Exhibit 10.3


 


Execution Version


 


[*]: THE IDENTIFIED INFORMATION HAS
BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED


 


Dated 4 June 2020


 


AMENDMENT TO TERM LOAN FACILITY 


 


RIVIERA
NEW BUILD, LLC


as Borrower


 


and


 


NCL CORPORATION LTD. 


as Guarantor


 


and


 


OCEANIA CRUISES S. DE R.L. 


as Charterer


and Shareholder


 


and


 


The Banks
and Financial Institutions


LISTED IN SCHEDULE 1 


as Lenders


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


SOCIÉTÉ GÉNÉRALE



as Mandated Lead Arrangers


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


as Agent


and SACE Agent


 


SUPPLEMENTAL
AGREEMENT


 


relating to a facility agreement originally
dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, a side letter dated 29 March 2012, as amended
and restated by an amendment and restatement agreement dated 31 October 2014 and as further amended by a framework agreement dated
31 January 2018) in respect of the part financing of the passenger cruise ship m.v. "RIVIERA" Index


 





 






    	



     


    

 




	 	Index	Page
	 	 	 
	Clause	 
	 	 	 
	1	Definitions and Interpretation	3
	2	Conditions Precedent and Conditions
    Subsequent	5
	3	Representations	6
	4	Acknowledgment and Acceptance of the
    Principles	7
	5	Amendments to Facility Agreement and
    other Finance Documents	7
	6	New Covenants	24
	7	Further Assurance	28
	8	Costs and Expenses	28
	9	Notices	28
	10	Counterparts	28
	11	Signing Electronically	28
	12	Governing Law	28
	13	Enforcement	28
	 	 	 
	Schedules	 
	 	 	 







	Schedule
    1 Lenders and Commitments	30
	Schedule
    2 Conditions Precedent	31
	Schedule
    3 Repayment Schedule	33
	Schedule
    4 Information Package	34
	Schedule
    5 Form of Effective Date Certificate	35
	 	 
	Execution	 
	 	 







	Execution
    Pages	30



 



    	



     


    

 


THIS
AGREEMENT is made on 4 June 2020


 


Parties


 


		(1)	RIVIERA NEW BUILD, LLC, a
                                         limited liability company formed in the Marshall Islands whose registered address is
                                         at c/o The Trust Company of the Marshall Islands Inc., Trust Company Complex, Ajeltake
                                         Island, Majuro MH 96960, Republic of the Marshall Islands as borrower (the "Borrower")



 


		(2)	NCL CORPORATION LTD., an exempted
                                         company incorporated under the laws of Bermuda with its registered office at Cumberland
                                         House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the "Guarantor")



 


		(3)	OCEANIA CRUISES S. DE R.L.,
                                         a Panamanian limited liability company (sociedad de responsabilidad limitada) organised
                                         and existing under the laws of the Republic of Panama, having its office in the Republic
                                         of Panama with its Resident Agent being Arias Fabrega with address at Arifa Building,
                                         West Boulevard, Santa Maria Business District, Panama, Republic of Panama and registered
                                         at the Mercantile Section of the Panama Public Registry at Microjacket No. 423671, Document
                                         396130 since 3 October 2002 (the "Charterer" and "Shareholder")



 


		(4)	THE FINANCIAL INSTITUTIONS
                                         listed in Schedule 1 (Lenders and Commitments) as lenders (the "Lenders")



 


		(5)	CRÉDIT AGRICOLE CORPORATE
                                         AND INVESTMENT BANK a French société anonyme having its registered
                                         office located at 12, Place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France registered
                                         under number Siren 304 187 701 at the Registre du Commerce et des Sociétés
                                         of Nanterre, France and SOCIÉTÉ GÉNÉRALE a French
                                         société anonyme having its registered office located at 29 Boulevard Haussmann,
                                         75009 Paris under number Siren 552 120 222 at the Registre du Commerce et des Sociétés
                                         of Paris, France as mandated lead arrangers (the "Mandated
                                         Lead Arrangers")



 


		(6)	CRÉDIT AGRICOLE CORPORATE
                                         AND INVESTMENT BANK, a French société anonyme having its registered
                                         office located at 12, Place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France registered
                                         under number Siren 304 187 701 at the Registre du Commerce et des Sociétés
                                         of Nanterre, France as agent and SACE agent (the "Agent"
                                         and the "SACE Agent")



 


Background


 


		(A)	By the Facility Agreement, the Lenders
                                         agreed to make available to the Borrower a facility of originally the Dollar Equivalent
                                         of up to EUR 349,520,718 for the purpose of assisting the Borrower in financing (i) payment
                                         under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up
                                         to the Eligible Amount and (ii) payment to SACE of the Dollar Equivalent of 100% of the
                                         second instalment of the SACE Premium payable on the original Drawdown Date.



 


		(B)	Due to the unprecedented and extraordinary
                                         impacts of the Covid-19 pandemic on the cruise sector and cruise operators, SACE S.p.A.
                                         has informed the cruise operators of its availability to evaluate certain measures (the
                                         "Temporary Measures") applicable  in relation to certain qualifying
                                         loan agreements in order to assist companies which are financially sound but dealing
                                         with the impact of the temporary but unprecedented Covid-19 pandemic; the possibility
                                         to access to such measures is subject, amongst other things, to certain principles dated
                                         15 April 2020 for cruise lines offered by SACE (as further defined below, the "Principles").



 






    	



     


    

 


		(C)	Pursuant to the consent request letter
                                         dated 18 April 2020, the Borrower and the Guarantor notified
                                         the Agent and the SACE Agent of the wish to benefit from the Temporary Measures in relation
                                         to certain loan agreements listed therein, including the Facility Agreement, and requested,
                                         amongst other things, the deferral of repayments of principal under the Facility Agreement
                                         for a period of one year from 1 April 2020 to 31 March 2021 (the "Borrower Request").
                                         



 


		(D)	On 25
                                         May 2020, the Agent (for and on behalf of the Lenders) and SACE provided their
                                         consent to part of the Borrower Request in accordance with and subject to certain conditions
                                         as set out in this supplemental agreement (the "Agreement").



 


		(E)	The Parties have agreed to enter
                                         into this Agreement for the purposes of, inter alia, documenting the required
                                         amendments identified in the Principles.



 


Operative
Provisions


 


		1	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


"2020
Deferral Fee Letters" means any letter between the Agent
and any Obligor which sets out the fees payable in connection with the arrangements contemplated by this Agreement.


 


"2020
Deferral Prepayment Event" means the occurrence of any event entitling the Agent to exercise any rights granted to it
pursuant to Clause 6.5 (Breach of new covenants or the Principles) of this Agreement, including, without limitation, the
ability to cancel any part, or demand the immediate repayment of, the 2020 Deferral Tranche and to terminate the waiver of the
financial covenants granted pursuant to clause 11.15 of the Guarantee as amended by this Agreement.


 


"2020
Deferral Final Repayment Date" means the Repayment Date falling 3 years and six months after the 2020 Deferral Repayment
Starting Point, or, if earlier, the date on which the 2020 Deferral Tranche has been repaid or prepaid in full.


 


"2020
Deferral Repayment Starting Point" means
the date of the first Repayment Date falling after 31 March 2021, namely 27 April 2021. 


 


"2020
Deferral Tranche" means the part of the Loan made or to be made available (or deemed made or to be deemed to be made
available) to the Borrower to finance or refinance (as the case may be) the aggregate of the 2020 Deferred Repayment Instalments
and the related premium payable to SACE (amounting to [*] per cent. ([*]%) of the Total Commitments
as of 1 April 2020) in a principal amount not exceeding forty-five million, eight hundred and twenty eight thousand, nine hundred
and sixty-five Dollars and eighty-four Cents ($45,828,965.84). 


 


"2020
Deferred Repayment Instalments" means the repayment instalments in principal due during the Deferral Period as set out
pursuant to Schedule 3 (Repayment schedule). 


 


"2020
Finance Documents" means this Agreement, each Supplemental Security Document and each 2020 Deferral Fee Letter.


 






    	 	3	 



     


    

 


"Amended
Facility Agreement" means the Facility Agreement as amended and supplemented by this Agreement.


 


"Deferral
Period" means the period from 1 April 2020 to 31 March 2021.


 


"Effective
Date" means the date on which the Agent notifies the Borrower, the other Creditor Parties and SACE as to the satisfaction
of the conditions precedent as provided in Clause 2.1(a).


 


"Facility
Agreement" means the facility agreement dated 18 July 2008 (as amended from time to time, including pursuant to
a supplemental agreement dated 25 October 2010, a side letter dated 29 March 2012, an amendment and restatement agreement dated
31 October 2014 and the Framework Agreement) and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated
Lead Arrangers and (iv) the Agent and the SACE Agent.


 


"Framework
Agreement" means the framework agreement dated 31 January 2018 and entered into between, amongst others, (i) the
Borrower, (ii) the Guarantor, (iii) the Shareholder and Charterer, (iv) the Lenders and (v) DekaBank Deutsche Girozentrale as
new lender (the “New Lender”), pursuant to which Société Générale in its capacity
as Lender sold [*] per cent. ([*]%) of its participation in the Loan to the New Lender.


 


"Information
Package" means the information package in connection with the "Debt Holiday" application in the form
set out in Schedule 4 (Information Package) to this Agreement, submitted, or to be submitted (as the case may be), by the
Borrower (or the Guarantor on its behalf) in order to obtain the benefit of the measures provided for in the Principles for the
purpose of the Facility Agreement (as amended) and certain of the Borrower’s and the Guarantor’s obligations under
the Facility Agreement.


