Supplemental Deed dated 9/30/2005



 




EXHIBIT
4.11





DATED
AS OF 30 SEPTEMBER 2005




NORWEGIAN JEWEL LIMITED

(as borrower)




NCL CORPORATION LTD.

(as guarantor)




HSBC BANK PLC

(as agent)




COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)




HSBC BANK PLC

(as trustee)




 






FIRST SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 20 April 2004 for the amount of up to USD334,050,000

pre- and post delivery finance for “NORWEGIAN JEWEL”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.667 at the yard of Jos. L. Meyer GmbH

 






STEPHENSON HARWOOD

One St Paul’s Churchyard

London EC4M 8SH

Tel: +44 (0)20 7329 4422

Fax: + 44 (0)20 7329 7100

Ref: 1253/42-02376/44-01535




 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1
	 	Definitions and Construction	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Amendment of Original Loan Agreement, Original Guarantee and Security Documents	 	 	2	 
	 
	 	 	 	 	 	 
	3
	 	Conditions Precedent	 	 	3	 
	 
	 	 	 	 	 	 
	4
	 	Representations and Warranties	 	 	4	 
	 
	 	 	 	 	 	 
	5
	 	Expenses	 	 	5	 
	 
	 	 	 	 	 	 
	6
	 	Further Assurance	 	 	5	 
	 
	 	 	 	 	 	 
	7
	 	Counterparts	 	 	6	 
	 
	 	 	 	 	 	 
	8
	 	Notices	 	 	6	 
	 
	 	 	 	 	 	 
	9
	 	Governing Law	 	 	6	 
	 
	 	 	 	 	 	 
	10
	 	Jurisdiction	 	 	6	 
	 
	 	 	 	 	 	 
	Schedule 1
	 	Amendment of Original Loan Agreement	 	 	9	 
	 
	 	 	 	 	 	 
	Schedule 2
	 	Amendment of Original Guarantee	 	 	14	 
	 
	 	 	 	 	 	 
	Schedule 3
	 	Quarterly Statement of Financial Covenants	 	 	18	 






 









 






FIRST SUPPLEMENTAL DEED




DATED                                        2005




BETWEEN:





	(1)	 	NORWEGIAN JEWEL LIMITED of International House, Castle Hill, Victoria Road, Douglas, Isle of
Man, British Isles as borrower (the “Borrower”);
	 
	(2)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the “Guarantor”);
	 
	(3)	 	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as
agent (the “Agent”);
	 
	(4)	 	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the “Hermes Agent”); and
	 
	(5)	 	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the “Trustee”).





WHEREAS:





	(A)	 	By a loan agreement dated 20 April 2004 (the
“Original Loan Agreement”) entered into between
the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the
Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee
for (among others) the Lenders, the Lenders granted to the Borrower a secured loan in the
maximum amount of three hundred and thirty four million and fifty thousand Dollars
(USD334,050,000) (the “Loan”) for the purpose of enabling the Borrower to finance (among other
things) the construction of the Vessel (as such term is defined in the Original Loan
Agreement) on the terms and conditions therein contained. The repayment of the Loan by the
Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April
2004 granted by the Guarantor (the “Original Guarantee”).
	 
	(B)	 	The Guarantor has requested the consent of the Lenders, the Agent, the Hermes Agent and the
Trustee to the amendment of certain provisions of the Original Loan Agreement and the Original
Guarantee to conform such provisions to similar provisions in other loan documentation to
which the Guarantor and/or other members of the NCLC Group are party. This Deed shall be
executed as a deed.





NOW THIS DEED WITNESSES as follows:









	1	 	Definitions and Construction






	 	1.1	 	In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement shall have the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:
	 
	 	 	 	“Guarantee” means the Original Guarantee as amended by this Deed; and




 









 






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










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






	 	2.1	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if:






	 	2.1.1	 	the clauses referred to in the first column of Schedule 1 had
been amended to read as set out in the second column of Schedule 1; and
	 
	 	2.1.2	 	the definitions of Account Charge and Operating Account in
clause 1.1 had been deleted.






