’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this ‎‎Article Eight.
Subject to compliance with this ‎‎Article Eight,
the Issuer may exercise its option under this ‎‎Section 8.02
notwithstanding the prior exercise of its option under ‎‎Section 8.03
below with respect to the Notes. If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated
because of an Event of Default.


 






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Section 8.03.     Covenant
Defeasance. Upon the Issuer’s exercise under ‎‎Section 8.01
of the option applicable to this ‎‎Section 8.03,
the Issuer and the Guarantors shall be released from their obligations under any covenant contained in Sections ‎‎4.04
through ‎‎4.11, ‎‎4.15
through ‎‎4.19 and ‎‎5.01
with respect to the Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but,
except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


Section 8.04.     Conditions
to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)            the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts
as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public
accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes
on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether
the Notes are being defeased to such stated date for payment or to a particular Redemption Date;


 






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(b)            in
the case of Legal Defeasance, the Issuer must deliver to the Trustee:


 


(i)            an
opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (i) the Issuer has
received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel will confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred; and


 





(ii)            an
Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee,
to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a
result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner
and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(c)            in
the case of Covenant Defeasance, the Issuer must deliver to the Trustee:


 


(i)            an
opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the beneficial owners
of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred; and


 


(ii)            an
Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee,
to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction
as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same
manner and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(d)            no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness),
and the granting of Liens to secure such borrowings);


 


(e)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, the Exchangeable
Notes or any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness
being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any
of the Guarantors is bound;


 






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(f)            the
Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the
intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying
or defrauding any creditors of the Issuer or others; and


 


(g)           the
Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


If the funds deposited
with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the
Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain
liable for such payments.


 


Section 8.05.     Satisfaction
and Discharge of Indenture. This Indenture, and the rights of the Trustee and the Holders of the Notes thereunder, shall be
discharged and shall cease to be of further effect as to all Notes issued thereunder, when:


 


(a)            either:


 


(i)            all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation;
or


 


(ii)            all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery of a
notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,
in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent
public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest
to the date of maturity or redemption;


 


(b)            the
Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;


 


(c)            the
Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or on the Redemption Date, as the case may be; and


 


(d)            the
Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate
as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).


 






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Section 8.06.     Survival
of Certain Obligations. Notwithstanding Sections ‎8.01
and ‎8.03, any obligations of the Issuer and the Guarantors
in Sections ‎‎‎2.02 through ‎‎2.14,
‎‎6.07, ‎‎7.05
and ‎‎7.06 shall survive until the Notes have been paid
in full. Thereafter, any obligations of the Issuer or the Guarantors in ‎‎Section 7.05
shall survive such satisfaction and discharge. Nothing contained in this ‎‎Article Eight
shall abrogate any of the obligations or duties of the Trustee under this Indenture.


 


Section 8.07.     Acknowledgment
of Discharge by Trustee. Subject to ‎‎Section 8.09,
after the conditions of ‎‎Section 8.02 or ‎‎8.03
have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of all of the Issuer’s
and Guarantor’s obligations under this Indenture except for those surviving obligations specified in this ‎‎Article Eight.


 


Section 8.08.     Application
of Trust Money. Subject to ‎‎Section 8.09, the
Trustee shall hold in trust cash in U.S. dollars or U.S. Government Obligations deposited with it pursuant to this ‎‎Article Eight.
It shall apply the deposited cash or Government Securities through the Paying Agent and in accordance with this Indenture to the
payment of principal of, premium, if any, interest, and Additional Amounts, if any, on the Notes; but such money need not be segregated
from other funds except to the extent required by law.


 


Section 8.09.     Repayment
to Issuer. Subject to Sections ‎‎7.05, and ‎‎8.01
through ‎‎8.04, the Trustee and the Paying Agent shall
promptly pay to the Issuer upon request set forth in an Officer’s Certificate any excess money held by them at any time
and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the
Issuer upon request any money held by them for the payment of principal, premium, if any, interest or Additional Amounts, if any,
that remains unclaimed for two years; provided that the Trustee or Paying Agent before being required to make any payment
may cause to be published through the newswire service of Bloomberg or, if Bloomberg does not then operate, any similar agency
or deliver to each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice
that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such
publication or delivery) any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the
Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates
another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.


 


Section 8.10.     Indemnity
for Government Securities. The Issuer shall pay and shall indemnify the Trustee and the Paying Agent against any tax, fee
or other charge imposed on or assessed against deposited Government Securities or the principal, premium, if any, interest, if
any, and Additional Amounts, if any, received on such Government Securities.


 






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Section 8.11.     Reinstatement.
If the Trustee or Paying Agent is unable to apply cash in dollars or Government Securities in accordance with this ‎‎Article Eight
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to this ‎Article Eight
until such time as the Trustee or any such Paying Agent is permitted to apply all such cash or Government Securities in accordance
with this ‎‎Article Eight; provided that,
if the Issuer has made any payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on any
Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes
to receive such payment from the cash in dollars or Government Securities held by the Trustee or Paying Agent.


 


Article Nine


Amendments
and Waivers


 


Section 9.01.     Without
Consent of Holders.


