EX-10.4



 Exhibit 10.4 
 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 

DATED 1 JUNE 2012 
 NCL CORPORATION LTD. 
 (as borrower) 

NORWEGIAN PEARL, LTD. 
 NORWEGIAN GEM, LTD. 
 (as guarantors) 

NCL INTERNATIONAL LTD. 
 (as shareholder) 
 NCL (BAHAMAS) LTD. 

(as manager) 
 THE SEVERAL BANKS 
 (particulars of which are set out in Schedule 1)

 (as lenders) 
 DNB BANK ASA 
 (as agent) 

DNB BANK ASA 
 (as security agent) 
 COMMERZBANK AKTIENGESELLSCHAFT 

(as Lower Saxony guarantee agent) 
  

 
 FIFTH
SUPPLEMENTAL DEED TO 
 UP TO EUR624,000,000 
 REVOLVING LOAN FACILITY AGREEMENT 
 dated 7 October 2005 (as
previously amended and/or restated) 
  

 
  





 







 CONTENTS 

 

							
	 	 	 	  	Page	 
			
	1	 	 Definitions and Construction
	  	 	2	  
			
	2	 	 Amendment and/or Restatement of Original Facility Agreement and Other Security Documents
	  	 	2	  
			
	3	 	 Conditions Precedent
	  	 	3	  
			
	4	 	 Representations and Warranties
	  	 	6	  
			
	5	 	 Fee and Expenses
	  	 	7	  
			
	6	 	 Further Assurance
	  	 	8	  
			
	7	 	 Counterparts
	  	 	8	  
			
	8	 	 Notices
	  	 	8	  
			
	9	 	 Governing Law
	  	 	9	  
			
	10	 	 Jurisdiction
	  	 	9	  
			
	Schedule 1	 	 Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, Restructuring Trustee and Lenders
	  	 	17	  
			
	Schedule 2	 	 Facility Agreement
	  	 	21	  








 FIFTH SUPPLEMENTAL DEED 
 DATED 1 JUNE 2012 
 BETWEEN: 

 

	(1)	NCL CORPORATION LTD. a company incorporated in and existing under the laws of Bermuda with its registered office at Cumberland House, 9th Floor, 1 Victoria
Street, Hamilton HM 11, Bermuda as borrower (the “Borrower”); 

  

	(2)	NORWEGIAN PEARL, LTD. and NORWEGIAN GEM, LTD. each being a company incorporated in and existing under the laws of Bermuda with its registered office at
Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda as guarantors (collectively the “Guarantors” and each individually a “Guarantor”); 


 

	(3)	NCL INTERNATIONAL LTD. a company incorporated under the laws of Bermuda and having its registered office at Cumberland House, 9th Floor, 1 Victoria Street,
Hamilton HM 11, Bermuda as shareholder (the “Shareholder”); 

  

	(4)	NCL (BAHAMAS) LTD. a company incorporated in and existing under the laws of Bermuda with its registered office at Cumberland House, 9th Floor, 1 Victoria Street,
Hamilton HM 11, Bermuda as manager (the “Manager”); 

  

	(5)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a
“Lender”); and 

  

	(6)	DNB BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Lenders (the “Agent”); 


 

	(7)	COMMERZBANK AKTIENGESELLSCHAFT of Domstrasse 18, 20095 Hamburg, Federal Republic of Germany as German State of Lower Saxony agent (the “Lower Saxony
Guarantee Agent”); and 

  

	(8)	DNB BANK ASA of Stranden 21, NO-0021 Oslo, Norway as security agent (the “Security Agent”). 


WHEREAS: 
  

	(A)	By a secured loan facility agreement dated 7 October 2005 as amended and/or restated by a first supplemental deed dated 13 November 2006, a second
supplemental deed dated 21 December 2007, a third supplemental deed dated 2 April 2009 and a fourth supplemental deed dated 22 July 2010 (together the “Original Facility Agreement”) made between (among others)
(1) the Borrower as borrower (2) the Lenders as lenders (3) the Agent as agent and (4) the Lower Saxony Guarantee Agent as agent, the Lenders agreed to make available to the Borrower a revolving loan facility of up to six hundred
and twenty four million euro (EUR624,000,000) or the equivalent in Dollars (the “Facility”) in two (2) tranches. The repayment of the Facility by the Borrower has been secured by (among other things) guarantees and indemnities
dated 28 November 2006 and 1 October 2007 granted by the Guarantors respectively. 