	 	2.2	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Guarantee shall be read and construed as if:






	 	2.2.1	 	the clauses referred to in the first column of Schedule 2 had
been amended to read as set out in the second column of Schedule 2;
	 
	 	2.2.2	 	the definitions of Intangible Assets, Tangible Assets,
Tangible Net Worth and Total Funded Debt in clause 11.4 had been deleted;
	 
	 	2.2.3	 	the following definition had been inserted in clause 11.4:
	 
	 	 	 	““Free Liquidity” means, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under any
revolving or other credit facilities of the NCLC Group, which remain
undrawn, could be drawn for general working capital purposes or other
general corporate purposes and would not, if drawn, be repayable within six
(6) months;”; and
	 
	 	2.2.4	 	schedule 1 had been deleted and substituted with Schedule 3.






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






	 	2.3.1	 	all references to the Original Loan Agreement in the Security
Documents to which it is a party shall be construed as references to the Loan
Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan Agreement;
	 
	 	2.3.2	 	the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Loan Agreement;
	 
	 	2.3.3	 	its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the




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	 	 	 	execution of this Deed or of any of the documents or transactions
contemplated hereby; and
	 
	 	2.3.4	 	its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Loan Agreement and the other Security Documents as
amended by this Deed.






	 	2.4	 	Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.










	3	 	Conditions Precedent






	 	3.1	 	The consent of the Agent, the Hermes Agent and the Trustee to the variation of
the provisions of the Original Loan Agreement and the Original Guarantee is conditional
upon and shall not be effective unless and until the Agent has received the following
in form and substance satisfactory to it:






	 	3.1.1	 	on the date of this Deed, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantor;
	 
	 	3.1.2	 	a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;
	 
	 	3.1.3	 	the following corporate documents in respect of each of the
Borrower and the Guarantor (together the “Relevant
Parties”):






	 	(a)	 	Certified Copies of any consents required from
any ministry, governmental, financial or other authority for the
execution of and performance by the respective Relevant Party of its
obligations under this Deed or if no such consents are required a
certificate from a duly appointed officer of the Relevant Party to this
effect confirming that no such consents are required;
	 
	 	(b)	 	notarially attested secretary’s certificate of
each of the Relevant Parties:






	 	(i)	 	attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;
	 
	 	(ii)	 	giving the names of its present
officers and directors;
	 
	 	(iii)	 	setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Party’s obligations under this
Deed;




3









 






	 	(iv)	 	giving the legal owner of its shares and the number of such shares held;
	 
	 	(v)	 	attaching copies of resolutions
passed at duly convened meetings of the directors and, if
required by the Agent, the shareholders or members of each of
the Relevant Parties authorising (as applicable) the execution
of this Deed and the issue of any power of attorney to execute
the same; and
	 
	 	(vi)	 	containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;






	 	3.1.4	 	the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested; and
	 
	 	3.1.5	 	the issue of such favourable written legal opinions including
in respect of the Isle of Man and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,






	 	 	 	PROVIDED THAT no Event of Default and no Possible Event of Default has occurred and
is continuing on the date on which the conditions precedent set out in this Clause
3.1 have been satisfied (subject to Clause 3.2).
	 
	 	3.2	 	If the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or
the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment
of the Original Loan Agreement and the Original Guarantee hereby without the Agent
having received all of the documents or evidence referred to in Clause 3.1, the
Borrower will nevertheless deliver the remaining documents or evidence to the Agent
within fourteen (14) days of the date of this Deed (or such other period as the Agent
may stipulate) and the amendment of the Original Loan Agreement and the Original
Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to
receive the documents or evidence as aforesaid nor shall this provision impose on the
Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the
amendment in the absence of such documents or evidence.










	4	 	Representations and Warranties






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






	 	4.1.1	 	it has the power to enter into and perform this Deed and the
transactions contemplated hereby and has taken all necessary action to
authorise the entry into and performance of this Deed and such transactions;
	 
	 	4.1.2	 	this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;
	 
	 	4.1.3	 	its entry into and performance of this Deed and the
transactions contemplated hereby do not and will not conflict with:




4









 












	 	(a)	 	any law or regulation or any official or judicial order; or
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(c)	 	any agreement or document to which it is a
party or which is binding upon it or any of its assets,






	 	 	 	nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;
	 
	 	4.1.4	 	all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;
	 
	 	4.1.5	 	all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and
	 
	 	4.1.6	 	it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Agent, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.