 


(a)            The
Issuer, the Guarantors and the Trustee may modify, amend or supplement this Indenture, the Notes and the Note Guarantees without
notice to or consent of any Holder:


 


(i)            to
cure any ambiguity, omission, error, defect or inconsistency;


 


(ii)          to
provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in
the case of a consolidation, amalgamation or merger or sale, assignment, transfer, lease, conveyance or other disposition of all
or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;


 


(iii)         to
make any change that would provide any additional rights or benefits to the Holders of Notes or that, in the good faith judgment
of the Board of Directors of the Issuer, does not adversely affect the legal rights under this Indenture of any such holder in
any material respect;


 


(iv)          to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the section entitled “Description
of the NCL Finance Notes” in the Offering Memorandum to the extent that such provision in the “Description of the
NCL Finance Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees,
as set forth in an Officer’s Certificate delivered to the Trustee;


 


(v)          to
provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with ‎‎Section 4.06,
to add security to or for the benefit of the Notes or to confirm and evidence the release, termination, discharge or retaking
of any Note Guarantee or Lien or any amendment in respect thereof with respect to or securing the Notes when such release, termination,
discharge or retaking or amendment is permitted under this Indenture;


 






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(vi)          to
mortgage, charge, pledge, hypothecate or grant a security interest in favor or the benefit of holders of Note Obligations;


 


(vii)        to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;


 


(viii)       to
allow any Guarantor to execute a Supplemental Indenture and a Note Guarantee with respect to the Notes;


 


(ix)         to
provide for uncertificated Notes in addition to or in place of Definitive Registered Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code); or


 


(x)          to
evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture.


 


(b)            In
connection with any proposed amendment or supplement in respect of such matters, the Trustee will be entitled to receive, and
rely conclusively on, an Opinion of Counsel and/or an Officer’s Certificate.


 


For the avoidance
of doubt (and without limiting the generality of any other statements in this Indenture), the provisions of the Trust Indenture
Act of 1939, as amended, shall not apply to any amendments to or waivers or consents under this Indenture.


 


Section 9.02.     With
Consent of Holders.


 


(a)            Except
as provided in ‎‎Section 9.02(b) below and ‎‎Section 6.04 and without prejudice to
‎‎Section 9.01, the Note Documents may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance
with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes).


 


(b)           Without
the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting
Holder):


 


(i)           reduce
the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;


 


(ii)          reduce
the principal of or change the fixed maturity of any Note or reduce the premium payable upon the redemption of any such Note or
change the time at which such Note may be redeemed;


 






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(iii)          reduce
the rate of or change the time for payment of interest, including default interest, on any Note;


 


(iv)         impair
the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or
any Note Guarantee in respect thereof;


 


(v)          waive
a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Notes
(except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such acceleration);


 


(vi)          make
any Note payable in money other than that stated in the Notes;


 


(vii)         make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive
payments of principal of, or interest, Additional Amounts or premium, if any, on, the Notes;


 


(viii)       waive
a redemption payment with respect to any Note (other than a payment required by ‎‎Section 4.09 or Section ‎‎4.11);


 


(ix)         make
any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely affect the
holders thereof;


 


(x)          release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture; or


 


(xi)          make
any change in the preceding amendment and waiver provisions.


 


(c)            The
consent of the Holders shall not be necessary under this Indenture to approve the particular form of any proposed amendment, modification,
supplement, waiver or consent. It is sufficient if such consent approves the substance of the proposed amendment, modification,
supplement, waiver or consent. A consent to any amendment or waiver under this Indenture by any Holder given in connection with
a tender of such Holder’s Notes will not be rendered invalid by such tender.


 


Section 9.03.     Effect
of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this ‎‎Article Nine,
this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture
for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.04.     Notation
on or Exchange of Notes. If an amendment, modification or supplement changes the terms of a Note, the Issuer or the Trustee
may require the Holder to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note and on any Note
subsequently authenticated regarding the changed terms and return it to the Holder.


 






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Alternatively, if
the Issuer so determines, the Issuer in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that
reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such
amendment, modification or supplement.


 


Section 9.05.      [Reserved].


 


Section 9.06.     Notice
of Amendment or Waiver. Promptly after the execution by the Issuer and the Trustee of any Supplemental Indenture or waiver
pursuant to the provisions of ‎‎Section 9.02, the
Issuer shall give notice thereof to the Holders of each outstanding Note affected, in the manner provided for in ‎‎Section 12.01(b),
setting forth in general terms the substance of such Supplemental Indenture or waiver.


 


Section 9.07.     Trustee
to Sign Amendments, Etc. The Trustee, shall execute any amendment, supplement or waiver authorized pursuant and adopted in
accordance with this ‎‎Article Nine; provided
that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s
own rights, duties or immunities under this Indenture. The Trustee shall receive, if requested, an indemnity (including by way
of pre-funding) satisfactory to it and to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an
Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this
‎‎Article Nine is authorized or permitted by this
Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation
of the Issuer enforceable against them in accordance with its terms (for the avoidance of doubt, such Opinion of Counsel is not
required with respect to any Guarantor). Such Opinion of Counsel shall be an expense of the Issuer.


 


Section 9.08.     Additional
Voting Terms; Calculation of Principal Amount.


 


(a)            All
Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one
class and no series of Notes will have the right to vote or consent as a separate series on any matter; provided, however,
that if any amendment, waiver or other modification will only affect one series of Notes, only the consent of the Holders of not
less than a majority in principal amount of the affected series of Notes then outstanding (and not the consent of the Holders
of at least a majority of all Notes), shall be required. Determinations as to whether Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this ‎‎Article Nine.


 


(b)            The
aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date
of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified
percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination,
by dividing (i) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented
by (ii) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as
determined in accordance with the preceding sentence, ‎‎Section 2.08 and ‎Section ‎2.09
of this Indenture. Any such calculation made pursuant to this ‎‎Section 9.08(b) shall be made by the
Issuer and delivered to the Trustee pursuant to an Officer’s Certificate.


 






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Article Ten


Guarantee


 


Section 10.01.     Note
Guarantees.


