Fifth Supplemental Deed



Table of Contents




EXHIBIT
4.2



DATED AS OF 30 SEPTEMBER 2005




NORWEGIAN DAWN LIMITED

(as borrower)




NCL CORPORATION LTD.

(as guarantor)




COMMERZBANK AKTIENGESELLSCHAFT

(as co-ordinator)




COMMERZBANK INTERNATIONAL S.A.

(as agent)



 




FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 26 June 1999 (as amended) post delivery

finance for one cruise vessel being

“NORWEGIAN DAWN”



 




STEPHENSON HARWOOD

One St Paul’s Churchyard

London EC4M 8SH

Tel: +44 (0)20 7329 4422

Fax: + 44 (0)20 7329 7100

Ref: 1253/239499/90035218/42-02557/44-01583




 









 













CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1

	 	Definitions and Construction
	 	 	2	 
	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
	 	 	6	 
	7

	 	Counterparts
	 	 	6	 
	8

	 	Notices
	 	 	6	 
	9

	 	Governing Law
	 	 	7	 
	10

	 	Jurisdiction
	 	 	7	 
	Schedule 1

	 	Amendment of Original Loan Agreement
	 	 	9	 
	Schedule 2

	 	Amendment of Original Guarantee
	 	 	13	 
	Schedule 3

	 	 Quarterly Statement of Financial Covenants
	 	 	17	 










 









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FIFTH SUPPLEMENTAL DEED




	 	 	 	 	 
	DATED
2005

	 	 	 	 






BETWEEN:





	(1)	 	NORWEGIAN DAWN LIMITED of International House, Castle Hill, Victoria Road, Douglas, Isle of
Man IM2 4RB, British Isles as borrower (the “Borrower”);
	 
	(2)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the
“Guarantor”);
	 
	(3)	 	COMMERZBANK AKTIENGESELLSCHAFT, Hamburg Branch of Ness 7-9, 20457 Hamburg, Federal Republic
of Germany as co-ordinator (the “Co-ordinator”); and
	 
	(4)	 	COMMERZBANK INTERNATIONAL S.A. of 25 rue Edward Steichen, L-2540 Luxembourg as agent for
itself and the Lenders (the “Agent”).





WHEREAS:





	(A)	 	By a loan agreement dated 26 June 1999 as amended by transfer certificates dated 23 June
2000, 4 December 2000, 19 January 2001 and 22 February 2001 between Commerzbank
Aktiengesellschaft, Emden Branch as transferor and Bremer Bank Niederlassung der Dresdner Bank
Aktiengesellschaft, Bremen, Deutsche Schiffsbank Aktiengesellschaft, Bremen and Hamburg, The
Bank of Nova Scotia, Singapore Branch and Landesbank Schleswig-Holstein Girozentrale (now
known as HSH Nordbank AG) respectively as transferees, a first supplemental agreement dated 17
August 2000, a second supplemental agreement dated 23 October 2001, a third supplemental
agreement dated 21 March 2002 and a fourth supplemental agreement dated 20 April 2004 (the
“Supplemental Agreements” and together with the said loan agreement and the said transfer
certificates the “Original Loan Agreement”) entered into between (among others) the Borrower
and Norwegian Star Limited (the “Original Borrowers”), the Lenders, the Co-ordinator and the
Agent, the Lenders granted to the Original Borrowers a secured loan in the maximum amount of
six hundred and twenty six million nine hundred and twenty two thousand Dollars
(USD626,922,000) (the “Facility”) to part-finance the construction by the Builder of (among
other things) the Norwegian Dawn Vessel to be purchased by Norwegian Dawn for the Norwegian
Dawn Contract Price (as such term is defined in the Original Loan Agreement) on the terms and
conditions therein contained. The repayment of the Facility by the Borrower has been secured
by (among other things) a guarantee and indemnity dated 23 April 2004 executed by the
Guarantor (the “Original Guarantee”).
	 
	(B)	 	The Guarantor has requested the consent of the Lenders, the Agent and the Co-ordinator 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:




 









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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 Charges and Operating Accounts 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 and the
Co-ordinator 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





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	 	 	 	Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan Agreement;
	 
	 	2.3.2	 	the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Loan Agreement;
	 
	 	2.3.3	 	its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and
	 
	 	2.3.4	 	its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Loan Agreement and the other Security Documents as
amended by this Deed.