 


"Mortgage
Addendum" means the addendum to the Mortgage in the agreed form.


 


"Obligors"
means the Borrower, the Guarantor, the Charterer and the Shareholder.


 


"Party"
means a party to this Agreement.


 


"Principles"
means the document titled "Cruise Debt Holiday Principles" offered by SACE dated 15 April 2020, which sets out certain
key principles and parameters relating to the qualifying Loan Agreements (as defined therein) and being applicable to SACE-covered
loan agreements such as the Facility Agreement.


 


"SACE"
means SACE S.p.A., an Italian joint stock company (società per azioni) with a sole shareholder, whose registered
office is located at Piazza Poli 37/42, 00187 Rome, Italy and registered with the Companies Registry of Rome under number 05804521002.


 


"Supplemental
Security Document" means each of:


 


		(i)	the Supplemental Tripartite
                                         General Assignment; and



 


		(ii)	the Mortgage Addendum.



 


"Supplemental
Tripartite General Assignment" means a second priority assignment, supplemental to the Tripartite General Assignment,
dated on or about the date of this Agreement and made between the parties to the Tripartite General Assignment.


 






    	 	4	 



     


    

 


"Tripartite
General Assignment" means the tripartite general assignment dated 27 April 2012 and entered into between the Borrower,
the Charterer, the Lenders and the Agent.


 


		1.2	Defined expressions



 


Defined expressions in the
Facility Agreement and, with effect from the Effective Date, the Amended Facility Agreement, shall have the same meanings when
used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.


 


		1.3	Application of construction and interpretation
                                         provisions of Facility Agreement



 


Clause 1.2 (construction
of certain terms) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any
necessary modifications.


 


		1.4	Agreed forms of new, and supplements
                                         to, Finance Documents



 


References in Clause 1.1 (Definitions)
to any new or supplement to a Finance Document being in "agreed form" are to that Finance Document:


 


		(a)	in a form attached to a certificate
                                         dated the same date as this Agreement (and signed by the Borrower and the Agent); or



 


		(b)	in any other form agreed in writing
                                         between the Borrower, the Agent and the Lenders acting with the authorisation of the
                                         Majority Lenders.



 


		1.5	Designation as a Finance Document



 


The Borrower and the Agent
designate this Agreement as a Finance Document.


 


		1.6	Third party rights



 


		(a)	Unless provided to the contrary in
                                         a Finance Document, a person who is not a Party has no right under the Contracts (Rights
                                         of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or
                                         to enjoy the benefit of any term of this Agreement other than SACE, who may enforce or
                                         to enjoy the benefit of and rely on the provisions of this Agreement and the Amended
                                         Facility Agreement subject to the provisions of the Third Parties Act.



 


		(b)	Notwithstanding any term of any Finance
                                         Document, the consent of any person who is not a Party (other than SACE) is not required
                                         to rescind or vary this Agreement at any time.



 


		(c)	For the avoidance of doubt and in
                                         accordance with clause 33.4 (Third party rights) of the Facility Agreement, nothing
                                         in this Clause 1.6 (Third party rights) shall limit or prejudice the exercise
                                         by SACE of its rights under this Agreement or the Finance Documents in the event that
                                         such rights are subrogated or assigned to it pursuant to the terms of the SACE Insurance
                                         Policy.



 


		2	Conditions Precedent and Conditions
                                         Subsequent



 


		2.1	The
                                         Effective Date cannot occur unless:



 


		(a)	the Agent has received (or on the
                                         instructions of all the Lenders, waived receipt of) all of the documents and other evidence
                                         listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory
                                         to the Agent;



 






    	 	5	 



     


    

 


		(b)	save
                                         as disclosed in writing to the Agent and SACE prior to the date of this Agreement, the
                                         representations and warranties contained in Clause 3 (Representations) are true
                                         and correct on, and as of, each such time as if each was made with respect to the facts
                                         and circumstances existing at such time; 



 


		(c)	save
                                         as disclosed in writing to the Agent and SACE prior to the date of this Agreement, no
                                         Event of Default, event or circumstance specified in clause 18 (Events of Default)
                                         which would (with the expiry of a grace period, the giving of notice, the making of any
                                         determination under the Finance Documents or any combination of any of the foregoing)
                                         be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant
                                         to clause 16.3 (Mandatory prepayment) of the Facility Agreement or 2020 Deferral
                                         Prepayment Event shall have occurred and be continuing or would result from the amendment
                                         of the Facility Agreement pursuant to this Agreement; and 



 


		(d)	the Agent is satisfied that the Effective
                                         Date can occur and have not provided any instructions to the contrary informing the Parties
                                         that the Effective Date cannot occur.



 


		2.2	Upon fulfilment or waiver
                                         of the conditions set out in Clause 2.1 above, the Agent shall provide the Borrower and
                                         the Lenders with a copy of the executed certificate in the form set out in Schedule 5
                                         (Form of Effective Date Certificate) confirming that the Effective Date has occurred
                                         and such certificate shall be binding on all Parties.



 


		2.3	Other than to the extent that
                                         the Majority Lenders notify the Agent in writing to the contrary before the Agent provides
                                         the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do
                                         not require) the Agent to execute and provide such certificate. The Agent shall not be
                                         liable for any damages, costs or losses whatsoever as a result of giving any such certificate.



 


		2.4	On the Effective Date, the
                                         Borrower shall ensure that any notice of assignment in respect of Insurances under the
                                         Supplemental Tripartite General Assignment is given to the relevant broker or insurer
                                         and that it obtains a letter of undertaking from each relevant broker that it has endorsed
                                         the notice of assignment on each policy.



 


		3	Representations



 


		3.1	Facility Agreement representations



 


On the date of this Agreement
and on the Effective Date, each Obligor that is a party to the Facility Agreement makes each of the representations and warranties
as set out in clause 12 (representations and warranties) of the Facility Agreement as amended and supplemented by this
Agreement and updated with appropriate modifications to refer to the 2020 Finance Documents and where appropriate, any Supplemental
Security Document.


 


		3.2	Finance Document representations



 


Each Obligor makes the representations
and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and supplemented
by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, any Supplemental
Security Document, by reference to the circumstances then existing on the date of this Agreement.


 






    	 	6	 



     


    

 


		4	Acknowledgment and Acceptance of the
                                         Principles



 


Each
Obligor confirms its acknowledgment to the Principles and full acceptance of all terms, requirements and conditions thereunder.



 


		5	Amendments to Facility Agreement and
                                         other Finance Documents



 


		5.1	Specific amendments to the Facility
                                         Agreement



 


With effect on and from the
Effective Date the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows, so that, inter
alia, the principal amount of the Loan will not be increased (save for the premium to be advanced in accordance with Clause
5.1(e) below) but the repayment terms of, and the interest rate applicable to the relevant part of the Loan will be changed to
reflect the repayment profile and interest terms for the 2020 Deferral Tranche on the basis set out in this Agreement:


 


		(a)	In clause 1.1 (Definitions)
                                         of the Facility Agreement, the following definitions shall be added in alphabetical order:



 


		(i)	"2020 Amendment Agreement"
means the amendment to this Agreement dated 4 June 2020 between, amongst others, the Borrower,
the Agent and the SACE Agent.



 


		(ii)	"2020 Deferral Commitment"
                                         means in relation to any Lender listed in Schedule 1 to the 2020 Amendment Agreement,
                                         the amount in Dollars expressed as a percentage set opposite its name under the heading
                                         "Commitment" and the amount of any other commitment attributable to it (including
                                         the related premium payable to SACE) under this Agreement in respect of the 2020 Deferral
                                         Tranche.



 


		(iii)	"2020 Deferral Effective
                                         Date" has the meaning given to the term Effective Date in the 2020 Amendment
                                         Agreement.



 


		(iv)	"2020 Deferral Fee
                                         Letters" means any letter between the Agent and any Obligor which sets
                                         out the fees payable in connection with the arrangements contemplated by the 2020 Amendment
                                         Agreement.



 


		(v)	"2020 Deferral Final Repayment
                                         Date" means the Repayment Date falling 3 years and six months after the 2020
                                         Deferral Repayment Starting Point, or, if earlier, the date on which the 2020 Deferral
                                         Tranche has been repaid or prepaid in full.



 


		(vi)	"2020 Deferral Prepayment
                                         Event" means the occurrence of any event entitling the Agent to exercise any
                                         rights granted to it pursuant to Clause 6.5 (Breach of new covenants or the Principles)
                                         of the 2020 Amendment Agreement, including, without limitation, the ability to cancel
                                         any part, or demand the immediate repayment of, the 2020 Deferral Tranche and to terminate
                                         the waiver of the financial covenants granted pursuant to clause 11.15 of the Guarantee
                                         as amended by the 2020 Amendment Agreement.



 


		(vii)	"2020
                                         Deferral Repayment
                                         Starting Point" means the date of the first Repayment Date falling after
                                         31 March 2021, namely 27 April 2021. 



 


"2020
Deferral Tranche" means the part of the Loan made or to be made available to the Borrower to finance or refinance (as
the case may be) the aggregate of the 2020 Deferred Repayment Instalments and the related premium payable to SACE (amounting to
[*] per cent. ([*]%) of the Total Commitments as of 1 April 2020) in a principal amount not exceeding
forty-five million, eight hundred and twenty eight thousand, nine hundred and sixty-five Dollars and eighty-four Cents ($45,828,965.84).