 


(a)            The
Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness
and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a
joint and several basis to each Holder and to the Trustee (acting in any capacity hereunder) and its successors and assigns on
behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on,
and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee (acting
in any capacity hereunder) and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and
delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this
Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors
further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from
the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension
or renewal of any Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.


 


(b)            The
Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety,
unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure
to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect
thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge
of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification,
indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the
interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors
hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of
the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to
exercising its rights under a Note Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require
the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable
under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Indebtedness
evidenced thereby and all demands whatsoever, and each covenant that their Note Guarantee will not be discharged with respect
to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture,
including ‎‎Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any,
or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy
or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated
as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such
times.


 






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(c)            The
Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee
(acting in any capacity hereunder) or any Holder in enforcing any rights under this ‎‎Section 10.01.


 


Section 10.02.     Subrogation.


 


(a)            Each
Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid to such Holders by
such Guarantor pursuant to the provisions of its Note Guarantee.


 


(b)            The
Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations
guaranteed hereby until payment in full of all Obligations. The Guarantors further agree that, as between them, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated
as provided in ‎‎Section 6.02 for the purposes of the Note Guarantees herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of
any declaration of acceleration of such Obligations as provided in ‎‎Section 6.02, such Obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this ‎‎Section 10.02.


 


Section 10.03.     Release
of Note Guarantees. The Note Guarantee of a Subsidiary Guarantor shall automatically be released:


 


(a)            in
connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including
by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to
such transaction) Parent or a Restricted Subsidiary, if the sale or other disposition does not violate ‎‎Section 4.09;


 


(b)            in
connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before
or after giving effect to such transaction) Parent or a Restricted Subsidiary, if the sale or other disposition does not violate
‎Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other
disposition;


 






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(c)            if
Parent designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture;


 


(d)            upon
the full and final payment of the Notes and performance of all Obligations (in each case, other than contingent or unliquidated
obligations or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees;


 


(e)            upon
Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided
under ‎‎Article Eight;


 


(f)            as
described under ‎‎Article Nine; and


 


(g)            upon
such Subsidiary Guarantor being released from all of its obligations in respect of Parent’s senior secured notes due 2024,
as applicable;


 


provided
that, in each case, such Subsidiary Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel stating that all conditions precedent provided for in this Indenture relating to such release have been complied with.


 


The Trustee shall
take all necessary actions at the request of the Issuer to effectuate any release of a Note Guarantee in accordance with these
provisions.


 


Each of the releases
set forth above shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent
on the part of the Trustee.


 


Section 10.04.     Limitation
and Effectiveness of Note Guarantees. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor does not constitute a fraudulent conveyance or a fraudulent
transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Guarantee will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect
to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise
being void or voidable under any similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment
under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution
from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on
the respective net assets of all the Guarantors at the time of such payment determined in accordance with accounting principles
generally accepted in the United States.


 






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Section 10.05.     Notation
Not Required. Neither the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee
or any release, termination or discharge thereof.


 


Section 10.06.     Successors
and Assigns. This ‎‎Article Ten shall be binding
upon the Guarantors and each of their successors and assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee
or assigns, all subject to the terms and conditions of this Indenture.


 


Section 10.07.     No
Waiver. Neither a failure nor a delay on the part of the Trustee or the Holders in exercising any right, power or privilege
under this ‎‎Article Ten shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and are not exclusive
of any other rights, remedies or benefits which either may have under this ‎‎Article Ten
at law, in equity, by statute or otherwise.


 


Section 10.08.     Modification.
No modification, amendment or waiver of any provision of this ‎‎Article Ten,
nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice
or demand in the same, similar or other circumstance.


 


Article Eleven


[Reserved]


 


Article Twelve


Miscellaneous


 


Section 12.01.     Notices.


 


(a)            Any
notice or communication shall be in writing and delivered in person or mailed by first class mail or sent by facsimile transmission
addressed as follows:


 


if to the Issuer or the Guarantors:


 


NCL Corporation Ltd.

7665 Corporate Center Drive

Miami, Florida 33126-1201

Telephone: (305) 436-4000

Facsimile: (305) 436-4117

Attention: General Counsel


 






    	 	122	 



     


    

 


if to the Trustee, Principal Paying Agent
or Transfer Agent:


 


U.S. Bank National Association

Global Corporate Trust

West Side Flats

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Telephone: (651) 466-6309

Facsimile: (651) 466-7430

Attention: Norwegian Cruise Lines (“NCL”) Corporate Trust Administrator


 


The Issuer, the Guarantors
or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


(b)            Notices
regarding the Notes shall be:


 


(i)            delivered
to Holders electronically or mailed by first-class mail, postage paid; and


 


(ii)            in
the case of Definitive Registered Notes, delivered to each Holder by first-class mail at such Holder’s respective address
as it appears on the registration books of the Registrar.


 


Notices given by first-class
mail shall be deemed given five calendar days after mailing and notices given by publication shall be deemed given on the first
date on which publication is made. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly
given, whether or not the addressee receives it.


 


In case by reason
of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.


 


(c)            If
and so long as the Notes are represented by Global Notes, notice to Holders, in lieu of being given in accordance with ‎‎Section 12.01(b) above,
may be given by delivery of the relevant notice to DTC for communication.


 


(d)            Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


(e)            All
notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication
sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided
by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in
English). The Issuer and Guarantors agree to assume all risks arising out of the use of using digital signatures and electronic
methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 






    	 	123	 



     


    

 


Section 12.02.     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any Guarantor to the Trustee to take
or refrain from taking any action under this Indenture (except in connection with the original issuance of the Original Notes
on the date hereof), the Issuer or any Guarantor, as the case may be, shall furnish upon request to the Trustee:


 


(a)            an
Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the Officer, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)            an
Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.