	5	 	Expenses






	 	 	The Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand on a full indemnity basis for the reasonable charges and expenses (together with
value added tax or any similar tax thereon and including without limitation the fees and
expenses of legal and other advisers) incurred by the Agent, the Hermes Agent or the Trustee
in respect of the negotiation, preparation, printing, execution, registration and
enforcement of this Deed and any other documents required in connection with the
implementation of this Deed.










	6	 	Further Assurance






	 	 	Each of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Trustee the full benefit of
the rights, powers and remedies conferred upon the Agent, the Hermes Agent or the Trustee in
any such document.




5









 
















	7	 	Counterparts






	 	 	This Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.










	8	 	Notices






	 	8.1	 	Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). Any notice, demand or other communication to be made or
delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the
Agent has by fifteen (15) days’ written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.
	 
	 	8.2	 	Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan Agreement) specified by it from time to time for the
purpose and shall be deemed to have been received when transmission of such telefax
communication has been completed. Each such telefax communication, if made to the
Agent, the Hermes Agent or the Trustee by the Borrower or the Guarantor, shall be
signed by the person or persons authorised in writing by the Borrower or the Guarantor
(as the case may be) and whose signature appears on the list of specimen signatures
contained in the secretary’s certificate required to be delivered by Clause 3 and shall
be expressed to be for the attention of the department or officer whose name has been
notified for the time being for that purpose by the Agent, the Hermes Agent or the
Trustee to the Borrower and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.










	9	 	Governing Law






	 	 	This Deed shall be governed by English law.










	10	 	Jurisdiction






	 	10.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a “Dispute”). Each party to this Deed




6









 






	 	 	 	agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.
	 
	 	 	 	This Clause 10.1 is for the benefit of the Agent, the Hermes Agent and the Trustee
only. As a result, no such party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, any such party may take concurrent proceedings in any number of
jurisdictions.
	 
	 	10.2	 	Neither the Borrower nor the Guarantor may, without the Agent’s prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrower’s and/or the
Guarantor’s (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.
	 
	 	10.3	 	For the purpose of securing its obligations under Clause 10.2, each of the
Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to
appoint a process agent within the period specified in Clause 10.2, the Agent may
appoint any person (including a company controlled by or associated with the Agent or
any Lender) to act as the Borrower’s or the Guarantor’s (as the case may be) process
agent in England with the unconditional authority described in Clause 10.2.
	 
	 	10.4	 	No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.
	 
	 	10.5	 	Each of the Borrower and the Guarantor appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.
	 
	 	10.6	 	A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantor (as
the case may be) and may be enforced without review in any other jurisdiction.
	 
	 	10.7	 	Nothing in this Clause shall exclude or limit any right which the Agent, the
Hermes Agent or the Trustee may have (whether under the laws of any country, an
international convention or otherwise) with regard to the bringing of proceedings, the
service of process, the recognition or enforcement of a judgment or any similar or
related matter in any jurisdiction.
	 
	 	10.8	 	In this Clause “judgment” includes order, injunction, declaration and any other
decision or relief made or granted by a court.




7









 










IN
WITNESS whereof the parties hereto have caused this Deed to be
duly executed as a deed on the 28 day of November 2005 and acknowledge that the effective date of this Deed is 30 September
2005.