 






    	 	7	 



     


    

 


		(viii)	"2020 Deferred Repayment
                                         Instalments" means the repayment instalments due during the Deferral Period
                                         as set out pursuant to Schedule 3 (Repayment schedule).
                                         



 


		(ix)	"Article 55 BRRD"
                                         means Article 55 of Directive 2014/59/EU establishing a framework for the recovery
                                         and resolution of credit institutions and investment firms.



 


		(x)	"Bail-In
                                         Action" means the exercise of any Write-down and Conversion Powers.



 


		(xi)	"Bail-In
                                         Legislation" means:



 


		(i)	in relation to an EEA Member Country
                                         which has implemented, or which at any time implements, Article 55 BRRD, the relevant
                                         implementing law or regulation as described in the EU Bail-In Legislation Schedule from
                                         time to time; and



 


		(ii)	in relation to any state other
                                         than such an EEA Member Country or (to the extent that the United Kingdom is not such
                                         an EEA Member Country) the United Kingdom, any analogous law or regulation from time
                                         to time which requires contractual recognition of any Write-down and Conversion Powers
                                         contained in that law or regulation.



 


		(xii)	"Deferred Costs Percentage"
                                         means 0.72% p.a.



 


		(xiii)	"Deferral Period"
                                         means the period from 1 April 2020 to 31 March 2021.



 


		(xiv)	"Deferral Repayment
                                         Date" has the meaning given to such term in Clause 5.5 (Repayment of 2020
                                         Deferral Tranche).



 


		(xv)	"Deferral Repayment
                                         Instalments" has the meaning given to such term in Clause 5.5 (Repayment
                                         of 2020 Deferral Tranche).



 


		(xvi)	"EEA
                                         Member Country" means any member state of the European Union, Iceland,
                                         Liechtenstein and Norway.



 


		(xvii)	"EU
                                         Bail-In Legislation Schedule" means the document described as such and
                                         published by the Loan Market Association (or any successor person) from time to time.



 


		(xviii)	"Funding
                                         Rate" means any individual rate notified by a Lender to the Agent
                                         pursuant to sub-paragraph (i) of paragraph (e) of Clause 6.10 (Cost of funds).



 


		(xix)	"Interpolated
                                         Screen Rate" means, in relation to the Loan or any part of the Loan,
                                         the rate which results from interpolating on a linear basis between:



 


		(i)	the applicable Screen Rate for
                                         the longest period (for which that Screen Rate is available) which is less than the Interest
                                         Period of the Loan or that part of the Loan; and



 






    	 	8	 



     


    

 


		(ii)	the applicable Screen Rate for
                                         the shortest period (for which that Screen Rate is available) which exceeds the Interest
                                         Period of the Loan or that part of the Loan,



 


each as
of the Specified Time for Dollars.


 


		(xx)	"Principles"
                                         means the document titled "Cruise Debt Holiday Principles" offered by SACE
                                         dated 15 April 2020, which sets out certain key principles and parameters relating to
                                         the qualifying Loan Agreements (as defined therein) and being applicable to SACE-covered
                                         loan agreements such as this Agreement.



 


		(xxi)	"Reference
                                         Bank Rate" means the arithmetic mean of the rates (rounded upwards to
                                         four decimal places) as supplied to the Agent at its request by the Reference Banks:



 


		(i)	if:



 


		(A)	the Reference Bank is a contributor
                                         to the Screen Rate; and



 


		(B)	it consists of a single figure,



 


as the rate
(applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked
to submit to the relevant administrator; or


 


		(ii)	in any other case, as the rate
                                         at which the relevant Reference Bank could fund itself in Dollars for the relevant period
                                         with reference to the unsecured wholesale funding market.



 


		(xxii)	"Reference
                                         Bank Quotation" means any quotation supplied to the Agent by a Reference
                                         Bank.



 


		(xxiii)	"Reference
                                         Banks" means such entities as may be
                                         appointed by the Agent in consultation with the Borrower. 



 


		(xxiv)	"Relevant
                                         Interbank Market" means the London interbank market.



 


		(xxv)	"Relevant Nominating
                                         Body" means any applicable central bank, regulator or other supervisory authority
                                         or a group of them, or any working group or committee sponsored or chaired by, or constituted
                                         at the request of, any of them or the Financial Stability Board.



 


		(xxvi)	"Replacement Benchmark"
                                         means a benchmark rate which is:



 


		(i)	formally designated, nominated
                                         or recommended as the replacement for a Screen Rate by:



 


		(A)	the administrator of that Screen
                                         Rate (provided that the market or economic reality that such benchmark rate measures
                                         is the same as that measured by that Screen Rate); or



 






    	 	9	 



     


    

 


		(B)	any Relevant Nominating Body,



 


and if replacements
have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark"
will be the replacement under paragraph (B) above;


 


		(ii)	in the opinion of the Majority
                                         Lenders and the Borrower, generally accepted in the international or any relevant domestic
                                         syndicated loan markets as the appropriate successor to a Screen Rate; or



 


		(iii)	in the opinion of the Majority
                                         Lenders and the Borrower, an appropriate successor to a Screen Rate.



 


		(xxvii)	"Resolution
                                         Authority" means any body which has authority to exercise any Write-down
                                         and Conversion Powers.



 


		(xxviii)	"Screen
                                         Rate" means the London interbank offered rate administered by ICE Benchmark
                                         Administration Limited (or any other person which takes over the administration of that
                                         rate) for Dollars for the relevant period displayed (before any correction, recalculation
                                         or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen
                                         (or any replacement Thomson Reuters page which displays that rate) or on the appropriate
                                         page of such other information service which publishes that rate from time to time in
                                         place of Thomson Reuters. If such page or service ceases to be available, the Agent may
                                         specify another page or service displaying the relevant rate after consultation with
                                         the Borrower.



 


		(xxix)	"Screen
                                         Rate Contingency Period" means fifteen (15) Business Days.



 


		(xxx)	"Screen
                                         Rate Replacement Event" means, in relation to a Screen Rate:



 


		(i)	the methodology, formula or other
                                         means of determining that Screen Rate has, in the opinion of the Majority Lenders and
                                         the Borrower materially changed;



 


		(ii)	



 


		(A)	



 


		(1)	the administrator of that Screen
                                         Rate or its supervisor publicly announces that such administrator is insolvent; or



 


		(2)	information is published in any order,
                                         decree, notice, petition or filing, however described, or filed with a court, tribunal,
                                         exchange, regulatory authority or similar administrative, regulatory or judicial body
                                         which reasonably confirms that the administrator of that Screen Rate is insolvent,



 


provided
that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;


 


		(B)	the administrator of that Screen
                                         Rate publicly announces that it has ceased or will cease, to provide that Screen Rate
                                         permanently or indefinitely and, at that time, there is no successor administrator to
                                         continue to provide that Screen Rate;



 






    	 	10	 



     


    

 


		(C)	the supervisor of the administrator
                                         of that Screen Rate publicly announces that such Screen Rate has been or will be permanently
                                         or indefinitely discontinued; or



 


		(D)	the administrator of that Screen
                                         Rate or its supervisor announces that that Screen Rate may no longer be used; or



 


		(iii)	the administrator of that Screen
                                         Rate determines that that Screen Rate should be calculated in accordance with its reduced
                                         submissions or other contingency or fallback policies or arrangements and either:



 


		(A)	the circumstance(s) or event(s)
                                         leading to such determination are not (in the opinion of the Majority Lenders and the
                                         Borrower) temporary; or



 


		(B)	that Screen Rate is calculated
                                         in accordance with any such policy or arrangement for a period no less than the Screen
                                         Rate Contingency Period; or



 


		(iv)	in the opinion of the Majority
                                         Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the
                                         purposes of calculating interest under this Agreement.



 


		(xxxi)	"Specified
                                         Time" means a day or time determined in accordance with the following:



 


		(i)	if LIBOR is fixed, the Quotation
                                         Day as of 11:00 am London time; and



 


		(ii)	in relation to a Reference Bank
                                         Rate calculated by reference to the available quotations in accordance with Clause 6.8
                                         (Calculation of Reference Bank Rate), noon on the Quotation Day.



 


		(xxxii)	"Supplemental Security
                                         Document" means each of:



 


		(i)	the Supplemental Tripartite General
                                         Assignment; and



 


		(ii)	the Mortgage Addendum.



 


		(xxxiii)	"Supplemental
                                         Tripartite General Assignment" means a second priority assignment, supplemental
                                         to the Tripartite General Assignment, dated on or about the date of the 2020 Amendment
                                         Agreement and made between the Borrower, the Charterer the Lenders and the Agent.



 


		(xxxiv)	"Tripartite
                                         General Assignment" means the tripartite general assignment dated 27
                                         April 2012 and entered into between the Borrower, the Charterer, the Lenders and the
                                         Agent.



 


		(xxxv)	"UK Bail-In Legislation"
                                         means (to the extent that the United Kingdom is not an EEA Member Country which has implemented,
                                         or implements, Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any
                                         other law or regulation applicable in the United Kingdom relating to the resolution of
                                         unsound or failing banks, investment firms or other financial institutes or their affiliates
                                         (otherwise than through liquidation, administration or other insolvency proceedings).