 


Any Officer’s
Certificate may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless the Officer signing such
certificate knows, or in the exercise of reasonable care should know, that such Opinion of Counsel with respect to the matters
upon which such Officer’s Certificate is based are erroneous. Any Opinion of Counsel may be based and may state that it
is so based, insofar as it relates to factual matters, upon certificates of public officials or an Officer’s Certificate
stating that the information with respect to such factual matters is in the possession of the Issuer, unless the counsel signing
such Opinion of Counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate with respect
to the matters upon which such Opinion of Counsel is based are erroneous.


 


Section 12.03.     Statements
Required in Certificate or Opinion. Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:


 


(a)            a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(b)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)            a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)            a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 






    	 	124	 



     


    

 



 


Section 12.04.     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Registrar and the Paying Agent may make reasonable rules for their functions.


 


Section 12.05.     No
Personal Liability of Directors, Officers, Employees and Shareholders. No director, officer, employee, incorporator, shareholder
or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, this Indenture and the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each holder of Notes by accepting a Note waives and releases all such liability.


 


Section 12.06.     Legal
Holidays. If an Interest Payment Date or other payment date is not a Business Day, payment shall be made on the next succeeding
day that is a Business Day, and no interest shall accrue for the intervening period. If a Record Date is not a Business Day, the
Record Date shall not be affected.


 


Section 12.07.     Governing
Law. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 12.08.     Jurisdiction.
The Issuer and each Guarantor agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder
or the Trustee arising out of or based upon this Indenture, the Notes or the Note Guarantees may be instituted in any state or
Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably
submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and the Guarantors
irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought
in connection with this Indenture, the Notes or the Note Guarantees, including such actions, suits or proceedings relating to
securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence
or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and
the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and
binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the
Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process
is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer
and the Guarantors not resident in the United States has appointed National Registered Agents, Inc., located at 28 Liberty
Street, New York, New York 10005, or any successor so long as such successor is resident in the United States and can act for
this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit,
action or proceeding arising out of or based upon this Indenture, the Notes or the Note Guarantees or the transactions contemplated
herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, by any Holder or
the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.
National Registered Agents, Inc. has hereby accepted such appointment and has agreed to act as said agent for service of
process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary
to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall
be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action involving
the Issuer arising out of or based upon this Indenture, the Notes or the Note Guarantees may be instituted by any Holder or the
Trustee in any other court of competent jurisdiction. Each of Parent and the Issuer expressly consents to the jurisdiction of
any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with
respect thereto.


 






    125


     


    

 


EACH OF THE ISSUER,
THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section 12.09.     No
Recourse Against Others. A director, officer, employee, incorporator, member or shareholder, as such, of the Issuer or any
Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under this Indenture, the Notes or any
Note Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note,
each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue
of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws.


 


Section 12.10.     Successors.
All agreements of the Issuer and any Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 12.11.     Counterparts.
The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature
pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Indenture as
to the parties hereto. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed
to be their original signatures for all purposes. For the avoidance of doubt, the words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to
be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent
to conduct the transactions contemplated hereunder by electronic means.


 






    126


     


    

 


Section 12.12.     Table
of Contents and Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the
terms or provisions hereof.


 


Section 12.13.     Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 12.14.     Currency
Indemnity. Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”)
which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment
Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer
or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the
Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the
Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in
accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the
payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of
the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify
and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result
of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained
in this Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by any holder or the Trustee from time to time and shall continue in full force and effect notwithstanding
any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.


 


[Remainder of Page Intentionally Left
Blank]


 






    127


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Indenture to be duly executed as of the date first written above.


 


	 	NCL FINANCE, LTD.
 as Issuer




 


	 	By:	/s/ Mark A. Kempa
	 	 	Name:  Mark A.
    Kempa
	 	 	Title:    Executive Vice President and Chief Financial Officer




 


 
	 
	
 NCL CORPORATION LTD.
 as Guarantor
 



 


	 	By:	/s/ Mark A. Kempa
	 	 	Name:  Mark A.
    Kempa
	 	 	Title:
       Executive Vice President and Chief Financial Officer


 


 
	 	NCL (BAHAMAS) LTD.
 as Guarantor


 


	 	By:	/s/ Mark A. Kempa
	 	 	Name:  Mark A.
    Kempa
	 	 	Title:
       Executive Vice President and Chief Financial Officer


 


[Signature Page to Indenture]


 






    


     


    

 
	 	KRYSTALSEA LIMITED
 as Guarantor


 


	 	By:	/s/ Francisco Jose Del Rio
	 	Name:  Francisco
    Jose Del Rio
	 	Title:
       Director


 


 
	 	GREAT STIRRUP CAY LIMITED
 as Guarantor


 


	 	By:	/s/ Daniel S. Farkas
	 	Name:  Daniel S.
    Farkas
	 	Title:
       Senior Vice President, General Counsel and Secretary


 


 
	 	NCL UK IP CO LTD
 as Guarantor


 


	 	By:	/s/ Daniel S. Farkas
	 	Name: Daniel S.
    Farkas
	 	Title:
      Executive Vice President, General Counsel and Secretary


 


 
	 	NCL US IP CO 2 LLC 
 as Guarantor


 


	 	By:	/s/ Daniel S. Farkas
	 	Name: Daniel S.
    Farkas
	 	Title:
      Executive Vice President, General Counsel and Secretary