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









3 Conditions Precedent





	 	3.1	 	The consent of the Agent and the Co-ordinator 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 Co-ordinator 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





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	 	 	 	equivalent constitutional documents) evidencing power to
enter into the transactions contemplated in this Deed;
	 
	 	(ii)	 	giving the names of its present
officers and directors;
	 
	 	(iii)	 	setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Party’s obligations under this
Deed;
	 
	 	(iv)	 	giving the legal owner of its shares and the number of such shares held;
	 
	 	(v)	 	attaching copies of resolutions
passed at duly convened meetings of the directors and, if
required by the Agent, the shareholders or members of each of
the Relevant Parties authorising (as applicable) the execution
of this Deed and the 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 Co-ordinator 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 Co-ordinator in accordance with the Agency and Trust Deed decides to
permit the amendment of the Original Loan Agreement and the Original Guarantee hereby
without having received all of the documents or evidence referred to in Clause 3.1, the
Borrower will nevertheless deliver the remaining documents or evidence to the
Co-ordinator within fourteen (14) days of the date of this Deed (or such other period
as the Co-ordinator 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
Co-ordinator’s right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Agent, the Co-ordinator 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 and
the Co-ordinator that:





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






	 	(a)	 	any law or regulation or any official or judicial order; or
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(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 Agent;
	 
	 	4.1.4	 	all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;
	 
	 	4.1.5	 	all information furnished by it to the Co-ordinator 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 Co-ordinator all
facts relating to its business which it knows or should reasonably know and
which might reasonably be expected to influence the Agent or the Co-ordinator
in deciding whether or not to enter into this Deed.









5 Expenses





The Borrower and the Guarantor jointly and severally undertake to reimburse the Co-ordinator
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 or the Co-ordinator 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.



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6 Further Assurance





Each of the Borrower and the Guarantor will, from time to time on being required to do so by
the Co-ordinator, 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 Co-ordinator as the
Co-ordinator may reasonably consider necessary for giving full effect to this Deed or any of
the documents contemplated hereby or securing to the Agent or the Co-ordinator the full
benefit of the rights, powers and remedies conferred upon the Agent or the Co-ordinator in
any such document.







7 Counterparts





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







8 Notices





	 	8.1	 	Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). Any notice, demand or other communication to be made or
delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the
Agent has by fifteen (15) days’ written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.
	 
	 	8.2	 	Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent or the Co-ordinator 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 or the
Co-ordinator 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 or the Co-ordinator to the Borrower and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 20.1, 20.4 and 20.5 of the Original Loan Agreement
shall apply to this Deed.





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9 Governing Law





This Deed shall be governed by English law.







10 Jurisdiction





	 	10.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a “Dispute”). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.
	 
	 	 	 	This Clause 10.1 is for the benefit of the Agent and the Co-ordinator 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 or the
Co-ordinator may have (whether under the laws of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the service





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	 	 	 	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.




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

	 	 	)	     PAUL ALAN TURNER
	NORWEGIAN DAWN LIMITED

	 	 	)	 
	in the presence of:

	 	VIJAY
JEYARATNAM
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by
PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	 
	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
ILONKA SCHEFE   MARTIN HUGGER

	 	 	)	 
	for and on behalf of

	 	 	)	     I.
SCHEFE   MARTIN HUGGER
	COMMERZBANK AKTIENGESELLSCHAFT

	 	 	)	 
	Hamburg Branch

	 	 	)	 
	in the presence of:

	 	COMMERZBANK
CHRISTIAN RUNKE

ASSISTANT MANAGER

AKTIENGESELLSCHAFT

GLOBAL SHIPPING

NESS 7-9

20457 HAMBURG
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by
NICOLAOIS VANDEROLMES   EVA MARIA DISCHER

	 	 	)	 
	for and on behalf of

	 	 	)	     N.
VANDEROLMES   E.M. DISCHER
	COMMERZBANK INTERNATIONAL S.A.

	 	 	)	 
	in the presence of:

	 	GUNTER
RAUCH

C. RAUCH

ASSISTANT MANAGER

25, RUE EDWARD STEICHEN

L-2540 LUXEMBOURG 
	)	 






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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;
	 
	 	 	 	 
	 

	 	(b)
	 	loans and advances made by Star which are subordinated to the rights of the Lenders.