 






    	 	11	 



     


    

 


		(xxxvi)	"Write-down
                                         and Conversion Powers" means:



 


		(i)	in relation to any Bail-In Legislation
                                         described in the EU Bail-In Legislation Schedule from time to time, the powers described
                                         as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;



 


		(ii)	in relation to any other applicable
                                         Bail-In Legislation:



 


		(A)	any powers under that Bail-In
                                         Legislation to cancel, transfer or dilute shares issued by a person that is a bank or
                                         investment firm or other financial institution or affiliate of a bank, investment firm
                                         or other financial institution, to cancel, reduce, modify or change the form of a liability
                                         of such a person or any contract or instrument under which that liability arises, to
                                         convert all or part of that liability into shares, securities or obligations of that
                                         person or any other person, to provide that any such contract or instrument is to have
                                         effect as if a right had been exercised under it or to suspend any obligation in respect
                                         of that liability or any of the powers under that Bail-In Legislation that are related
                                         to or ancillary to any of those powers; and



 


		(B)	any similar or analogous powers
                                         under that Bail-In Legislation; and



 


		(iii)	in relation to any UK Bail-In
                                         Legislation:



 


		(A)	any powers under that UK Bail-In
                                         Legislation to cancel, transfer or dilute shares issued by a person that is a bank or
                                         investment firm or other financial institution or affiliate of a bank, investment firm
                                         or other financial institution, to cancel, reduce, modify or change the form of a liability
                                         of such a person or any contract or instrument under which that liability arises, to
                                         convert all or part of that liability into shares, securities or obligations of that
                                         person or any other person, to provide that any such contract or instrument is to have
                                         effect as if a right had been exercised under it or to suspend any obligation in respect
                                         of that liability or any of the powers under that UK Bail-In Legislation that are related
                                         to or ancillary to any of those powers; and



 


		(B)	any similar or analogous powers
                                         under that UK Bail-In Legislation.



 


		(b)	In clause 1.1 (Definitions)
                                         of the Facility Agreement, the following definitions shall be amended as follows:



 


		(i)	the definition of "Commitment"
                                         shall be amended by adding the following wording after the wording "set opposite
                                         its name in Schedule 1":



 


"(including,
in relation to a Lender, its 2020 Deferral Commitment)";


 


		(ii)	the definition of "Finance
                                         Documents" shall be amended by adding the 2020 Amendment Agreement, the 2020 Deferral
                                         Fee Letters and the Supplemental Security Documents as Finance Documents;



 


		(iii)	the definition of "General
                                         Assignment" shall be deleted and replaced as follows:



 






    	 	12	 



     


    

 


“"General
Assignment" means the Tripartite General Assignment, as supplemented by the Supplemental Tripartite General Assignment.”


 


		(iv)	the definition of "LIBOR"
                                         shall be deleted and replaced as follows:



 


"LIBOR"
means, in relation to the Loan or any part of the Loan:


 


(A) the
applicable Screen Rate as of the Specified Time for Dollars and for a period equal in length to the Interest Period of the Loan
or that part of the Loan; or


 


(B) as otherwise
determined pursuant to Clause 6.7 (Unavailability of Screen Rate).


 


and if,
in either case, that rate is less than zero, LIBOR shall be deemed to be zero;"


 


		(v)	the definition of "Loan"
                                         shall be deleted and replaced as follows:



 


""Loan"
means the loan made or to be made under this Agreement (including under the 2020 Deferral Tranche) or the principal amount outstanding
for the time being of that loan ";


 


		(vi)	the definition of "Maximum
                                         Loan Amount" shall be deleted and replaced as follows:



 


"Maximum
Loan Amount" means the aggregate of (a) the Dollar Equivalent of Euro 334,590,328.80; and (b) 100% of the second instalment
of the SACE Premium payable on the original Drawdown Date, with (X) the Loan currently outstanding on the 2020 Deferral Effective
Date being equal to $179,661,276.87 and (Y) an amount equal to $45,828,965.84 (under the 2020
Deferral Tranche) being available for utilisation, 


 


(and which
for this purpose includes the aggregate amount of the 2020 Deferral Tranche (including the related premium payable to SACE to
be financed thereunder)) to be made (or deemed to be made) available as provided for in this Agreement";


 


		(vii)	the definition of "Overnight
                                         LIBOR" shall be deleted and replaced as follows:



 


"Overnight
LIBOR" means, in relation to the Loan or any part of
the Loan:


 


		(A)	on any date, the applicable day
                                         to day Screen Rate as of the Specified Time for Dollars; or



 


		(B)	as otherwise determined pursuant
                                         to Clause 6.7 (Unavailability of Screen Rate),



 


and if,
in either case, that rate is less than zero, Overnight LIBOR shall be deemed to be zero; and


 


		(viii)	the definition of "Quotation
                                         Date" shall be deleted and replaced as follows:



 


“"Quotation
Day" means in relation to any period for which an interest rate is to be determined, two Business Days before
the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will
be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally
be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days)”,


 






    	 	13	 



     


    

 


and all references
to "Quotation Date" shall be replaced with references to "Quotation Day".


 


		(c)	Clause 3.1 (General) shall
                                         be amended by inserting a new final sentence as follows:



 


"This
Clause 3 (Conditions Precedent) shall not apply to the 2020 Deferral Tranche, save for Clause 3.10."


 


		(d)	A new clause 3.10 shall be inserted
                                         as follows:



 


"The
relevant part of the 2020 Deferral Tranche shall only be advanced if the Agent shall have received (a) no later than five (5)
Business Days before the date of the relevant advance (and only if required under Clause 4.9 hereunder), a Drawdown Notice from
the Borrower, signed by a duly authorised signatory of the Borrower, specifying the amount of the 2020 Deferral Tranche to be
drawn down, and (b) on the relevant date of the relevant advance or deemed advance (as applicable):


 


		(i)	save
                                         as disclosed in writing to the Agent and SACE prior to the date of the 2020 Amendment
                                         Agreement, no Event of Default is continuing or would result from such advance
                                         or deemed advance (as applicable) and no 2020 Deferral Prepayment Event or event
                                         or circumstance specified in clause 18 (Events of Default) which would (with the
                                         expiry of a grace period, the giving of notice, the making of any determination under
                                         the Finance Documents or any combination of any of the foregoing) be an Event of Default
                                         has occurred; and 



 


		(ii)	save
                                         as disclosed in writing to the Agent and SACE prior to the date of the 2020 Amendment
                                         Agreement, each of the repeating representations set out in Clause 12 (Representations
                                         and warranties) are true as at such date by reference to the facts and circumstances
                                         existing at such date."



 


		(e)	The drawdown mechanics of the Facility
                                         Agreement shall be amended to allow for drawdown of the 2020 Deferral Tranche as follows:



 


		(i)	The following new clause 4.9
                                         shall be added:



 


“4.9
2020 Deferral Tranche. Pursuant to the 2020 Amendment Agreement, the Lenders have agreed (but without increasing the Maximum
Loan Amount and the Total Commitments of each Lender save for the related premium to be advanced in accordance with paragraph
(C) below) to make available to the Borrower the 2020 Deferral Tranche as follows:


 


		(A)	on each Repayment Date during
                                         the Deferral Period, a portion of the 2020 Deferral Tranche in an amount equal to the
                                         relevant 2020 Deferred Repayment Instalment due on such Repayment Date shall be automatically
                                         drawn by the Borrower and applied towards repayment of the relevant 2020 Deferred Repayment
                                         Instalment due on such date. Each such advance under the 2020 Deferral Tranche shall
                                         be automatic and notional only, and effected by means of a book entry to finance the
                                         2020 Deferred Instalments then due;



 






    	 	14	 



     


    

 


		(B)	if a 2020 Deferred Repayment
                                         Instalment has fallen due and been paid during the Deferral Period and prior to the 2020
                                         Deferral Effective Date (the “Paid Amount”), on the date falling five
                                         (5) Business Days after the Effective Date (as such term is described in the 2020 Amendment
                                         Agreement), an amount equal to the Paid Amount shall be reimbursed to the Borrower to
                                         the account notified by the Borrower to the Agent on or prior to the Effective Date in
                                         accordance with the relevant Drawdown Notice; and



 


		(C)	together with the first advance
                                         under this Clause 4.9 (2020 Deferral Tranche), a portion of the 2020 Deferral
                                         Tranche in an amount equal to the amount to be paid to SACE in respect of the premium
                                         payable to SACE due on the first advance under the 2020 Deferral Tranche shall be drawn
                                         by the Borrower and paid to SACE as specified in the relevant Drawdown Notice.



 


Accordingly,
the other provisions of this Clause 4 shall not apply to the advance of the 2020 Deferral Tranche
and each advance of the 2020 Deferral Tranche under this Clause 4.9 (2020 Deferral Tranche) (A) shall be deemed to satisfy
the Borrower’s obligations under Clause 5 (Repayment) in respect of the corresponding 2020 Deferred Repayment Instalment.”,



 


and clause
2.3 (Purpose of Loan) and clause 4.4 (Availability) of the Facility Agreement shall be deemed amended and supplemented
accordingly by this Agreement.