 


[Signature Page to Indenture]


 






    


     


    

 
	 	U.S. BANK NATIONAL ASSOCIATION
 as Trustee, Principal Paying Agent, Transfer Agent and Registrar


 


	 	By:	/s/ Joshua A. Hahn
	 	Name:    Joshua A.
    Hahn
	 	Title:      Vice
    President


 


[Signature Page to Indenture]


 






    


     


    

 


Schedule I


 


SUBSIDIARY GUARANTORS


 


	
        Entity
	
        Jurisdiction

	NCL (Bahamas) Ltd.	Bermuda
	 	 
	KRYSTALSEA LIMITED	British Virgin Islands
	 	 
	Great Stirrup Cay Limited	Bahamas
	 	 
	NCL US IP Co 2, LLC	Delaware
	 	 
	NCL UK IP Co Ltd	England and Wales


 






    IV-1


     


    

 



 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


NCL FINANCE, LTD.


 


[If Regulation S Global Note – CUSIP Number [●]1
/ ISIN [●]2]

[If Restricted Global Note – CUSIP Number [●]3 / ISIN [●]4]

No. [●]


 


[Include if Global
Note — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS
NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO
A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 





 






		1	Issue Date Regulation S CUSIP: G6437F AA7



 


		2	Issue Date Regulation S ISIN: USG6437FAA78



 


		3	Issue Date Rule 144A CUSIP: 62888H AA7



 


		4	Issue Date Rule 144A ISIN: US62888HAA77



 






    A-2


     


    

 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”)
OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, AND AGREES THAT IT WILL
NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)] [IN THE CASE OF REGULATION
S NOTES: 40 DAYS AFTER THE LATER OF THE DATE WHEN THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON
REGULATION S AND THE DATE OF THE COMPLETION OF THE DISTRIBUTION] RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
ISSUER OR ANY RESPECTIVE SUBSIDIARY THEREOF, (B) IN THE UNITED STATES TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A
QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT
PRIOR TO A TRANSFER PURSUANT TO CLAUSE (D) OR (E), THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (D) OR (F) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THE HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES
THAT IT SHALL NOT TRANSFER THE SECURITIES IN AN AMOUNT LESS THAN $2,000.


 






    A-3


     


    

 


6.125% SENIOR NOTE DUE 2028


 


NCL
Finance, Ltd., a Bermuda exempted company, for value received, promises to pay to [●] or registered assigns the
principal sum of $[●] (as such amount may be increased or decreased as indicated in Schedule A (Schedule of Principal Amount
in the Global Note) of this Note) on March 15, 2028.


 


From March 3,
2021 or from the most recent Interest Payment Date to which interest has been paid or provided for, cash interest on this Note
will accrue at 6.125%, payable semi-annually on March 15 and September 15 of each year, beginning on September 15,
2021, to the Person in whose name this Note (or any predecessor Note) is registered at the close of business on the preceding March 1
or September 1, as the case may be. Interest on overdue principal and interest, including Additional Amounts, if any, will
accrue at a rate that is 1.0% higher than the interest rate on the Notes.


 


THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES
THEREOF.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of an authorized
signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof and to the provisions of the Indenture, which provisions
shall for all purposes have the same effect as if set forth at this place.


 


 



    A-4


     


    




 


IN WITNESS WHEREOF,
NCL Finance, Ltd. has caused this Note to be signed manually or by facsimile by its duly authorized signatory.


 


Dated:
[●], 20[●]


 


	 	NCL FINANCE, LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-5


     


    

 


	
        CERTIFICATE OF AUTHENTICATION

         

        This is one of the Notes referred to in the Indenture.

         

        U.S. BANK NATIONAL ASSOCIATION,

        as Trustee

         
	 
	By:	 	 
	 	Authorized Officer	 


 






    A-6


     


    

 


[FORM OF REVERSE SIDE OF NOTE]

6.125% Senior Note due 2028


 


1.            Interest


 


NCL Finance, Ltd.,
a Bermuda exempted company (together with it successors and assigns under the Indenture, the “Issuer”), for
value received, promises to pay interest on the principal amount of this Note from March 3, 2021 or from the most recent Interest
Payment Date to which interest has been paid or provided for at the rate per annum shown above. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the interest rate borne
by the Notes compounded semi-annually, and it shall pay interest on other overdue amounts at the same rate to the extent lawful.
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth in this Note.


 


2.            Additional
Amounts


 


(a)          All
payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with
respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account
of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor
or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes
imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged
in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction
from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction
of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”)
in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of
principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay
such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received
in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have
been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however,
that no Additional Amounts shall be payable with respect to:


 


(1)            any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner,
if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation)
being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having
been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other
present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition,
ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or
the receipt of payments in respect of such Note or a Note Guarantee;


 






    A-7


     


    

 


(2)            any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(3)            any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(4)            any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee;


 


(5)            any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of
the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding
or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from,
or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation,
a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent
the Holder or beneficial owner is legally eligible to provide such certification or documentation;


 


(6)            any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on
behalf of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant
Note to, or otherwise accepting payment from, another Paying Agent;


 


(7)            any
Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the Holder of the Notes if such Holder
is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes
would not have been imposed on such payments had such Holder been the sole beneficial owner of such Note;


 


(8)            any
Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof,
including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Sections 1471 through 1474 of the
Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively
comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations
thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative
practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of
the Code (or any amended or successor version described above); or


 






    A-8


     


    

 


(9)            any
combination of clauses (1) through (8) above.