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	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 a 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 a Vessel (iii) any other Encumbrance notified by any of
the Obligors to the Agent prior to the Restatement Date (iv) any deposits or pledges to secure the performance of
bids, tenders, bonds or contracts (v) liens on assets leased, acquired or upgraded after the Restatement Date or
assets newly constructed or converted after the Restatement Date 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 (vi) 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 (vii) liens arising out of the existence of judgments or awards in respect of the Borrower,
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 (vii) above does not exceed ten million Dollars (USD10,000,000);
	 
	 	 	 	 
	Clause 1.1,
“Security Documents”	 	“Security Documents” means this Agreement, the Mortgages, the Guarantee, the Debentures, the Earnings Assignments, the
Insurance Assignments, the Charge Options, the Charges, the Management Agreement Assignments and all such other
documents as may be executed at any time in favour of the Agent and/or any of the Lenders as security for the
obligations of the Borrowers and the other Obligors whether executed pursuant to the express provisions of this
Agreement or otherwise howsoever but excluding the Lower Saxony Guarantees;
	 
	 	 	 	 
	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 Borrowers to give notice pursuant to Clause 3.2 of the Earnings Assignments and apply the
Earnings in accordance with Clause 14.1) the Earnings shall throughout the Security Period be at the free disposal of
the Borrowers.
	 
	 	 	 	 
	Clause 10.2(B)	 	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 Borrower and the Group for that quarter such Group
accounts being substituted with NCLC Group accounts commencing with the unaudited accounts made up to 31 March 2004;






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	Definition/Clause	 	Amendment
	Clause 10.2(D)	 	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 10.21(L)	 	not without the prior written consent of the Co-ordinator to settle, compromise or abandon any claim in respect of any
of the Insurances on its 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(M)	 	promptly to furnish the Co-ordinator with full information regarding any casualties or other accidents or damage to
its Vessel involving an amount in excess of ten million Dollars (USD10,000,000);
	 
	 	 	 	 
	Clause 10.22(G)(i)	 	accidents to its Vessel involving repairs the cost of which will or is likely to exceed ten million Dollars
(USD10,000,000);
	 
	 	 	 	 
	Clause 10.22(H)	 	promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls,
dues and other outgoings in respect of its Vessel and keep proper books of account in respect thereof PROVIDED ALWAYS
that the Borrowers 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
Co-ordinator. As and when the Co-ordinator may so require it will make such books available for inspection on behalf
of the Co-ordinator and provide evidence satisfactory to the Co-ordinator 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(I)	 	maintain the type of its Vessel as at its Delivery Date and not put its Vessel into the possession of any person
without the prior consent of the Co-ordinator for the purpose of work being done on her in an amount exceeding or
likely to exceed ten million Dollars (USD10,000,000) unless such person shall first have given to the Co-ordinator a
written undertaking addressed to the Agent in terms satisfactory to the Co-ordinator agreeing not to exercise a lien
on the Vessel or her Earnings for the cost of such work or for any other reason;






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	Definition/Clause	 	Amendment
	Clause 10.22(J)	 	promptly pay and discharge all liabilities which have given rise, or may give rise, to liens or claims enforceable
against its Vessel under the laws of all countries to whose jurisdiction its Vessel may from time to time be subject
PROVIDED ALWAYS that the Borrowers 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 Co-ordinator. If its
Vessel is arrested or detained for any reason it will procure her immediate release by providing bail or taking such
other steps as the circumstances may require;
	 
	 	 	 	 
	Clause 13.1(B)(i)

	 	(i)
	 	Any Obligor 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 Co-ordinator of any of the Transaction Documents and such failure (if in
the opinion of the Co-ordinator 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 Co-ordinator 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
	 
	 	 	 	 
	Clause 13.1(D)(a)	 	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 13.1(I)	 	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 13.1(E) to 13.1(H) of this
Clause (the determination of which shall be in the Co-ordinator’s sole discretion).