 


		(f)	The repayment provisions of the Facility
                                         Agreement shall be amended to provide for the repayment of the 2020 Deferral Tranche
                                         as follows:



 


		(i)	In Clause 5.1, the words “Subject
                                         to Clause 5.5 (Repayment of 2020 Deferral Tranche),” shall be added before
                                         “The Borrower”;



 


		(ii)	In Clause 5.2, the words “Subject
                                         to Clause 5.5 (Repayment of 2020 Deferral Tranche),” shall be added before
                                         “The first instalment”;



 


		(iii)	In Clause 5.3, the words
                                         “Subject to Clause 5.5 (Repayment of 2020 Deferral Tranche),” shall
                                         be added before “Each of the”;



 


		(iv)	In Clause 5.4, the words “Subject
                                         to Clause 5.5 (Repayment of 2020 Deferral Tranche),” shall be added before
                                         “On the final Repayment Date”;



 


		(v)	A new paragraph 5.5 to the
                                         Facility Agreement shall be added as follows:



 


“5.5
Repayment of 2020 Deferral Tranche. Subject to Clause 4.9 (2020 Deferral Tranche), the 2020 Deferral Tranche shall
be repaid in eight semi-annual instalments beginning on the 2020 Deferral Repayment Starting Point and until the 2020 Deferral
Final Repayment Date as set out below. Each such instalment shall be a “Deferral Repayment Instalment” and
each date on which a Deferral Repayment Instalment is payable shall be a “Deferral Repayment Date”.”


 






    	 	15	 



     


    

 


		(g)	The voluntary prepayment provisions
                                         of the Facility Agreement shall be amended by adding to the end of clause 16.2 (Voluntary
                                         prepayment) the following paragraph:



 


“Any
voluntary prepayment shall be made in accordance with the provisions of this Clause 16.2 and applied against the outstanding repayment
instalments in the inverse order of their maturity, save that where there is an amount of the 2020 Deferral Tranche outstanding,
any such prepayment shall first be applied against such 2020 Deferral Tranche in the inverse order of maturity.”


 


		(h)	The interest provisions of the Facility
                                         Agreement shall be amended:



 


		(i)	to confirm that interest will
                                         accrue on the relevant part of the 2020 Deferral Tranche at a floating rate, clause 6
                                         (Interest) shall be amended by adding a new clause 6.3 as follows:



 


“6.3
Interest in respect of 2020 Deferral Tranche. The rate of interest for each Interest Period in respect of the 2020 Deferral
Tranche shall be the Floating Interest Rate.”; and


 


		(ii)	to reflect the increased costs
                                         of the Lenders in connection with the deferral arrangements contemplated by this Agreement
                                         and the 2020 Amendment Agreement, clause 6 (Interest) shall be amended by adding
                                         a new clause 6.4 as follows:



 


“6.4
Deferred Costs. Independently to any other obligation to pay costs, expenses or interest under or in connection with this
Agreement, the Borrower shall, as a separate obligation, also pay to the Agent (for distribution to each Lender) deferred costs
in respect of any drawn portion of the 2020 Deferral Tranche at the Deferred Costs Percentage for each Interest Period during
which any part of the 2020 Deferral Tranche remains outstanding. Whilst not an interest liability, such deferred costs shall be
charged from and including the first day of the applicable Interest Period in which an amount of the 2020 Deferral Tranche is
outstanding to (but not including) the last day of such Interest Period, and will be payable semi-annually in arrears on each
interest payment date. Any deferred costs payable in accordance with this Clause 6.4 (Deferred Costs) shall be calculated
on the basis of the actual number of days elapsed over a year comprised of 360 days. Any non-payment of such deferred costs shall
be an Event of Default in accordance with Clause 18.2 (Non-payment).”,


 


and, for
the avoidance of doubt, interest due during the Deferral Period and as contemplated in the Facility Agreement will continue to
be paid and the remaining clauses will be renumbered and all relevant cross references will be updated accordingly.


 


		(i)	Clauses 6.5 (Market disruption)
                                         to clause 6.10 (Alternative rate of interest in absence of agreement) inclusive
                                         of the Facility Agreement shall be deleted and replaced by the following provisions:



 


“6.7
Unavailability of Screen Rate 


 


		(a)	Interpolated Screen Rate:
                                         If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part
                                         of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period
                                         equal in length to the Interest Period of the Loan or that part of the Loan.



 


		(b)	Reference Bank Rate:
                                         If no Screen Rate is available for LIBOR for:



 


		(i)	Dollars;



 






    	 	16	 



     


    

 



 


		(ii)	the Interest Period of the Loan
                                         or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,



 


		(iii)	the applicable LIBOR shall be
                                         the Reference Bank Rate as of the Specified Time and for a period equal in length to
                                         the Interest Period of the Loan or that part of the Loan.



 


		(c)	Cost of funds: If paragraph
                                         (b) above applies but no Reference Bank Rate is available for Dollars or the relevant
                                         Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable)
                                         and Clause 6.10 (Cost of funds) shall apply to
                                         the Loan or that part of the Loan for that Interest Period. 



 


6.8 Calculation
of Reference Bank Rate 


 


		(a)	Subject to paragraph (b) below,
                                         if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank
                                         does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated
                                         on the basis of the quotations of the remaining Reference Banks.



 


		(b)	If at or about noon on the
                                         Quotation Day none or only one of the Reference Banks supplies a quotation, there shall
                                         be no Reference Bank Rate for the relevant Interest Period.



 


6.9 Market
Disruption 


 


If before
close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notification from a Lender
or Lenders (whose participations in the Loan or the relevant part of the Loan in aggregate exceed 50 per cent. of the Loan or
the relevant part of the Loan as appropriate) that the cost to it or each of them of funding its participation in the Loan or
that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 6.10 (Cost of funds)
shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.


 


6.10
Cost of funds 


 


		(a)	If this Clause 6.10 (Cost
                                         of funds) applies, the rate of interest on the Loan or the relevant part of the Loan
                                         for the relevant Interest Period shall be the percentage rate per annum which is the
                                         sum of:



 


		(i)	the Margin; and



 


		(ii)	the weighted average of the rates
                                         notified to the Agent by each Lender as soon as practicable and in any event before interest
                                         is due to be paid in respect of that Interest Period to be that which expresses as a
                                         percentage rate per annum the cost to the relevant Lender of funding its participation
                                         in the Loan or that part of the Loan from whatever source it may reasonably select.



 


		(b)	If this Clause 6.10 (Cost
                                         of funds) applies and the Agent or the Borrower so requires, the Agent and the Borrower
                                         shall enter into negotiations (for a period of not more than 30 days) with a view to
                                         agreeing a substitute basis for determining the rate of interest or (as the case may
                                         be) an alternative basis for funding.



 






    17


     


    

 


		(c)	Subject to Clause 6.11
                                         (Replacement of Screen Rate), any substitute or alternative basis agreed pursuant
                                         to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower,
                                         be binding on all Parties. 



 


		(d)	If paragraph (e) below does
                                         not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a)
                                         above is less than zero, the relevant rate shall be deemed to be zero.



 


		(e)	If this Clause 6.10 (Cost
                                         of funds) applies pursuant to Clause ‎6.9 (Market disruption) and:



 


		(i)	a Lender's Funding Rate is less
                                         than LIBOR; or



 


		(ii)	a Lender does not supply a quotation
                                         by the time specified in sub-paragraph ‎(ii) of paragraph (a) above,



 


the cost
to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed,
for the purposes of paragraph (a) above, to be LIBOR.


 


		(f)	If this Clause 6.10 (Cost
                                         of funds) applies but any Lender does not supply a quotation by the time specified
                                         in sub-paragraph (ii) of paragraph (a) above, the rate of interest shall be calculated
                                         on the basis of the quotations of the remaining Lenders.



 


6.11
Replacement of Screen Rate 


 


If a Screen
Rate Replacement Event has occurred in relation to the Screen Rate for Dollars, any amendment or waiver which relates to:


 


		(i)	providing for the use of a Replacement
                                         Benchmark; and



 


		(ii)	



 


		(A)	aligning any provision of any
                                         Finance Document to the use of that Replacement Benchmark;



 


		(B)	enabling that Replacement Benchmark
                                         to be used for the calculation of interest under this Agreement (including, without limitation,
                                         any consequential changes required to enable that Replacement Benchmark to be used for
                                         the purposes of this Agreement);



 


		(C)	implementing market conventions
                                         applicable to that Replacement Benchmark;



 


		(D)	providing for appropriate fallback
                                         (and market disruption) provisions for that Replacement Benchmark; or



 


		(E)	adjusting the pricing to reduce
                                         or eliminate, to the extent reasonably practicable, any transfer of economic value from
                                         one Party to another as a result of the application of that Replacement Benchmark (and
                                         if any adjustment or method for calculating any adjustment has been formally designated,
                                         nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined
                                         on the basis of that designation, nomination or recommendation),



 






    18


     


    

 


may be made
with the consent of the Agent (acting on the instructions of the Majority Lenders), SACE and SIMEST (if applicable) and the Borrower,


 


and the
remaining clauses will be renumbered and all relevant cross references will be updated accordingly.


 


		(j)	The interest period mechanics of
                                         the Facility Agreement shall be updated to reflect the existence of the 2020 Deferral
                                         Tranche as follows:



 


		(i)	in clause 7.1 (Floating
                                         interest rate), adding the words ‘or, in the case of the 2020 Deferral Tranche’
                                         after the words ‘pursuant to Clause 3.5(b);



 


		(ii)	adding a new clause 7.4 as
                                         follows:



 


“(c)
The first Interest Period in relation to each advance or deemed advance (as applicable) under the 2020 Deferral Tranche shall
start on the date of such advance or deemed advance (as applicable) and end on the last day of the current Interest Period in
respect of the Loan, following which all Interest Periods will be consolidated.”.