  

	(B)	 The Borrower has requested the consent of the Lenders, the Agent and the Lower Saxony Guarantee Agent to (i) the purchase of the vessel [*] (the
“Sky Vessel”) from [*] (the “Sky Vessel Seller”) for an amount of up to [*] (the “Sky Vessel Purchase Price”) and 










	 	
the amendment of clause 10.9 (Purchases and investments) of the Original Facility Agreement to permit the purchase of [*] other vessels in addition to the Sky Vessel and after the
cancellation, prepayment and/or repayment of the Total Delayed Principal Amount, to remove the restriction on purchasing vessels (ii) amend the restrictions in the Original Facility Agreement on incurring Permitted Indebtedness to allow for the
acquisition of the Sky Vessel and such [*] other vessels and utilisation of an amount of up to [*] for general corporate purposes and, after the cancellation, prepayment and/or repayment of the Total Delayed Principal Amount, to remove such
restrictions (iii) amend clause 10.26 (Hedging) of the Original Facility Agreement to remove the restriction on hedging counterparties and (iv) amend clause 10.14 (Subordination of indebtedness) of the Original Facility
Agreement to exempt the indebtedness incurred for financing the Sky Vessel from the subordination arrangements contained in such clause. 

  

	(C)	The consent of the Lenders, the Agent and the Lower Saxony Guarantee Agent is given in respect of the above matters on the terms of this fifth supplement to the
Original Facility Agreement (this “Deed”) which 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 Original Facility Agreement shall have the meanings set out therein. In addition, the following terms and expressions shall
have the meanings set out below: 

 “Facility Agreement” means the Original Facility Agreement as
amended and restated by this Deed and as set out in Schedule 2; 
 “New Process Agent” means EC3 Services
Limited whose registered office is presently at The St Botolph Building, 138 Houndsditch, London EC3A 7AR; 
 “Sky
Vessel Purchase Price Terms” means the terms on which the Sky Vessel Purchase Price (and interest thereon and other fees, costs and expenses) will be payable by [*] to the Sky Vessel Seller for the Sky Vessel as reflected by the agreement
referred to in Clause 3.1.3; 
 “Third Restatement Date” means the date on which the conditions precedent set
out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2; and 

“Total Sky Vessel and Breakaway 3 Prepayment Amount” means [*]. 

 

	 	1.2	The provisions of clauses 1.2, 1.3, 1.4 and 1.5 of the Facility Agreement shall apply hereto (mutatis mutandis). 


 

	2	Amendment and/or Restatement of Original Facility Agreement and Other Security Documents 


 

	 	2.1	 Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Third Restatement Date, the Original Facility Agreement
shall be 



  
 2 









	 	
amended and restated to read in accordance with the amended and restated facility agreement as set out in Schedule 2 and (as so amended and restated) will continue to be binding upon each of the
parties thereto in accordance with its terms as so amended and restated. 

  

	 	2.2	The Borrower and each of the Guarantors, the Shareholder and the Manager hereby confirms to the Lenders, the Agent, the Security Agent and the Lower Saxony Guarantee
Agent that with effect from the Third Restatement Date: 

  

	 	2.2.1	all references to the Original Facility Agreement in the other Security Documents shall be construed as references to the Facility Agreement and all terms used in such
Security Documents whose meanings are defined by reference to the Original Facility Agreement shall be defined by reference to the Facility Agreement; 

  

	 	2.2.2	the Security Documents shall apply to, and extend to secure, the whole of the Outstanding Indebtedness, as defined in clause 1.1 of the Facility Agreement, until it has
been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent; 

  

	 	2.2.3	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 in particular but without limitation by the granting of time to the Borrower under the Original Facility Agreement; and 


 

	 	2.2.4	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
Facility Agreement and the other Security Documents as amended by this Deed. 