	 	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	     P.A. TURNER
	NORWEGIAN JEWEL LIMITED

	 	 	)	 
	in the presence of:

	 	VIJAY
JEYARATNAM

V. JEYARATNAM
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	     P.A. TURNER
	NCL CORPORATION LTD.

	 	 	)	 
	in the presence of:

	 	LUKE
CLARK

TRAINEE SOLICITOR

CLIFFORD CHANCE LLP

10 UPPERBANK STREET

LONDON E14 5JJ
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by MARTIN HUGGER/ILONKA SCHEFE

	 	 	)	 
	for and on behalf of

	 	 	)	     M.
HUGGER   I. SCHEFE
	COMMERZBANK AKTIENGESELLSCHAFT

	 	 	)	 
	as the Hermes Agent

	 	 	)	 
	in the presence of:

	 	CHRISTIAN
RUNKE

ASSISTANT MANAGER

COMMERZBANK
AKTIENGESELLSCHAFT

GLOBAL SHIPPING

NESS 7-9

20457 HAMBURG
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by CHRISTOPHER GEOFREY POCOCK

	 	 	)	 
	for and on behalf of

	 	 	)	     C.G. POCOCK
	HSBC BANK PLC

	 	 	)	 
	as the Agent and the Trustee

	 	 	)	 
	in the presence of:

	 	R.I.
HOSSACK

ROBIRT IAN HOSSACK, MANAGER
	)	 







8










 











Schedule 1



Amendment of Original Loan Agreement




	 	 	 
	Definition/Clause	 	Amendment
	Clause 1.1,
“Indebtedness for Borrowed Money”

	 	“Indebtedness for Borrowed Money” means Financial Indebtedness (whether present or future, actual or contingent,
long-term or short-term, secured or unsecured) in respect of:







	 	(i)	 	moneys borrowed or raised;
	 
	 	(ii)	 	the advance or extension of credit (including interest and other charges on or in respect of any of the
foregoing);
	 
	 	(iii)	 	the amount of any liability in respect of leases which, in accordance with GAAP, are capital leases;
	 
	 	(iv)	 	the amount of any liability in respect of the purchase price for assets or services payment of which is deferred
for a period in excess of one hundred and eighty (180) days;
	 
	 	(v)	 	all reimbursement obligations whether contingent or not in respect of amounts paid under a letter of credit or
similar instrument; and
	 
	 	(vi)	 	(without double counting) any guarantee of Financial Indebtedness falling within paragraphs (i) to (v) above;





	 	 	 
	 

	 	PROVIDED THAT the following shall not constitute Indebtedness for Borrowed Money:







	 	(a)	 	loans and advances made by other members of the NCLC Group which are subordinated to the rights of the Lenders; and
	 
	 	(b)	 	loans and advances made by Star which are subordinated to the rights of the Lenders.







9









 








	 	 	 
	Definition/Clause	 	Amendment
	Clause 1.1,
“Permitted Liens”

	 	“Permitted Liens” means (i) any Encumbrance
created by
or pursuant to the Security Documents (ii) liens on the Vessel up to an aggregate
amount at any time not exceeding ten million Dollars (USD10,000,000)
for current crew’s
wages and salvage and liens incurred in the ordinary course of trading the Vessel (iii) any
deposits or pledges to secure the performance of bids, tenders, bonds or contracts (iv) any
other Encumbrance notified by any of the Obligors to the Agent prior to the date hereof (v)
any Encumbrances in respect of existing Financial Indebtedness of a person which becomes a
Subsidiary of the Guarantor or is merged with or into the Guarantor or any of its Subsidiaries
(vi) liens on assets leased, acquired or upgraded after the hereof date or assets newly
constructed or converted after the date hereof provided that (a) such liens secure
Financial Indebtedness otherwise permitted under this Agreement (b) such liens are
incurred within one (1) year following such lease, acquisition, upgrade, construction
or conversion and (c) the Financial Indebtedness secured by such liens does not exceed the
cost of such upgrade or the cost of such assets acquired or leased (vii) statutory and
other similar liens arising in the ordinary course of business unrelated to
Financial Indebtedness and securing obligations not yet delinquent or which are being
contested in good faith by appropriate proceedings and for which adequate reserves have
been established and (viii) liens arising out of the existence of judgments or awards in
espect of the Guarantor or any of its Subsidiaries, provided that the aggregate amount
of all cash and the fair market value of all other property subject to such liens as are
described in paragraphs (vi) to (viii) above does not exceed ten million Dollars
(USD10,000,000);
	 