 


In addition to the foregoing, the Issuer
and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer,
court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and
additions to tax related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration
of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments
with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable
to the receipt of any payments or that are imposed on or result from a sale or other transfer or disposition of a Note by a Holder
or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or
(5) through (9) above or any combination thereof), save in each case for any such taxes, charges or levies which arise
or are increased as a result of any document effecting the registration, issue or delivery of any of the notes either being signed
or executed in the United Kingdom or being brought into the United Kingdom.


 


(b)          If
the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect
to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may
be, shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to
pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor
shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable
and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably
necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant
Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional
Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments
are necessary.


 


(c)          The
Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within
the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance
with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax
authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the
Trustee (or to a Holder of this Note upon request), within 60 days after the date the payment of any Taxes so deducted or withheld
is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding
such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory
to the Trustee) by such entity.


 






    A-9


     


    

 


(d)          Whenever
in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the
Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee,
such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.


 


(e)          The
preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial
owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or
any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through
which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case,
any political subdivision thereof or therein.


 


3.            Method
of Payment


 


The Issuer shall pay
interest on this Note (except Defaulted Interest) to the Holder at the close of business on the Record Date for the next Interest
Payment Date even if this Note is cancelled after the Record Date and on or before the Interest Payment Date. The Issuer shall
pay principal and interest in dollars in immediately available funds that at the time of payment is legal tender for payment of
public and private debts; provided that payment of interest may be made at the option of the Issuer by check mailed to the
Holder.


 


The amount of payments
in respect of interest on each Interest Payment Date shall correspond to the aggregate principal amount of Notes represented by
this Note, as established by the Registrar at the close of business on the relevant Record Date. Payments of principal shall be
made upon surrender of this Note to the Paying Agent.


 


4.            Paying
Agent and Registrar


 


Initially, U.S. Bank
National Association or one of its Affiliates will act as Principal Paying Agent and Registrar. The Issuer or any of its Affiliates
may act as Paying Agent, Registrar or co-Registrar.


 


5.            Indenture


 


The Issuer issued this
Note under an indenture dated as of March 3, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among, inter alios, the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The terms
of this Note include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.


 






    A-10


     


    

 


6.            Optional
Redemption


 


(a)           At
any time prior to December 15, 2027 (the date that is three months prior to the maturity date) (the “Par Call Date”),
the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 10 nor more than 60 days’
notice, at a Redemption Price equal to 100.0% of the principal amount of the Notes to be redeemed, plus the Applicable Premium
(as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to, the date of redemption,
subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment
Date.


 


In
addition, at any time on or after the Par Call Date, the Notes will be redeemable, in whole or in part, at the Issuer’s
option and at any time or from time to time, upon giving not less than 10 nor more than 60 days’ notice, at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed and accrued and unpaid interest and Additional Amounts,
if any, to, the date of redemption, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest
due on the relevant Interest Payment Date.


 


(b)          At
any time and from time to time prior to March 15, 2024 the Issuer may redeem Notes with the net cash proceeds received by
the Issuer from any Equity Offering at a Redemption Price equal to 106.125% of the principal amount of such Notes, plus
accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, in an aggregate principal amount
for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Issue
Date (together with Additional Notes); provided that


 


(1)           in
each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and


 


(2)           not
less than 60% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately
thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all
such Notes are redeemed substantially concurrently.


 


Notwithstanding the
foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders
of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such
tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly
tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than
60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding
following such purchase at a Redemption Price equal to the price offered to each other Holder (excluding any early tender or incentive
fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest and
Additional Amounts, if any, thereon, to, but excluding, the date of such redemption.


 






    A-11


     


    

 


7.            Redemption
for Changes in Taxes


 


The
Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than
60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with
the procedures set forth under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a
 “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption
Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on
which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required
to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made
by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor
cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment
of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement
arises as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder)
of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum
(or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such
later date); or (2) any change in, or amendment to, the official application, administration or interpretation of such laws,
regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in
published practice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering
Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum,
after such later date) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”).


 


The Issuer shall not
give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor
would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then
due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication
or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee
an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel
shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer
to redeem the Notes hereunder. In addition, before the Issuer mails notice of redemption of the Notes as described above, it shall
deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts
by the Issuer or the relevant Guarantor taking reasonable measures available to it.


 






    A-12


     


    

 


The Trustee will accept
and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence
and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions
of this paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change
in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).


 


8.            Repurchase
at the Option of Holders


 


(a)           Upon
a Change of Control Triggering Event, the Holders shall have the right to require the Issuer to offer to repurchase the Notes pursuant
to ‎‎Section 4.11 of the Indenture.


 


(b)          The
Notes may also be subject to Asset Sale Offers pursuant to ‎‎Section 4.09
of the Indenture.


 


10.          Denominations


 


The Notes (including
this Note) are in denominations of $2,000 and integral multiples of $1,000 in excess thereof of principal amount at maturity. The
transfer of Notes (including this Note) may be registered, and Notes (including this Note) may be exchanged, as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and
to pay any taxes and fees required by law or permitted by the Indenture.


 


11.          Unclaimed
Money


 


All moneys paid by
the Issuer or the Guarantors to the Trustee or a Paying Agent for the payment of the principal of, or premium, if any, or interest
on, this Note or any other Note that remain unclaimed at the end of two years after such principal, premium or interest has become
due and payable may be repaid to the Issuer or the Guarantors, subject to applicable law, and the Holder of such Note thereafter
may look only to the Issuer or the Guarantors for payment thereof.