  

	 	2.3	The Manager hereby acknowledges and, to the extent necessary, agrees to comply with the terms of clause 10.27 of the Facility Agreement. 


 

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


 

	3	Conditions Precedent 

  

	 	3.1	The amendment and restatement of the Original Facility Agreement provided for in Clause 2 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	prior to the date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase
Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Facility Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered
at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Borrower by email; 


  
 3 









	 	3.1.2	on the date of this Deed: 

  

	 	(a)	one (1) counterpart of this Deed duly executed by the parties hereto; 


 

	 	(b)	a written confirmation from the New Process Agent that it will act for the Borrower, each of the Guarantors, the Shareholder, the Manager and the owners of the Hermes
Vessels (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; 

  

	 	(c)	evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and


  

	 	(d)	the following corporate documents in respect of each of the Relevant Parties: 


 

	 	(i)	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 any document to be executed pursuant hereto 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; 

  

	 	(ii)	a notarially attested secretary’s certificate of each of the Relevant Parties: 


 

	 	(1)	attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the
entering into of the transactions contemplated in this Deed; 

  

	 	(2)	giving the names of its present officers and directors; 

  

	 	(3)	setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant
Party’s obligations under this Deed; 

  

	 	(4)	giving the legal owner of its shares and the number of such shares held; 

  

	 	(5)	 attaching copies of resolutions passed at duly convened meetings of the directors and, if required




  
 4 









	 	
by the Agent, the shareholders 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


  

	 	(6)	containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; 


or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last
provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders
of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and 

 

	 	(iii)	the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 


 

	 	3.1.3	a Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian
Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the form provided to the Agent on 24 May
2012; 

  

	 	3.1.4	a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Third Guarantees duly executed by the owners of the Hermes Vessels;


  

	 	3.1.5	a written confirmation from the Lower Saxony Guarantee Agent that the notarially attested and apostilled written consent of the German State of Lower Saxony obtained in
relation to the amendments to the Original Facility Agreement contemplated by this Deed is either (a) unconditional or (b) conditional but any such condition has been satisfied by the terms of the amendments to the Original Facility
Agreement contemplated by this Deed; 

  

	 	3.1.6	evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in
the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by the Total Sky Vessel and Breakaway 3 Prepayment Amount; 


 

	 	3.1.7	evidence that all the conditions precedent to the amendment and restatement of each facility agreement and, if applicable, guarantee in respect of each NCLC Group
Credit Facility have been satisfied; and 

  

	 	3.1.8	agreement to the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and the United States of America and England
in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law, 


  
 5 








 PROVIDED THAT no Event of Default has occurred and is continuing on the Third
Restatement Date (subject to Clause 3.2). 
  

	 	3.2	If the Agent in accordance with clause 20.3 of the Original Facility Agreement decides to permit the amendment and restatement of the Original Facility Agreement 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 Agent within fourteen (14) days of the Third Restatement Date (or such
other period as the Agent may stipulate) and the amendment and restatement of the Original Facility Agreement 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 Security Agent, the Lower Saxony Guarantee Agent or the Lenders any obligation to permit the amendment and restatement in the absence of such documents or evidence. 


 

	4	Representations and Warranties 

  

	 	4.1	The Borrower, each of the Guarantors, the Shareholder and the Manager represents and warrants to the Lenders, the Agent, the Security Agent and the Lower Saxony
Guarantee Agent that: 

  

	 	4.1.1	it has the power to enter into and perform this Deed and the transactions and documents contemplated hereby and has taken all necessary action to authorise the entry
into and performance of this Deed and such transactions and documents; 

  

	 	4.1.2	this Deed constitutes and each other document contemplated hereby to which it is a party will, when executed, constitute 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 and documents 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 and documents contemplated hereby and thereby will not render invalid, void or voidable any security granted by it to
the Agent or the Security Agent; 

  
 6 









	 	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 Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee Agent in deciding whether or not to enter into this Deed. 