	 	 
	Clause 1.1,
“Security Documents”

	 	“Security Documents” means this Agreement, the Guarantee, the Hermes Cover, the Building Contract, Refund Guarantee
and Performance Guarantees Assignment, the Construction Risks Insurance Assignment, the Supervision Agreement
Assignment, the Management Agreement Assignment, the Sub-Agency Agreement Assignment, the Mortgages, the Charge
Option, the Charge, the Earnings Assignment, the Insurance Assignment and all such other documents as may be executed
at any time in favour of (among others) the Trustee, the Hermes Agent and/or any of the Lenders as security for the
obligations of the Borrower, the other Obligors and the Builder whether executed pursuant to the express provisions of
this Agreement or otherwise howsoever;
	 
	 	 
	Clause 7.6 (Earnings)

	 	Provided no Event of Default or Possible Event of Default has occurred (following which the Agent shall (inter alia)
be entitled to request the Borrower to give notice pursuant to clause 3 of the Earnings Assignment and apply such
Earnings in accordance with Clause 12.1) such Earnings shall throughout the Security Period be at the free disposal of
the Borrower.
	 
	 	 
	Clause 10.2.2

	 	as soon as practicable (and in any event within sixty (60) days of the end of each quarter of each financial year) a
Certified Copy of the unaudited consolidated accounts of the NCLC Group and the unaudited accounts of the Borrower for
that quarter (commencing with unaudited accounts made up to 31 March 2004);






10









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 10.2.4

	 	details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the
same are instituted and served, or, to the knowledge of the Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding ten million Dollars (USD10,000,000) or
the equivalent in another currency).
	 
	 	 
	Clause 10.18.1

	 	The Borrower will from time to time (but at intervals no more frequently than annually at the Borrower’s expense
unless an Event of Default has occurred and is continuing) within fifteen (15) days of receiving any request to that
effect from the Agent, procure that the Vessel is valued by an independent reputable shipbroker or shipvaluer
experienced in valuing cruise ships appointed by the Borrower and approved by the Agent (which approval shall not be
unreasonably withheld or delayed and such valuation to be made with or without taking into account the benefit or
otherwise of any fixed employment relating to the Vessel as the Agent may require).
	 
	 	 
	Clause 10.21.13

	 	not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the
Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any
other currency and not being a claim arising out of a Total Loss;
	 
	 	 
	Clause 10.21.14

	 	promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the
Vessel involving an amount in excess of ten million Dollars (USD10,000,000);
	 
	 	 
	Clause 10.22.8(a)

	 	accidents to the Vessel involving repairs the cost of which will or is likely to exceed ten million Dollars
(USD10,000,000);






11









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 10.22.9

	 	promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls,
dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof PROVIDED ALWAYS
THAT the Borrower shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested debt, damage or liability which, either
individually or in aggregate exceeds ten million Dollars (USD10,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available for inspection on behalf of the Agent
and provide evidence satisfactory to the Agent that the wages and allotments and the insurance and pension
contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any
tax liability are being properly accounted for and that the master has no claim for disbursements other than those
incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection;
	 
	 	 
	Clause 10.22.10

	 	maintain the type of the Vessel as at the Redelivery Date and not put the Vessel into the possession of any person
without the prior consent of the Agent for the purpose of work being done on it in an amount exceeding or likely to
exceed ten million Dollars (USD10,000,000) unless such person shall first have given to the Agent a written
undertaking addressed to the Agent in terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel or
its Earnings for the cost of such work or for any other reason;
	 
	 	 
	Clause 10.22.11
(final paragraph)

	 	PROVIDED ALWAYS THAT the Borrower shall not be obliged to compromise any liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested liabilities which, either individually
or in aggregate, exceed ten million Dollars (USD10,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate release by providing bail or taking such other
steps as the circumstances may require;
	 
	 	 
	Clause 11.1.2.(a)