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Schedule 2




Amendment of Original Guarantee




	 	 	 	 	 
	Definition/Clause	 	Amendment
	Clause 9.2(B)	 	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(C)	 	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(D)(ii)	 	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(E)	 	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 Co-ordinator, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions
of clause 10.18 of the Loan Agreement;
	 
	 	 	 	 
	Clause 9.2(F)	 	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);






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	Definition/Clause	 	Amendment
	Clause 9.2(H)	 	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(A)	 	at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000);
	 
	 	 	 	 
	Clause 11.1(B)	 	either:
	 
	 	 	 	 
	 

	 	(i)
	 	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
	 
	 	 	 	 
	 

	 	(ii)
	 	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(C)	 	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:
	 
	 	 	 	 
	 

	 	(i)
	 	nought point six five (0.65) to one (1.0) for financial quarters ending on or before 31 December 2007; and
	 
	 	 	 	 
	 

	 	(ii)
	 	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.






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	Definition/Clause	 	Amendment
	Clause 11.2	 	It will be an Event of Default if:
	 
	 	 	 	 
	 

	 	(A)
	 	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
	 
	 	 	 	 
	 

	 	(B)
	 	at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock
Exchange:







	 	(i)	 	any individual or any Third Party:






	 	(a)	 	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
	 
	 	(b)	 	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;

	 
	 	
and, at the same time as any of the events described in paragraphs (a) or (b) 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






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





	 	 	 	 	 
	 

	 	 	 	(and, for the purpose of this Clause 11.2(B) “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).
	 
	 	 	 	 
	Clause 11.4(C)	 	“Cash Balance” means, at any date of determination, the unencumbered and otherwise unrestricted cash and cash
equivalents of the NCLC Group;






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	Definition/Clause	 	Amendment
	Clause 11.4(E)	 	“Consolidated EBITDA” means, for any relevant period, the aggregate of:
	 
	 	 	 	 
	 

	 	(i)
	 	Consolidated Net Income from the Guarantor’s operations for such period;
	 	 	 	 	 
	 

	 	(ii)
	 	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(F)	 	“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(N)	 	“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 Co-ordinator in the case of the
first three (3) quarters of each financial year and the then latest Accounts delivered to the Co-ordinator in the
case of the final quarter of each financial year;
	 
	 	 	 	 
	Clause 11.4(P)	 	“Total Net Funded Debt” means, as at any relevant date:
	 
	 	 	 	 
	 

	 	(i)
	 	Indebtedness for Borrowed Money of the NCLC Group; and
	 
	 	 	 	 
	 

	 	(ii)
	 	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;






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Schedule 3




Quarterly Statement of Financial Covenants




	 	 	 
	TO:

	 	COMMERZBANK AKTIENGESELLSCHAFT
	 

	 	Hamburg Branch
	 

	 	Ness 7-9
	 

	 	20457 Hamburg
	 

	 	Federal Republic of Germany
	 
	 

	 	Attn: Mr Stefan Kuch/Mr Christian Renke





We refer to clause 11 of the guarantee dated 23 April 2004 (the “Guarantee”) issued by us in your
favour. Terms defined in the Guarantee, whether by reference to the Loan Agreement (as therein
defined) or otherwise, shall have the same meanings herein.




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



NCL CORPORATION LTD.




	 	 	 	 	 
	 	 	 
	By: [      ]
	 	 	 	 
	Chief Financial Officer	 	 
	 
	Dated:

	 	20[  ]	 	 






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Schedule




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




	 	 	 	 	 	 	 	 	 
	Clause (of	 	 	 	 	 	 	 	 
	Guarantee)	 	 	 	as of
[l]	 	Required Covenants	 	 
	11.1(A)/

	 	Free Liquidity
	 	A
	 	A>USD50,000,000	 	 
	11.1(B)(ii)**

	 	 	 	 	 	(11.1(A))**	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	A>USD100,000,000	 	 
	 

	 	 	 	 	 	(11.1(B)(ii))**	 	 
	 
	 	 	 	 	 	 	 	 
	11.1(B)(i)

	 	Consolidated EBITDA:
	 	B
	 	>1.25:1	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Consolidated Debt Service
	 	C	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	11.1(C)

	 	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
	 

	 	 	 	 	 	 	 	 





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For and on behalf of NCL CORPORATION LTD.




	 	 	 
	 

[              ]

	 	 





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




	 	 	 
	 

[           ]
Chief Financial Officer
NCL CORPORATION LTD.

	 	 
	 
	Dated:

	 	20[ ]








 




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






19