  

	5	Fee and Expenses 

  

	 	5.1	The Borrower shall pay to each of the Lenders on the date of this Deed a non-refundable handling/work fee of [*] provided that a Lender which is the provider of any
other loan or other facility to the Borrower or any other member of the NCLC Group shall only be entitled to receive one (1) such fee of [*]. Notwithstanding any provision of this Deed, the Original Facility Agreement or the Facility Agreement
to the contrary, no Lender shall be required to share with the other Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee Agent any such handling/work fee received. 


 

	 	5.2	The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Lower Saxony Guarantee Agent and the Security Agent on demand of the Agent
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 Lower Saxony
Guarantee Agent and/or the Security Agent in respect of, or in connection with, the negotiation, preparation, printing, execution and registration of this Deed and any other documents required in connection with the implementation of this Deed.


  

	 	5.3	The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Lower Saxony Guarantee Agent, the Security Agent and the Lenders on demand
of the Agent on a full indemnity basis for all 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 Lower Saxony
Guarantee Agent, the Security Agent and/or the Lenders in respect of, or in connection with, the enforcement of, or the preservation of any rights under, this Deed. 


  
 7 









	6	Further Assurance 

 The
Borrower, each of the Guarantors, the Shareholder and the Manager 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 as the Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee
Agent the full benefit of the rights, powers and remedies conferred upon the Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee Agent in any such document. 

 

	7	Counterparts 

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

	8	Notices 

  

	 	8.1	Any notice, demand or other communication (unless made by telefax) to be made or delivered to the Borrower, a Guarantor, the Shareholder and/or the Manager pursuant to
this Deed shall (unless the Borrower, the Guarantor, the Shareholder or the Manager has by fifteen (15) days’ written notice to the Agent or the Lower Saxony Guarantee Agent (as the case may be) specified another address) be made or
delivered to the Borrower, the Guarantor, the Shareholder and/or the Manager at/c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department)
(but one (1) copy shall suffice). Any notice, demand or other communication to be made or delivered by the Borrower, a Guarantor, the Shareholder or the Manager pursuant to this Deed shall (unless the Agent or the Lower Saxony Guarantee Agent
(as the case may be) has by fifteen (15) days’ written notice to the Borrower, the Guarantor, the Shareholder or the Manager specified another address) be made or delivered to the Agent or the Lower Saxony Guarantee Agent at its Lending
Branch, the details of which are set out in Schedule 1. 

  

	 	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, the Guarantors, the Shareholder and the Manager is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) and in the case of
the Agent and the Lower Saxony Guarantee Agent is as recorded in Schedule 1) 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 Lower Saxony Guarantee Agent by the Borrower, a Guarantor, the Shareholder or the Manager, shall be signed by the person or persons authorised in writing by the Borrower, the Guarantor, the
Shareholder or the Manager (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 Lower Saxony Guarantee Agent (as the case may be) to the Borrower, the Guarantor, the Shareholder and the Manager.


  

	 	8.3	The provisions of clauses 21.1, 21.5 and 21.6 of the Original Facility Agreement shall apply to this Deed. 


  
 8 









	9	Governing Law 

 This Deed
and any non-contractual obligations arising from or in connection with it shall be governed by English law. 
  

	10	Jurisdiction 

  

	 	10.1	The courts of England have exclusive jurisdiction to settle any dispute: 

  

	 	10.1.1	arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or 


 

	 	10.1.2	relating to any non-contractual obligations arising from or in connection with this Deed, 


(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 Lenders,
the Agent, the Security Agent and the Lower Saxony Guarantee Agent only. As a result, no such party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions. 
  