	 	Any Obligor or the Builder fails to comply with any other material provision of any Security Document or there is any
other material breach in the sole opinion of the Agent of any of the Transaction Documents and such failure (if in the
opinion of the Agent in its sole discretion it is capable of remedy) continues unremedied for a period of thirty (30)
days from the date of its occurrence and in any such case as aforesaid the Agent in its sole discretion considers that
such failure is or could reasonably be expected to become materially prejudicial to the interests, rights or position
of the Lenders; or






12









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.1.4(i)

	 	No Event of Default will arise if the relevant Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than ten million Dollars (USD10,000,000); and
	 
	 	 
	Clause 11.1.9

	 	Any distress, execution, attachment or other process affects the whole or any substantial part of the assets of any
member of the NCLC Group and remains undischarged for a period of twenty one (21) days or any uninsured judgment in
excess of ten million Dollars (USD10,000,000) following final appeal remains unsatisfied for a period of thirty (30)
days in the case of a judgment made in the United States of America and otherwise for a period of sixty (60) days
PROVIDED THAT no Event of Default shall be deemed to have occurred unless the distress, execution, attachment or other
process adversely affects any Obligor’s ability to meet any of its material obligations under this Agreement or the
other Security Documents or cause to occur any of the events specified in sub-clauses 11.1.5 to 11.1.8 of this Clause
(the determination of which shall be in the Agent’s sole discretion).






13









 












Schedule 2



Amendment of Original Guarantee




	 	 	 
	Definition/Clause	 	Amendment
	Clause 9.2.2

	 	as soon as practicable (and in any event within sixty (60) days after the close of each quarter of each financial
year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for that quarter (commencing with
the unaudited accounts made up to 31 March 2004);
	 
	 	 
	Clause 9.2.3

	 	as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each financial
year), beginning with the year ending 31 December 2004, annual cash flow projections on a consolidated basis of the
NCLC Group showing on a monthly basis advance ticket sales (for at least twelve (12) months following the date of
such statement) for the NCLC Group;
	 
	 	 
	Clause 9.2.4(b)

	 	updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement
and projected results for the operation of the vessels owned and/or operated by any member of the NCLC Group) and an
outline of the assumptions supporting such budget and financial projections including but without limitation any
scheduled drydockings;
	 
	 	 
	Clause 9.2.5

	 	from time to time (but at intervals no more frequently than annually at the Guarantor’s expense unless an Event of
Default has occurred and is continuing) within fifteen (15) days
of receiving any request to that effect from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause
10.18 of the relevant Loan Agreement;
	 
	 	 
	Clause 9.2.6

	 	as soon as practicable (and in any event within sixty (60) days after the close of each of the first three (3)
quarters of its financial year and within one hundred and twenty (120) days after the close of each financial year)
a statement signed by the NCLC Group’s chief financial officer in the form of Schedule 1 (commencing with the first
quarter of the financial year ending 31 December 2004);






14









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 9.2.8

	 	details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as
the same are instituted and served, or, to the knowledge of the Guarantor, threatened (and for this purpose
proceedings shall be deemed to be material if they involve a claim in an amount exceeding ten million Dollars
(USD10,000,000) or the equivalent in another currency); and
	 
	Clause 11.1.1

	 	at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000);
	 
	 	 
	Clause 11.1.2

	 	either:







	 	(a)	 	as at 30 September 2005 and as at the end of each subsequent financial quarter the ratio of Consolidated EBITDA
to Consolidated Debt Service for the NCLC Group, computed for the period of the four (4) consecutive financial
quarters ending at the end of the relevant financial quarter, shall not be less than one point two five (1.25) to
one (1.0); or
	 
	 	(b)	 	at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the
NCLC Group has maintained a minimum Free Liquidity in an amount which is not less than one hundred million Dollars
(USD100,000,000); and





	 	 	 
	Clause 11.1.3

	 	as at 31 December 2004 and as at the end of each subsequent financial quarter, the ratio of Total Net Funded Debt to
Total Capitalisation of the NCLC Group shall not exceed:







	 	(a)	 	nought point six five (0.65) to one (1.0) for financial quarters ending on or before 31 December 2007; and
	 
	 	(b)	 	nought point six (0.6) to one (1.0) for each subsequent financial quarter.