 


		(k)	The provisions of clause 10.1(b)
                                         shall be amended by adding a new clause 10.1(b)bis as follows: 



 


“10.1(b)bis
With effect from the date of the 2020 Amendment Agreement, the Borrower shall pay to the Agent (for the account of the Lenders
for application pro rata to their Commitments) a commitment fee in the amount of [*] per
cent. ([*]%) per annum on the daily undrawn 2020 Deferral Commitment. The commitment fee shall be payable in arrears on the date
of each advance or deemed advance, as applicable, of the 2020 Deferral Tranche in accordance with Clause 4.9 or, if cancelled,
on the date of cancellation of the 2020 Deferral Tranche.” 


 


		(l)	Clause 13.2 (Information)
                                         shall be amended by deleting sub-clause (b) and replacing it with the following wording:



 


“(b)
as soon as practicable (and in any event within forty-five (45) days of the end of the contemplated quarter for the first three
quarters in any fiscal year and within 90 days for the final quarter) a copy of the unaudited consolidated quarterly management
accounts of the Guarantor (it being understood that the delivery by the Guarantor of quarterly or annual reports as filed with
the Securities and Exchange Commission in respect of the Guarantor and its consolidated subsidiaries shall satisfy all the requirements
of this paragraph (b))”.


 


		(m)	Clause 18.4 (Breach of other obligations)
                                         shall be amended by adding a new sub-clause (c) as follows:



 


“(c)
any breach of any financial covenant contained in Clause 11.15 of the Guarantee arising on a testing
date during the Deferral Period shall not, subject to no (i) Event of Default under Clauses 18.7 (Winding-up) to Clause
18.13 (Cessation of business) (inclusive) having occurred and being continuing or (ii) 2020 Deferral Prepayment Event having
occurred, constitute an Event of Default.” 


 


		(n)	A cross-default occurring solely
                                         due to a breach of financial covenants in respect of the Guarantee and applying to the
                                         Group in another SACE-backed loan agreement to which the Principles apply shall not,
                                         subject to the terms of the Amended Facility Agreement, result in an Event of Default
                                         and, accordingly, a new clause 18.6(e) shall be added as follows:



 






    19


     


    

 


“(e)
No Event of Default will occur, or be deemed to have occurred, under this Clause 18.6 (Cross default) if such Event of
Default occurs during the Deferral Period (but without prejudice to the rights of the Lenders in respect of any further breach
that may occur following the expiry of the Deferral Period) and is caused solely as a result of a breach of financial covenants
in respect of the Group equivalent to those set out in clause 11.15 of the Guarantee, under, or in relation to, any other SACE-backed
facility agreement to which a Guarantor is a Party or has executed a Guarantee and to which the Principles apply, unless at the
time of such Event of Default, an event resulting in mandatory prepayment of the Loan pursuant to Clause 16.3 (Mandatory prepayment)
or a 2020 Deferral Payment Event has occurred.”


 


		(o)	Clause 19.1
                                         (Receipts) shall be amended by deleting sub-clause (a) and replacing it with the
                                         following wording: 



 


“(a)in
priority, to payments of any kind due or in arrears in the order of their due payment dates and first, to fees, charges and expenses,
second, to interest payable pursuant to Clause 17 (Interest on late payments), third, to interest payable pursuant to Clause
6 (Interest) and to any deferred costs payable pursuant to Clause 6.4 (Deferred costs), fourth, to the principal
of the Loan payable pursuant to Clause 5 (Repayment), fifth, to any other sums due under this Agreement or any other Finance
Document and, if relevant, pro rata to each of the Lenders and sixth, to any sums due pursuant to Clause 20.2 (Breakage Costs);
or”.


 


		(p)	A new clause 33.7 (Bail-In)
                                         shall be added as follows:



 


33.7
Bail-In. Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between
the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under
or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges
and accepts to be bound by the effect of:


 


		(i)	any Bail-In Action in relation
                                         to any such liability, including (without limitation):



 


		(A)	a reduction, in full or in part,
                                         in the principal amount, or outstanding amount due (including any accrued but unpaid
                                         interest) in respect of any such liability;



 


		(B)	a conversion of all, or part
                                         of, any such liability into shares or other instruments of ownership that may be issued
                                         to, or conferred on, it; and



 


		(C)	a cancellation of any such liability;
                                         and



 


		(ii)	a variation of any term of
                                         any Finance Document to the extent necessary to give effect to any Bail-In Action in
                                         relation to any such liability,



 


and the
remaining clauses will be renumbered and all relevant cross references will be updated accordingly.


 


		(q)	A new clause 34 (Confidentiality
                                         of funding rates and reference bank quotations) shall be added as follows:






 






    20


     


    

 


34 Confidentiality
of funding rates and reference bank quotations. 


 


34.1
Confidentiality and disclosure 


 


		(a)	The Agent and each Obligor
                                         agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation)
                                         confidential and not to disclose it to anyone, save to the extent permitted by paragraphs
                                         (b), (c) and (d) below.



 


		(b)	The Agent may disclose:



 


		(i)	any Funding Rate (but not, for
                                         the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause
                                         6.6 (Notification of Interest Periods and Floating Interest Rate);



 


		(ii)	any Funding Rate or any Reference
                                         Bank Quotation to any person appointed by it to provide administration services in respect
                                         of one or more of the Finance Documents to the extent necessary to enable such service
                                         provider to provide those services if the service provider to whom that information is
                                         to be given has entered into a confidentiality agreement substantially in the form of
                                         the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service
                                         Providers or such other form of confidentiality undertaking agreed between the Agent
                                         and the relevant Lender or Reference Bank, as the case may be.



 


		(c)	The Agent may disclose any
                                         Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding
                                         Rate, to:



 


		(i)	any of its Affiliates and any of
                                         its or their officers, directors, employees, professional advisers, auditors, partners
                                         and representatives, if any person to whom that Funding Rate or Reference Bank Quotation
                                         is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential
                                         nature and that it may be price sensitive information except that there shall be no such
                                         requirement to so inform if the recipient is subject to professional obligations to maintain
                                         the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise
                                         bound by requirements of confidentiality in relation to it;



 


		(ii)	any person to whom information is
                                         required or requested to be disclosed by any court of competent jurisdiction or any governmental,
                                         banking, taxation or other regulatory authority or similar body, the rules of any relevant
                                         stock exchange or pursuant to any applicable law or regulation if the person to whom
                                         that Funding Rate or Reference Bank Quotation is to be given is informed in writing of
                                         its confidential nature and that it may be price sensitive information except that there
                                         shall be no requirement to so inform if, in the opinion of the Agent or the relevant
                                         Obligor, as the case may be, it is not practicable to do so in the circumstances;



 


		(iii)	any person to whom information
                                         is required to be disclosed in connection with, and for the purposes of, any litigation,
                                         arbitration, administrative or other investigations, proceedings or disputes if the person
                                         to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing
                                         of its confidential nature and that it may be price sensitive information except that
                                         there shall be no requirement to so inform if, in the opinion of the Agent or the relevant
                                         Obligor, as the case may be, it is not practicable to do so in the circumstances; and



 






    21


     


    

 


		(iv)	any person with the consent
                                         of the relevant Lender or Reference Bank, as the case may be.



 


		(d)	The Agent’s obligations
                                         in this Clause 34 (Confidentiality of Funding Rates and Reference Bank Quotations)
                                         relating to Reference Bank Quotations are without prejudice to its obligations to make
                                         notifications under Clause 6.6 (Notification of Interest Periods and Floating Interest
                                         Rate) provided that (other than pursuant to sub-paragraph (i) of paragraph
                                         (b) above) the Agent shall not include the details of any individual Reference Bank Quotation
                                         as part of any such notification.



 


34.2
Related obligations 


 


		(a)	The Agent and each Obligor
                                         acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank
                                         Quotation) is or may be price sensitive information and that its use may be regulated
                                         or prohibited by applicable legislation including securities law relating to insider
                                         dealing and market abuse and the Agent and each Obligor undertake not to use any Funding
                                         Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.



 


		(b)	The Agent and each Obligor
                                         agree (to the extent permitted by law and regulation) to inform the relevant Lender or
                                         Reference Bank, as the case may be:



 


		(i)	of the circumstances of any disclosure
                                         made pursuant to sub-paragraph (ii) of (c) of Clause 34.1 (Confidentiality and disclosure)
                                         except where such disclosure is made to any of the persons referred to in that paragraph
                                         during the ordinary course of its supervisory or regulatory function; and



 


		(ii)	upon becoming aware that any
                                         information has been disclosed in breach of this Clause 34 (Confidentiality of Funding
                                         Rates and Reference Bank Quotations).



 


34.3
No Event of Default 


 


No Event
of Default will occur under Clause 18.4 (Breach of other obligations) by reason only of an Obligor’s failure to comply
with this Clause 34 (Confidentiality of Funding Rates and Reference Bank Quotations).


 


and the
remaining clauses will be renumbered and all relevant cross references will be updated accordingly.