	 	10.2	None of the Borrower, the Guarantors, the Shareholder or the Manager may, without the Agent’s prior written consent, terminate the appointment of the New Process
Agent; if the New Process Agent resigns or its appointment ceases to be effective, the Borrower, the Guarantors, the Shareholder and/or the Manager (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, the Guarantors’, the Shareholder’s and/or the Manager’s (as the case may be) process agent with unconditional authority to receive and acknowledge service on
behalf of the Borrower, the Guarantors, the Shareholder and/or the Manager 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, the Borrower, each of the Guarantors, the Shareholder and the Manager 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, the Security Agent or any Lender) to act as the
Borrower’s, that Guarantor’s, the Shareholder’s or the Manager’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, the Guarantors, the Shareholder or
the Manager (as the case may be) of the service of any process or to forward any process to the Borrower, the Guarantors, the Shareholder or the Manager (as the case may be)) shall invalidate any proceedings or judgment. 


  
 9 









	 	10.5	The Borrower, each of the Guarantors, the Shareholder and the Manager appoints in the case of the courts of England the New 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, the Guarantors, the
Shareholder and/or the Manager (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 Security Agent, the Lower Saxony Guarantee Agent or the Lenders 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.


 IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first
before written. 
  

					
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Micha Withoft	  	 )
 )
/s/ Micha Withoft

	Attorney-in-Fact	  
	for and on behalf of	  	)	  	
	NCL CORPORATION LTD.	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	


  
 10 










					
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Micha Withoft	  	)	  	
	Attorney-in-Fact	  	) /s/ Micha Withoft
	for and on behalf of	  	)	  	
	NORWEGIAN PEARL, LTD.	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Micha Withoft	  	)	  	
	Attorney-in-Fact	  	) /s/ Micha Withoft
	for and on behalf of	  	)	  	
	NORWEGIAN GEM, LTD.	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Micha Withoft	  	)	  	
	Attorney-in-Fact	  	) /s/ Micha Withoft
	for and on behalf of	  	)	  	
	NCL INTERNATIONAL LTD.	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	


  
 11 










					
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Micha Withoft	  	)	  	
	Attorney-in-Fact	  	) /s/ Micha Withoft
	for and on behalf of	  	)	  	
	NCL (BAHAMAS) LTD.	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Jennifer Ashford	  	)	  	
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)	  	
	COMMERZBANK AKTIENGESELLSCHAFT	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Jennifer Ashford	  	)	  	
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)	  	
	DNB BANK ASA	  	)	  	
	as a Lender, the Agent and the Security Agent	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	


  
 12 










					
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Jennifer Ashford	  	)	  	
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)	  	
	KFW IPEX-BANK GMBH	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Jennifer Ashford	  	)	  	
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)	  	
	NORDDEUTSCHE LANDESBANK	  	)	  	
	GIROZENTRALE	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	
			
	SIGNED SEALED and DELIVERED as a DEED	  	)	  	
	by Jennifer Ashford	  	)	  	
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)	  	
	NORDEA BANK NORGE ASA	  	)	  	
	in the presence of: /s/ Anthony Pitt	  	)	  	
	Anthony Pitt	  		  	
	Trainee Solicitor	  		  	
	Stephenson Harwood LLP	  		  	
	1 Finsbury Circus	  		  	
	London EC2M 7SH	  		  	


  
 13 










			
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	BANK OF SCOTLAND PLC	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	
		
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	UNICREDIT BANK AG	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	
		
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	DEUTSCHE SCHIFFSBANK	  	)
	AKTIENGESELLSCHAFT, Bremen and Hamburg	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	


  
 14 










			
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	FOKUS BANK	  	)
	(being the Norwegian branch of Danske Bank A/S)	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	
		
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	HSH NORDBANK AG	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	
		
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	SKANDINAVISKA ENSKILDA BANKEN	  	)
	AB (publ)	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	


  
 15 










			
	SIGNED SEALED and DELIVERED as a DEED	  	)
	by Jennifer Ashford	  	)
	Attorney-in-Fact	  	) /s/ Jennifer Ashford
	for and on behalf of	  	)
	COMMERZBANK AKTIENGESELLSCHAFT	  	)
	as the Lower Saxony Guarantee Agent	  	)
	in the presence of: /s/ Anthony Pitt	  	)
	Anthony Pitt	  	
	Trainee Solicitor	  	
	Stephenson Harwood LLP	  	
	1 Finsbury Circus	  	
	London EC2M 7SH	  	