	 	 	 
	 	 	Amounts available for drawing under any revolving or other credit facilities of the NCLC Group which remain undrawn
at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio.







15









 








	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.2

	 	It will be an Event of Default if:







	 	11.2.1	 	at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock
Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor by way of a share
issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family together or individually do not or
will not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty
one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or
	 
	 	11.2.2	 	at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock
Exchange:






	 	(a)	 	any individual or any Third Party:






	 	(i)	 	owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the
ordinary share capital of the Guarantor; or
	 
	 	(ii)	 	has the right or the ability to control either directly or indirectly the affairs of or the composition of the
majority of the board of directors (or equivalent) of the Guarantor; or






	 	 	 	and, at the same time as any of the events described in paragraphs (i) or (ii) of this Clause have occurred and are
continuing, the Lim Family together or individually do not, directly or indirectly, beneficially own at least fifty
one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or

	 
	 	(b) the Guarantor ceases to be a listed
company on an Approved Stock Exchange without the prior written consent of the Agents,






	 	 	 	(and, for the purpose of this Clause 11.2.2 "control” of any company, limited partnership or other legal entity (a
“body corporate”) by a member of the Lim Family, means that one (1) or more members of the Lim Family has, directly
or indirectly, the power to direct the management and policies of such a body corporate, whether through the
ownership of more than fifty per cent (50%) of the issued voting capital of that body corporate or by contract,
trust or other arrangement).




16









 











	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.4, “Cash
Balance”

	 	“Cash Balance” means, at any date of determination, the unencumbered and otherwise unrestricted cash and cash
equivalents of the NCLC Group;
	 
	Clause 11.4,

	 	“Consolidated EBITDA” means, for any relevant period, the aggregate of:
	“Consolidated
EBITDA”
	 	 







	 	(a)	 	Consolidated Net Income from the Guarantor’s operations for such period;
	 
	 	(b)	 	the aggregate amounts deducted in determining Consolidated Net Income for such period in respect of gains and
losses from the sale of assets or reserves relating thereto, Consolidated Interest Expense, depreciation and
amortisation, impairment charges and any other non-cash charges and deferred income tax expense for such period;





	 	 	 
	Clause 11.4,
“Consolidated
Interest Expense”

	 	“Consolidated Interest Expense” means, for any relevant period, the consolidated interest expense (excluding
capitalised interest) of the NCLC Group for such period;
	 
	 	 
	Clause 11.4, “Total
Capitalisation”

	 	“Total Capitalisation” means, at any date of determination, Total Net Funded Debt plus the consolidated
stockholders’ equity of the NCLC Group at such date determined in accordance with GAAP and derived from the then
latest unaudited and consolidated accounts of the NCLC Group delivered to the Agents in the case of the
first three (3) quarters of each financial year and the then latest Accounts delivered to the Agents in the
case of the final quarter of each financial year;
	 
	 	 
	Clause 11.4, “Total

	 	“Total Net Funded Debt” means, as at any relevant date:
	Net Funded Debt”
	 	 







	 	(a)	 	Indebtedness for Borrowed Money of the NCLC Group; and
	 	(b)	 	the amount of any Indebtedness for Borrowed Money of any person which is not a member of the NCLC Group but
which is guaranteed by a member of the NCLC Group as at such date;





	 	 	 
	 

	 	less an amount equal to any Cash Balance as at such date;







17









 













Schedule 3




Quarterly Statement of Financial Covenants




	 	 	 
	TO:

	 	HSBC BANK PLC
	 

	 	Project and Export Finance
	 

	 	8 Canada Square
	 

	 	London E14 5HQ
	 

	 	England
	 
	 	 
	 

	 	Attn: Mr Alan Marshall
	 
	 	 
	 

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





We refer to clause 11 of the guarantee dated 20 April 2004 (as amended, varied and/or supplemented
from time to time the “Guarantee”) issued by us in favour of the Trustee. Terms defined in the
Guarantee, whether by reference to the Loan Agreement (as therein defined) or otherwise, shall have
the same meanings herein.