 


		5.2	Specific Amendments to Guarantee



 


With effect
on and from the Effective Date, Clause 11.3 (Provision of financial statements) of the Guarantee shall be, and shall be
deemed by this Agreement to be amended as follows:


 


		(a)	deleting sub-clause (d) and replacing
                                         it with the following wording:



 


“(d)  as
soon as practicable (and in any event within forty-five (45) days of the end of the contemplated quarter in respect of the first
three quarters of each fiscal year and 90 days in respect of the final quarter) a copy of the unaudited consolidated quarterly
management accounts of the Guarantor certified as to their correctness by the chief financial officer of the Guarantor (it being
understood that the delivery by the Guarantor of quarterly or annual reports as filed with the Securities and Exchange Commission
in respect of the Guarantor and its consolidated subsidiaries shall satisfy all the requirements of this paragraph (d))”;


 






    22


     


    

 


		(b)	deleting sub-clause (g)(i); and



 


		(c)	deleting sub-clause (g)(ii)(x),



 


and, for
the avoidance of doubt, subject to the provisions of Clause 5.5 (Borrower and Creditor Parties’ Confirmations and Waivers)
and Clause 6.5 (Breach of new covenants or the Principles), the financial covenants will continue to be tested and the
reporting obligations shall continue to apply in accordance with clause 11.3 (Provision of financial statements) of the
Guarantee (as amended and supplemented by this Agreement) in respect of the Deferral Period.


 


		5.3	Guarantor confirmation



 


On the Effective Date the
Guarantor confirms that:


 


		(a)	its Guarantee extends to the obligations
                                         of the Borrower under the Finance Documents as amended and supplemented by this Agreement;



 


		(b)	the obligations of the relevant Obligors
                                         under the Finance Documents as amended and supplemented by this Agreement are included
                                         in the Secured Liabilities (as defined in the Facility Agreement); and



 


		(c)	the Guarantee continues to have full
                                         force and effect in accordance with its terms as so extended.



 


		5.4	Security confirmation



 


Without prejudice to the provisions
of any Supplemental Security Document, on the Effective Date, each Obligor confirms that:


 


		(a)	any Security Interest created by
                                         it under the Finance Documents extends to the obligations of the relevant Obligors under
                                         the Finance Documents as amended and supplemented by this Agreement;



 


		(b)	the obligations of the relevant Obligors
                                         under the Finance Documents as amended and supplemented by this Agreement are included
                                         in the Secured Liabilities (as defined in the Finance Documents to which it is a party);



 


		(c)	the Security Interests created under
                                         the Finance Documents continue in full force and effect on the terms of the respective
                                         Finance Documents; and



 


		(d)	to the extent that this confirmation
                                         creates a new Security Interest, such Security Interest shall be on the terms of the
                                         Finance Documents in respect of which this confirmation is given.



 


		5.5	Borrower and Creditor Parties’
                                         Confirmations and Waivers



 


		(a)	Notwithstanding the amendments to
                                         the testing of the financial covenants contemplated by Clause 5.2, the Borrower and the
                                         Guarantor confirm that the reporting obligations under clause 11.3
                                         (Provision of financial statements) of the Guarantee (as amended and supplemented
                                         by this Agreement) in respect of such financial covenants shall continue to apply. The
                                         Agent confirms that any breach of such financial covenants arising on a testing date
                                         during the Deferral Period by reference to the financial position of the Group (on a
                                         consolidated basis), shall not (without prejudice to the rights of the Lenders in respect
                                         of any further breach of such financial covenants that may occur following the expiry
                                         of the Deferral Period, and subject further to no (a) Event of Default under Clauses
                                         18.7 (Winding-up) to Clause 18.13 (Cessation of business) (inclusive)
                                         of the Amended Facility Agreement having occurred and being continuing or (b) 2020 Deferral
                                         Prepayment Event having occurred) result in an Event of Default.



 






    23


     


    

 


		(b)	For the avoidance of doubt, in addition
                                         to the other undertakings the application of which have not been expressly suspended
                                         under this Agreement, the Borrower confirms that the undertaking pursuant to clause 13.23(c)
                                         of the Facility Agreement shall continue to apply in order to permit an inspection of
                                         the Ship during the Deferral Period as required by the Principles.



 


		5.6	Finance Documents to remain in full
                                         force and effect



 


The Finance Documents shall
remain in full force and effect and, from the Effective Date:


 


		(a)	shall be, and shall be deemed by
                                         this Agreement to be amended (where relevant) to include a cross reference to clause
                                         33.7 (Bail-in) of the Facility Agreement as amended by this Agreement;



 


		(b)	in the case of the Facility Agreement,
                                         as amended and supplemented pursuant to Clause 5.1 (Specific amendments to the Facility
                                         Agreement);



 


		(c)	in the case of the Guarantee, as
                                         amended and supplemented pursuant to Clause 5.2 (Specific Amendments to Guarantee);



 


		(d)	the Facility Agreement and the applicable
                                         provisions of this Agreement will be read and construed as one document;



 


		(e)	the Guarantee and the applicable
                                         provisions of this Agreement will be read and construed as one document; and



 


		(f)	except to the extent expressly waived
                                         by the amendments effected by this Agreement, no waiver is given by this Agreement and
                                         the Lenders expressly reserve all their rights and remedies in respect of any breach
                                         of or other default under the Finance Documents,



 


and for
the avoidance of doubt, the provisions of the Finance Documents shall continue to apply, notwithstanding that the final repayment
instalment due under clause 5 (Repayment) of the Facility Agreement falls prior to the 2020 Deferral Final Repayment Date.


 


		6	New Covenants



 


		6.1	Payments under the Shipbuilding
                                         Contracts 



 


Until the 2020 Deferral
Final Repayment Date:


 


		(a)	the Guarantor shall and the Guarantor
                                         shall procure that any member of the Group that has entered into a shipbuilding contract
                                         with a shipbuilder or enters into any such shipbuilding contract, in each case which
                                         is financed with the support of SACE (the “Covered Shipbuilding Contracts”)
                                         shall continue to perform all of their respective obligations as set out in any Covered
                                         Shipbuilding Contract (including without limitation the payment of any instalments due
                                         under any Covered Shipbuilding Contract (as the same may have been amended prior to the
                                         2020 Deferral Effective Date), and subject to any amendment agreed pursuant to Clause
                                         6.1(b) below). The Guarantor shall and the Guarantor shall procure that any member of
                                         the Group shall promptly notify the Agent and SACE of any failure by it to comply with
                                         any due and owing obligations under a Covered Shipbuilding Contract; and



 






    24


     


    

 


		(b)	the Guarantor shall and the Guarantor
                                         shall procure that any member of the Group further undertakes to consult with the Agent
                                         and SACE in respect of any proposed amendment to a Covered Shipbuilding Contract insofar
                                         as any such proposed amendment relates to a payment instalment or (save as expressly
                                         permitted by the relevant Amended Facility Agreement) a delivery date or any other substantial
                                         amendment which may affect the related financing and to obtain the Agent and SACE’s
                                         approval prior to executing any such amendment.



 


		6.2	Dividend Restriction



 


No Obligor
shall:


 


		(a)	declare, make or pay any dividend
                                         or other distribution (or interest on any unpaid dividend or other distribution) (whether
                                         in cash or in kind) on or in respect of its share capital (or any class of its share
                                         capital);



 


		(b)	repay or distribute any dividend
                                         or share premium reserve;



 


		(c)	make any repayment of any kind under
                                         any shareholder loan; or



 


		(d)	redeem, repurchase (whether by way
                                         of share buy-back program or otherwise), defease, retire or repay any of its share capital
                                         or resolve to do so,



 


during the
period up to and including the 2020 Deferral Final Repayment Date, except that (i) any Obligor
may pay dividends and other distributions, directly or indirectly, to the Guarantor for the
purpose of providing liquidity to the Guarantor to enable the Guarantor to satisfy payment obligations for which the Guarantor
is an obligor and (ii) any Obligor may pay dividends in
respect of the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated tax returns
for each relevant jurisdiction of the Group or holder of the Guarantor’s capital stock with respect to income taxable as
a result of any member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes
or attributable to any member of the Group, provided that the actions in paragraph (ii) above shall only be permitted if
there is no Event of Default which is continuing under the Amended Facility Agreement and no Event of Default would arise from
the payment of such dividend.


 


		6.3	New capital raises or financing
                                         



 


		(a)	Save as provided below:



 


		(i)	no new debt or equity issuance
                                         shall be raised and no new Financial Indebtedness shall be incurred by the Group (including,
                                         for the avoidance of doubt, inter-company loans);



 


		(ii)	no non-arm’s length
                                         disposals of any asset relating to the Group fleet shall be made; and



 






    25


     


    

 


		(iii)	no additional Security Interests
                                         securing existing Financial Indebtedness will be created or permitted to subsist,



 


during the
period up to and including the 2020 Deferral Final Repayment Date.