 


12.          Discharge
and Defeasance


 


The
Notes shall be subject to defeasance, satisfaction and discharge as provided in ‎‎Article Eight of the Indenture.


 


13.           Amendment,
Supplement and Waiver


 


The
Notes, the Note Guarantees and the Indenture may be amended or modified as provided in ‎‎Article Nine of the
Indenture.


 






    A-13


     


    

 


14.           Defaults
and Remedies


 


This
Note and the other Notes have the Events of Default as set forth in ‎‎Section 6.01 of the Indenture.


 


15.          [Reserved].


 


16.          Trustee
Dealings with the Issuer


 


The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Issuer, the Guarantors or any of their Affiliates with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar, co-Registrar or co-Paying Agent may do the same with like rights.


 


17.          No
Recourse Against Others


 


A director, officer,
employee, incorporator, member or shareholder, as such, of the Issuer or the Guarantors shall not have any liability for any obligations
of the Issuer or the Guarantors under this Note, the other Notes, the Note Guarantees or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. By accepting a Note, each Holder shall waive and release all
such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


18.          Authentication


 


This Note shall not
be valid until an authorized officer of the Trustee (or an authenticating agent) manually signs the certificate of authentication
on the other side of this Note.


 


19.          Abbreviations


 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


20.          ISIN
and/or CUSIP Numbers


 


The Issuer may cause
ISIN and/or CUSIP numbers to be printed on the Notes, and if so the Trustee shall use ISIN and/or CUSIP numbers in notices of redemption
as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed on the Notes.


 


21.          Governing
Law


 


THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES
THEREOF.


 






    A-14


     


    

 


 



 


ASSIGNMENT FORM


 


To assign and transfer this Note, fill in the form below:


 


	(I) or (the Issuer) assign and transfer this Note to
	 
	(Insert assignee’s social security or tax I.D. no.)
	 
	(Print or type assignee’s name, address and postal code)
	 
	and irrevocably appoint ____________________ agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
	 
	Your Signature:	

	 	(Sign exactly as your name appears on the other side of this Note)
	 	 
	Signature Guarantee:	

	 	(Participant in a recognized signature guarantee medallion program)
	 	 	 	 


 





	Date:	 	

	 	 
	Certifying Signature


 


In connection with
any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date
of original issuance of such Notes and the last date, if any, on which the Notes were owned by the Issuer or any of its Affiliates,
the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes
and:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	to Parent or any Subsidiary; or
	 	 	 
	(2)	 ̈	pursuant to an effective registration statement under the U.S. Securities Act of 1933; or
	 	 	 
	(3)	 ̈	pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or
	 	 	 
	(4)	 ̈	pursuant to and in compliance with Regulation S under the U.S. Securities Act of 1933; or
	 	 	 
	(5)	 ̈	pursuant to another available exemption from the registration requirements of the U.S. Securities Act of 1933.



 






    A-15 


     


    

 


Unless one of the boxes
is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (3) is checked, by executing this form, the
Transferor is deemed to have certified that such Notes are being transferred to a person it reasonably believes is a “qualified
institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that such
transfer is being made in reliance on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed
to have certified that such transfer is made pursuant to an offer and sale that occurred outside the United States in compliance
with Regulation S under the U.S. Securities Act; and if box (5) is checked, the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer reasonably requests to
confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to, the registration requirements
of the U.S. Securities Act of 1933.


 


	Signature:	 	 
	Signature Guarantee:	 
	 	 	 (Participant in a recognized signature guarantee
medallion program)



 


	Certifying Signature:	 	Date:	 
	 	 	 	 
	Signature Guarantee:	 
	 	(Participant in a recognized signature guarantee medallion program)
	 	 	 	 	 







    A-16 


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note or a portion thereof repurchased pursuant to Section ‎4.09 or ‎4.11
of the Indenture, check the box:  ̈


 


If the purchase is
in part, indicate the portion (in denominations of $2,000 or any integral multiple of $1,000 in excess thereof) to be purchased:


 


	Your Signature:	 	 
	 	(Sign exactly as your name appears on the other side
of this Note)



 


	Date:	 	 
	 	 
	Certifying Signature:	 



 






    A-17 


     


    

 


SCHEDULE A


 


SCHEDULE OF PRINCIPAL AMOUNT IN THE GLOBAL
NOTE


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part
of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made:


 


	
        Date
        of

        Decrease/Increase
	 	
        Amount
        of

        Decrease in

Principal Amount
	 	
        Amount
        of

        Increase in

        Principal Amount
	 	
        Principal
        Amount

Following such

 Decrease/Increase
	 	
        Signature
        of

Authorized Officer

of Registrar



 






    A-18 


     


    

EXHIBIT B


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM RESTRICTED


GLOBAL NOTE TO REGULATION S GLOBAL NOTE5


 


(Transfers pursuant to § 2.06(b)(ii) of the Indenture)


 


U.S. Bank National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 6.125% Senior Notes due 2028 (the “Notes”)


 


Reference is hereby
made to the Indenture dated as of March 3, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
among, inter alios, NCL Finance, Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors,
and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.


 


This letter relates
to $________ aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note
(CUSIP No.: [●]6; ISIN No: [●]7) with DTC in the name of [name of transferor] (the
 “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent
beneficial interest in the Regulation S Global Note (CUSIP No.: [●]8; ISIN No: [●]9).


 












5
If the Note is a Definitive Registered Note, appropriate changes need to be made to the form of this transfer certificate.