  
 16 









 Schedule 1 
 Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, 

Restructuring Trustee and Lenders 
 Name and Address 
 Agent, Security Agent and Restructuring Trustee 

DNB BANK ASA 
 Stranden 21 

NO-0021 Oslo 
 Norway 

 

			
	Fax:	  	+47 22 482894
	Attn:	  	Ms Marie Therese Zwilgmeyer

 Lower Saxony Guarantee Agent 
 COMMERZBANK AKTIENGESELLSCHAFT 
 Domstrasse 18 

20095 Hamburg 
 Germany 

 

			
	Fax:	  	+49 40 37699 649
	Attn:	  	Mr Marcus Weber/Mr Fabian Francke
	Email:	  	shipfinance@commerzbank.com/
		  	marcus.weber@commerzbank.com/
		  	fabian.francke@commerzbank.com

 Restructuring Trustee 
 DNB BANK ASA 
 Stranden 21 
 NO-0021 Oslo 
 Norway 

 

			
	Fax:	  	+47 22 482894
	Attn:	  	Ms Marie Therese Zwilgmeyer


  
 17 









 Lenders 
 Name and Address 
 COMMERZBANK AKTIENGESELLSCHAFT 

Domstrasse 18 
 20095 Hamburg 

Germany 
  

			
	Fax:	  	+49 40 37699 649
	Attn:	  	Mr Marcus Weber/Mr Fabian Francke
	Email:	  	shipfinance@commerzbank.com/
		  	marcus.weber@commerzbank.com/
		  	fabian.francke@commerzbank.com

 DNB BANK ASA 
 Stranden 21 
 NO-0021 Oslo 
 Norway 
  

			
	Fax:	  	+47 22 482894
	Attn:	  	Mrs Amra Koluder (credit matters)
	Email:	  	amra.koluder@dnb.no
	Attn:	  	Ms Marie Therese Zwilgmeyer (administration matters)
	Email:	  	creditmiddleoffice@dnb.no

 KFW IPEX-BANK GMBH 
 Palmengartenstrasse 5-9 
 60325 Frankfurt am Main 

Germany 
  

			
	Fax:	  	+49 69 7431 3768/2944
	Attn:	  	Mr Josef Schmid/Ms Claudia Wenzel
	Email:	  	josef.schmid@kfw.de/claudia.wenzel@kfw.de

 NORDDEUTSCHE LANDESBANK GIROZENTRALE 
 Friedrichswall 10 
 30159 Hannover 
 Germany 
  

			
	Fax:	  	+49 511 361 4785
	Attn:	  	Ship and Aircraft Department - International Shipping Group
	Email:	  	shipping@nordlb.de


  
 18 









 Name and Address 
 NORDEA BANK NORGE ASA 
 Middelthuns gate 17 

Oslo 
 P O Box 1166 Sentrum 

NO-0107 Oslo 
 Norway 

 

			
	Fax:	  	+47 22 484278
	Attn:	  	Mr Arne Berglund
	Email:	  	arne.berglund@nordea.com

 BANK OF SCOTLAND PLC 
 Marine Finance 
 Second Floor 
 New Uberior House 
 11 Earl Grey Street 
 Edinburgh EH3 9BN 
 Scotland 

 

			
	Fax:	  	+44 131 659 1194
	Attn:	  	Douglas Newton/Russell Parker
	Email:	  	douglas_newton@bankofscotland.co.uk

 UNICREDIT BANK AG 
 Neuer Wall 64 
 20354 Hamburg 
 Germany 
  

			
	Fax:	  	+49 89 378-43315
	Attn:	  	Mr Scott Obeck
	Email:	  	scott.obeck@unicreditgroup.de
	Fax:	  	+49 89 378-3348912
	Attn:	  	Mr Mark Young
	Email:	  	mark.young@unicreditgroup.de

 DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT 
 Bremen and Hamburg 
 (now known as Commerzbank Aktiengesellschaft) 