 


		(b)	The restrictions in Clause 6.3(a)
                                         shall not apply in relation to:



 


		(i)	any refinancing of any bond
                                         issuance of, or loan entered into by, the Group and maturing during such period, and
                                         which, in each case, has been (or will be) listed in the Information Package submitted
                                         to the Agent prior to the 2020 Deferral Effective Date;



 


		(ii)	any debt or equity issuance
                                         being raised prior to 31 December 2021 to provide the Group with crisis and/or recovery
                                         related funding in respect of the impact of the Covid-19 pandemic;



 


		(iii)	any debt or equity issuance
                                         being raised on or after 31 December 2021 to support the Group with the impact of the
                                         Covid-19 pandemic, made with the prior written consent of SACE;



 


		(iv)	any debt or equity issuance
                                         being raised to finance any instalment of a cruise vessel already contracted for or contracted
                                         for during such period or any refurbishment, maintenance, upgrade or lengthening of a
                                         cruise ship during such period;



 


		(v)	any debt or equity issuance
                                         being raised to finance capital expenditure for projects which are already contracted
                                         for but in respect of which committed financing has not yet been obtained, and which,
                                         in each case has been (or will be) listed in the Information Package submitted to the
                                         Agent prior to the 2020 Deferral Effective Date;



 


		(vi)	any extension of revolving
                                         credit facilities;



 


		(vii)	any new debt or equity issuance
                                         otherwise agreed by SACE; or



 


		(viii)	any inter-company loan which:



 


		(A)	is existing as of the date of
                                         the 2020 Amendment Agreement;



 


		(B)	is made among any Group members
                                         provided that:



 


		(1)	any inter-company loan is made
                                         solely for the purpose of regulatory or tax purposes carried out in the ordinary course
                                         of business and on an arm’s length basis; and



 


		(2)	the aggregate principal amount
                                         of any inter-company loans outstanding pursuant to this Clause 6.3(b)(viii)(B) does not
                                         exceed fifty million Dollars ($50,000,000) at any time; or



 


		(C)	has been approved with the prior
                                         written consent of SACE.



 






    26


     


    

 


		6.4	Additional financial reporting



 


In addition
to the information to be provided in accordance with clause 13.2 (Information) of the Amended
Facility Agreement and clause 11.3 (Provision of financial statements) (as amended and supplemented by this Agreement)
of the Guarantee, the Guarantor undertakes to provide to the Agent a written report (in form and substance satisfactory to SACE):



 


		(a)	from the Effective Date until the
                                         end of the Deferral Period, on a monthly basis within ten (10) days after the end of
                                         each month covering the cashflow projections for each month for the period from the date
                                         of the relevant report until 31 March 2022, with a first monthly period commencing on
                                         1 April 2020; and



 


		(b)	thereafter until the 2020 Deferral
                                         Final Repayment Date, on a quarterly basis within forty-five (45) days after the end
                                         of each quarter, covering the cashflow projections for the following twenty-four (24)
                                         months, with the first quarterly period commencing on 1 April 2021.



 


		6.5	Breach of new covenants
                                         or the Principles



 


Failure
to comply with the provisions of Clauses 6.1 to 6.4 inclusive and deferred costs payable pursuant to Clause 5.1(h)(ii) in respect
of the 2020 Deferral Tranche, or to otherwise duly perform and observe the other requirements and obligations set out in the Principles
shall, in each case, not constitute an Event of Default under the Facility Agreement but shall (in the case of any failure that
is capable of remedy (in the opinion of the Agent, at its sole discretion), including any failure to comply with Clause 6.1 or
Clause 6.4, only if such failure is not remedied within the Relevant Period pursuant to clause 18.4 of the Amended Facility Agreement
from the date of such failure to comply):


 


		(a)	reinstate from the date of such breach
                                         the requirement to comply with the financial covenants set out in clause 11.15 (Financial
                                         covenants) of the Guarantee which was otherwise suspended by operation of this Agreement;



 


		(b)	in respect of Clauses 6.2 (Dividend
                                         restriction) and 6.3 (New capital raises or financing):



 


		(A)	the 2020 Deferral Commitments
                                         and the availability of the 2020 Deferral Tranche will be immediately cancelled;



 


		(B)	all or part of the 2020 Deferral
                                         Tranche, together with accrued interest, deferred costs pursuant to clause 6.4 (Deferred
                                         Costs) of the Amended Facility Agreement and all other amounts accrued or outstanding
                                         under the Amended Facility Agreement in connection with the 2020 Deferral Tranche will
                                         be immediately due and payable, (including, for the avoidance of doubt, any breakage
                                         costs pursuant to clause 20.2 (Breakage costs) of the Facility Agreement); and



 


		(c)	in respect of Clauses 6.1 (Payments
                                         under the Shipbuilding Contracts) and 6.4 (Additional financial reporting),
                                         entitle the Agent, (acting on the instructions of the Lenders), by notice to the Borrower
                                         to:



 


		(A)	cancel the 2020 Deferral Commitments
                                         and the availability of the 2020 Deferral Tranche whereupon it shall immediately be cancelled;
                                         and



 


		(B)	declare that all or part of the
                                         2020 Deferral Tranche, together with accrued interest, deferred costs pursuant to clause
                                         6.4 (Deferred Costs) of the Amended Facility Agreement and all other amounts accrued
                                         or outstanding under the Amended Facility Agreement in connection with the 2020 Deferral
                                         Tranche be immediately due and payable, whereupon they shall become immediately due and
                                         payable (including, for the avoidance of doubt, any breakage costs pursuant to clause
                                         20.2 (Breakage costs) of the Facility Agreement).



 






    27


     


    

 


		7	Further Assurance



 


Clause 13.19 (further assurance)
of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated
in it with any necessary modifications.


 


		8	Costs and Expenses



 


		(a)	Clause 11.6 (transaction costs)
                                         of the Facility Agreement, as amended and supplemented by this Agreement, applies to
                                         this Agreement as if it were expressly incorporated in it with any necessary modifications.



 


		(b)	The Borrower shall pay to each of
                                         (i) the Agent (for the account of each Lender) and (ii) SACE a handling fee in the amount
                                         and at times agreed in the 2020 Deferral Fee Letters.



 


		9	Notices



 


Clause 32 (notices)
of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated
in it with any necessary modifications.


 


		10	Counterparts



 


This Agreement may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of
this Agreement.


 


		11	Signing Electronically



 


The Parties
acknowledge and agree that they may execute this Agreement and any variation or amendment to the same, by electronic instrument.
The Parties agree that the electronic signatures appearing on the documents shall have the same effect as handwritten signatures
and the use of an electronic signature on this Agreement shall have the same validity and legal effect as the use of a signature
affixed by hand and is made with the intention of authenticating this Agreement, and evidencing the Parties’ intention to
be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the Parties authorise
each other to conduct the lawful processing of personal data of the signers for contract performance and their legitimate interests
including contract management.


 


		12	Governing Law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		13	Enforcement



 


		13.1	Jurisdiction



 


		(a)	The courts of England have exclusive
                                         jurisdiction to settle any dispute arising out of or in connection with this Agreement
                                         (including a dispute regarding the existence, validity or termination of this Agreement
                                         or any non-contractual obligation arising out of or in connection with this Agreement)
                                         (a "Dispute").



 






    28


     


    

 


		(b)	The Obligors accept that the courts
                                         of England are the most appropriate and convenient courts to settle Disputes and accordingly
                                         no Obligor will argue to the contrary.



 


		13.2	Service of process



 


		(a)	Without prejudice to any other mode
                                         of service allowed under any relevant law, each Obligor (other than an Obligor incorporated
                                         in England and Wales):



 


		(i)	irrevocably appoints Hannaford
                                         Turner LLP, currently of 9 Cloak Lane, London EC4R 2RU, UK as its agent for service of
                                         process in relation to any proceedings before the English courts in connection with any
                                         Finance Document; and



 


		(ii)	agrees that failure by a process
                                         agent to notify the relevant Obligor of the process will not invalidate the proceedings
                                         concerned.



 


		(b)	If any person appointed as an agent
                                         for service of process is unable for any reason to act as agent for service of process,
                                         the Borrower (on behalf of all the Obligors) must immediately (and in any event within
                                         10 days of such event taking place) appoint another agent on terms acceptable to the
                                         Agent. Failing this, the Agent may appoint another agent for this purpose.



 


This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 



    29


     


    

 





Execution
Pages


 


	BORROWER	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Daniel S. Farkas
	duly authorised	 	)	 	 
	for and on behalf of	 	)	 	 
	RIVIERA NEW BUILD, LLC	 	)	 	 




 


 


 


	GUARANTOR	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Daniel S. Farkas
	duly authorised	 	)	 	 
	for and on behalf of	 	)	 	 
	NCL CORPORATION LTD.	 	)	 	 




 


 


 


	CHARTERER	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Daniel S. Farkas
	duly authorised	 	)	 	 
	for and on behalf of	 	)	 	 
	OCEANIA CRUISES S. DE R.L.	 	)	 	 




 


 


 


	SHAREHOLDER	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Daniel S. Farkas
	duly authorised	 	)	 	 
	for and on behalf of	 	)	 	 
	OCEANIA CRUISES S. DE R.L.	 	)	 	 




 






    30


     


    

 


	LENDERS	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	CRÉDIT AGRICOLE CORPORATE	 	)	 	 
	AND INVESTMENT BANK	 	)	 	 




 


 


 


	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	SOCIÉTÉ GÉNÉRALE	 	)	 	 




 


 


 


	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	DEKABANK DEUTSCHE GIROZENTRALE	 	)	 	 




 


 


 


	MANDATED LEAD ARRANGERS	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	CRÉDIT AGRICOLE CORPORATE	 	)	 	 
	AND INVESTMENT BANK	 	)	 	 




 


 


 


	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	SOCIÉTÉ GÉNÉRALE	 	)	 	 




 



    31


     


    




 


	AGENT	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	CRÉDIT AGRICOLE CORPORATE AND	 	)	 	 
	INVESTMENT BANK	 	)	 	 




 


 


 


	SACE AGENT	 	 	 	 
	 	 	 	 	 
	SIGNED by	 	)	 	/s/ Alexia Russell
	duly authorised	 	)	 	Attorney in fact
	for and on behalf of	 	)	 	 
	CRÉDIT AGRICOLE CORPORATE AND	 	)	 	 
	INVESTMENT BANK	 	)	 	 




 






    32