We hereby certify the amounts set out in the attached schedule as at the last day of the financial
quarter ending          20[     ] for NCL Corporation Ltd. (the “Guarantor”) and its
subsidiaries on a consolidated basis. We also hereby certify that the Guarantor is in compliance
with all the financial covenants set out in clauses 11.1 and 11.3 of the Guarantee [[and that no
Event of Default or Possible Event of Default has occurred and is continuing][an [Event of
Default][Possible Event of Default] has occurred and is continuing under clause 11.1.[ ] of the
Loan Agreement and the following step[s][is/are] being taken to cure the same: [ ]]].




NCL CORPORATION LTD.



 




By: [                              ]




Chief Financial Officer




Dated:                    20[          ]









18









 









Schedule




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




	 	 	 	 	 	 	 	 	 	 	 
	Clause (of	 	 	 	 	 	 	 	 	 
	Guarantee)	 	 	 	as of [
• ]	 	Required Covenants	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.1.1/
11.1.2(b)**
	 	Free Liquidity	 	A	 	A>USD50,000,000	 	 
	 
	 	 	 	 	 	(11.1.1)**	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	A>USD100,000,000	 	 
	 
	 	 	 	 	 	(11.1.2(b))**	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.1.2(a)
	 	Consolidated EBITDA:	 	B	 	>1.25:1	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	C	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.1.3
	 	Total Net Funded Debt:	 	D	 	<0.65:1 up to 31	 	 
	 
	 	 	 	 	 	December 2007	 	 
	 
	 	 	 	 	 	<0.60:1 thereafter	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Capitalisation	 	E	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Consolidated EBITDA	 	 	 	 	 	 	 	 
	 
	 	Consolidated Net Income (loss)	 	 	 	 	x	 	 	 
	(Deduct)/Add:
	 	(Gain)/Loss on sale of assets or reserves	 	 	 	 	x	 	 	 
	Add:
	 	Consolidated Interest Expense	 	 	 	 	x	 	 	 
	Add:
	 	Depreciation and amortisation of assets	 	 	 	 	x	 	 	 
	Add:
	 	Impairment charges	 	 	 	 	x	 	 	 
	(Deduct)/Add:
	 	Other non-recurring charge (gain)	 	 	 	 	x	 	 	 
	Add:
	 	Deferred income tax expense	 	 	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Consolidated EBITDA	 	 	 	 	x	 	 	B
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	 	 	 	 	 	 	 
	 
	 	Principal paid/payable (excluding balloon payments, voluntary	 	 	 	 	 	 	 	 
	 
	 	prepayments/repayments on sale/total loss of an NCLC Fleet	 	 	 	 	 	 	 	 
	 
	 	vessel)	 	 	 	 	x	 	 	 
	Add:
	 	Consolidated Interest Expense	 	 	 	 	x	 	 	 
	 
	 	Distributions	 	 	 	 	x	 	 	 
	 
	 	Rent under capitalised leases	 	 	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Consolidated Debt Service	 	 	 	 	x	 	 	C
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Net Funded Debt	 	 	 	 	 	 	 	 
	 
	 	Indebtedness for Borrowed Money	 	 	 	 	x	 	 	 
	Add:
	 	Guarantees of non-NCLC Group
members’ obligations	 	 	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Deduct:
	 	Cash Balance	 	 	 	 	(x	)	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Net Funded Debt	 	 	 	 	(x	)	 	D
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Capitalisation	 	 	 	 	 	 	 	 
	 
	 	Total Net Funded Debt	 	 	 	 	x	 	 	 
	Add:
	 	Consolidated stockholders’ equity	 	 	 	 	x	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Capitalisation	 	 	 	 	x	 	 	E
	 
	 	 	 	 	 	 	 	 	 





19









 







For and on behalf of NCL CORPORATION LTD.



 




[                         ]



I, [               ], the officer primarily responsible for the financial management of the NCLC
Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial
Covenants as of [          ] 20[     ], in my opinion, is true and correct.



 




[                         ]




Chief Financial Officer




NCL CORPORATION LTD.




Dated:               20[  ]






 




			
	**	 	Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement






20