Domstrasse 18 
 20095 Hamburg 

Germany 
  

			
	Fax:	  	+49 40 37699 649
	Attn:	  	Mr Marcus Weber/Mr Fabian Francke
	Email:	  	shipfinance@commerzbank.com/
		  	marcus.weber@commerzbank.com/
		  	fabian.francke@commerzbank.com


  
 19 









 Name and Address 
 FOKUS BANK 
 (being the Norwegian branch of Danske Bank A/S) 

Stortingsgaten 6 
 P O Box 1170 Sentrum

 NO-0107 Oslo 
 Norway 

 

			
	Fax:	  	+47 85 407990
	Attn:	  	Mr Tore Thorlacius Braein/Ms Ida Iselin Vestbakken
	Email:	  	tore.braein@danskebank.com/idve@danskebank.com

 HSH NORDBANK AG 
 Gerhart-Hauptmann-Platz 50 
 20095 Hamburg 
 Germany 
  

			
	Fax:	  	+49 40 3333 611932
	Attn:	  	Mr Volker Werner
	Email:	  	volker.werner@hsh-nordbank.com
		
	Fax:	  	+1 212 407 6008
	Attn:	  	Ms Frauke Hay
	Email:	  	frauke.hay@hsh-nordbank.com

 SKANDINAVISKA ENSKILDA BANKEN AB (publ) 
 Kungsträdgårdsgatan 8 
 SE-106 40 Stockholm 

Sweden 
  

			
	Fax:	  	+44 20 7236 5144
	Attn:	  	Mr Scott Lewallen/Mr Malcolm Stonehouse
	Email:	  	scott.lewallen@seb.co.uk/
		  	malcolm.stonehouse@seb.co.uk


  
 20 









 Schedule 2 
 Facility Agreement 

  
 21 









 DATED 7 OCTOBER 2005 

NCL CORPORATION LTD. 
 (as borrower) 
 DNB BANK ASA 

NORDEA BANK NORGE ASA 
 (as lead arrangers) 
 COMMERZBANK AKTIENGESELLSCHAFT 

KfW 

NORDDEUTSCHE LANDESBANK GIROZENTRALE 
 (as co-arrangers) 
 THE SEVERAL BANKS 

particulars of which are set out in Schedule 1 
 (as original lenders) 
 DNB BANK ASA 

(as agent) 

COMMERZBANK AKTIENGESELLSCHAFT 
 (as Lower Saxony guarantee agent) 
  

 
 UP TO
EUR624,000,000 
 REVOLVING LOAN FACILITY AGREEMENT 

AS AMENDED AND RESTATED PURSUANT TO 
 A SUPPLEMENTAL DEED 
 DATED
                     2012 
  

 
  





 







 CONTENTS 

 

									
	 	  	 	  	 	  	Page	 
			
	 1
	  	 Definitions and Construction
	  	 	1	  
		  	 1.1
	  	 Definitions
	  	 	1	  
		  	 1.2
	  	 Construction
	  	 	28	  
		  	 1.3
	  	 Agent
	  	 	29	  
		  	 1.4
	  	 Lower Saxony Guarantee Agent
	  	 	29	  
		  	 1.5
	  	 Third party rights
	  	 	29	  
			
	 2
	  	 The Facility
	  	 	29	  
		  	 2.1
	  	 Availability
	  	 	29	  
		  	 2.2
	  	 Purpose and Application
	  	 	30	  
		  	 2.3
	  	 Drawdown
	  	 	30	  
		  	 2.4
	  	 Break costs
	  	 	31	  
		  	 2.5
	  	 Conditions of drawdown
	  	 	31	  
		  	 2.6
	  	 Several obligations of the Lenders
	  	 	31	  
		  	 2.7
	  	 Lender’s failure to perform
	  	 	32	  
		  	 2.8
	  	 Fulfilment of conditions after drawdown
	  	 	32	  
		  	 2.9
	  	 Conditions subsequent
	  	 	32	  
			