6
Issue Date Rule 144A CUSIP: G6437F AA7


7
Issue Date Rule 144A ISIN: USG6437FAA78


8
Issue Date Regulation S CUSIP: 62888H AA7


9
Issue Date Regulation S ISIN: US62888HAA77



 






    B-1 


     


    

 


In connection with
such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Notes and:


 


(a)            with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”), does certify that:




 


(i)            the
offer of the Notes was not made to a person in the United States;


 


(ii)            either
(i) at the time the buy order is originated the transferee is outside the United States or the Transferor and any person acting
on its behalf reasonably believe that the transferee is outside the United States; or (ii) the transaction was executed in,
on or through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 of Regulation
S and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the
United States;


 


(iii)            no
directed selling efforts have been made in the United States by the Transferor, an Affiliate thereof or any person on its behalf
in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


(iv)            the
transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and


 


(v)            the
Transferor is not the Issuer, a distributor of the Notes, an Affiliate of the Issuer or any such distributor (except any officer
or director who is an affiliate solely by virtue of holding such position) or a person acting on behalf of any of the foregoing.


 


(b)            with
respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction
permitted by Rule 144 under the U.S. Securities Act.


 


You, the Issuer, the
Guarantors and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation S.


 


	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attention:


 






    B-2 


     


    

EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE


 


(Transfers pursuant to § 2.06(b)(iii) of the Indenture)


 


U.S. Bank National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 6.125% Senior Notes due 2028 (the “Notes”)


 


Reference is hereby
made to the Indenture dated as of March 3, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
among, inter alios, NCL Finance, Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors,
and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.


 


This letter relates
to $___________ aggregate principal amount at maturity of Notes that are held in the form of the Regulation S Global Note with
DTC (CUSIP No.: [●]10; ISIN No.: [●]11) in the name of [name of transferor] (the “Transferor”)
to effect the transfer of the Notes in exchange for an equivalent beneficial interest in the Restricted Global Note (CUSIP No.:
[●]12; ISIN No.: [●]13).


 


In connection with
such request, and in respect of such Notes the Transferor does hereby certify that such Notes are being transferred in accordance
with the transfer restrictions set forth in the Notes and that:


 


CHECK ONE BOX BELOW:


 


		 ̈	the Transferor is relying on Rule 144A under the U.S. Securities Act for exemption from the
registration requirements thereunder; it is transferring such Notes to a person it reasonably believes is a QIB as defined in Rule 144A
that purchases for its own account, or for the account of a qualified institutional buyer, and to whom the Transferor has given
notice that the transfer is made in reliance on Rule 144A and the transfer is being made in accordance with any applicable
securities laws of any state of the United States; or



 





 






10
Issue Date Regulation S CUSIP: G6437F AA7


11
Issue Date Regulation S ISIN: USG6437FAA78


12
Issue Date Rule 144A CUSIP: 62888H AA7


13
Issue Date Rule 144A ISIN: US62888HAA77


 






    C-1 


     


    

 


		 ̈	the Transferor is relying on an exemption other than Rule 144A from the registration requirements
of the U.S. Securities Act, subject to the Issuer’s and the Trustee’s right prior to any such offer, sale or transfer
to require the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them.



 


You, the Issuer, the
Guarantors, and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered
hereby.


 


	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attention:


 






    C-2 


     


    

EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE
dated as of [●], 20[●] (this “Supplemental Indenture”) by and among NCL Finance, Ltd. (the
 “Issuer”), the other parties listed as New Guarantors on the signature pages hereto (each, a “New
Guarantor” and, collectively, the “New Guarantors”) and U.S. Bank National Association, as trustee
(in such capacity, the “Trustee”).


 


W I T N E S E T H


 


WHEREAS,
the Issuer, the Trustee and the other parties thereto have heretofore executed and delivered an Indenture, dated as of March 3,
2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the
issuance of 6.125% Senior Notes due 2028 of the Issuer (the “Notes”), initially in the aggregate principal amount
of $525,000,000;


 


WHEREAS,
pursuant to ‎Section 9.01 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this
Supplemental Indenture; and


 


WHEREAS, all necessary
acts have been done to make this Supplemental Indenture a legal, valid and binding agreement of each New Guarantor in accordance
with the terms of this Supplemental Indenture.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:


 


ARTICLE I

Definitions


 


Section 1.01.          Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


ARTICLE II

Agreement to be Bound


 


Section 2.01.          Agreement
to Guarantee. The New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents
it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and
become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof,
as if made by, and with respect to, each signatory hereto; and (i) perform all obligations and duties required of a Guarantor
pursuant to the Indenture. The New Guarantor hereby agrees to provide a Note Guarantee on the terms and subject to the conditions
set forth in the Indenture, including, but not limited to, ‎‎Article Ten
thereof.


 






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Section 2.02.          Execution
and Delivery. The New Guarantor agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Note Guarantee on the Notes.


 


ARTICLE III

Miscellaneous


 


Section 3.01.               Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.02.          Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.03.          Ratification.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder heretofore or hereafter shall be bound hereby. The Trustee makes no representation or warranty as to the validity
or sufficiency of this Supplemental Indenture.


 


Section 3.04.          Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of
this Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto. Signatures of the parties hereto transmitted by
facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes.


 


Section 3.05.          Effect
of Headings. The headings herein are convenience of reference only and shall not affect the construction hereof.


 


Section 3.06.          The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
New Guarantor.


 


Section 3.07.          Benefits
Acknowledged. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The
New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this
Supplemental Indenture are knowingly made in contemplation of such benefits.


 


Section 3.08.          Successors.
All agreements of the New Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in this
Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	ISSUER:
	 	 
	 	NCL FINANCE, LTD.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	NEW GUARANTORS:
	 	 
	 	[NEW GUARANTORS]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TRUSTEE:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



 






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