	 3
	  	 Currency Option
	  	 	32	  
		  	 3.1
	  	 Selection of Dollars
	  	 	32	  
		  	 3.2
	  	 Conversion
	  	 	32	  
		  	 3.3
	  	 Conditions and restrictions to conversion
	  	 	33	  
		  	 3.4
	  	 Repayment in same currency
	  	 	33	  
		  	 3.5
	  	 Exercise of currency option
	  	 	33	  
		  	 3.6
	  	 No prepayment
	  	 	34	  
		  	 3.7
	  	 No discharge
	  	 	34	  
			
	 4
	  	 Repayment, Reduction, Cancellation and Prepayment of the Facility
	  	 	34	  
		  	 4.1
	  	 Repayment
	  	 	34	  
		  	 4.2
	  	 Scheduled reductions of Commitments to a Tranche
	  	 	34	  
		  	 4.3
	  	 Sale or Total Loss of a Vessel: mandatory cancellation
	  	 	35	  
		  	 4.4
	  	 Amounts payable on prepayment
	  	 	35	  
		  	 4.5
	  	 Notice of prepayment
	  	 	36	  
		  	 4.6
	  	 Voluntary cancellation of Commitments to a Tranche
	  	 	36	  
		  	 4.7
	  	 Additional partial cancellation
	  	 	37	  
		  	 4.8
	  	 Prepayment during Term
	  	 	37	  
		  	 4.9
	  	 Mandatory cancellation in case of illegality
	  	 	37	  
		  	 4.10
	  	 Voluntary cancellation following imposition of Substitute Basis
	  	 	38	  
		  	 4.11
	  	 Cancellation in case of Total Loss of a Vessel
	  	 	38	  
		  	 4.12
	  	 Cancellation in case of sale of a Vessel
	  	 	38	  
		  	 4.13
	  	 Cancellation in case of non-delivery of a Vessel
	  	 	39	  
		  	 4.14
	  	 Cancellation in case of reduction in the Owners’ Supply Costs
	  	 	39	  
		  	 4.15
	  	 Mandatory cancellation in case of cash sweep or special liquidity
	  	 	39	  
		  	 4.16
	  	 No cancellation
	  	 	40	  









									
	 5
	  	 Interest
	  	 	41	  
		  	 5.1
	  	 Payment of interest
	  	 	41	  
		  	 5.2
	  	 Selection and duration of Interest Periods
	  	 	42	  
		  	 5.3
	  	 No notice and unavailability
	  	 	42	  
		  	 5.4
	  	 Extension and shortening of Interest Periods
	  	 	42	  
		  	 5.5
	  	 Interest Rate
	  	 	42	  
		  	 5.6
	  	 Bank basis
	  	 	42	  
		  	 5.7
	  	 Default interest
	  	 	43	  
			
	 6
	  	 Substitute Basis of Funding
	  	 	43	  
		  	 6.1
	  	 Absence of quotations
	  	 	43	  
		  	 6.2
	  	 Market disruption
	  	 	43	  
		  	 6.3
	  	 Substitute basis of interest or funding
	  	 	44	  
		  	 6.4
	  	 Review
	  	 	44	  
			
	 7
	  	 Payments
	  	 	44	  
		  	 7.1
	  	 Place for payment
	  	 	44	  
		  	 7.2
	  	 Deductions and grossing-up
	  	 	45	  
		  	 7.3
	  	 Production of receipts for Taxes
	  	 	45	  
		  	 7.4
	  	 Currency of account
	  	 	46	  
		  	 7.5
	  	 Money of account
	  	 	46	  
		  	 7.6
	  	 Accounts
	  	 	47	  
		  	 7.7
	  	 Earnings
	  	 	47	  
		  	 7.8
	  	 Continuing security
	  	 	47	  
		  	 7.9
	  	 Mitigation
	  	 	47	  
			
	 8
	  	 Yield Protection and Force Majeure
	  	 	48	  
		  	 8.1
	  	 Increased costs
	  	 	48	  
		  	 8.2
	  	 Force majeure
	  	 	49	  
			
	 9
	  	 Representations and Warranties
	  	 	50	  
		  	 9.1
	  	 Duration
	  	 	50	  
		  	 9.2
	  	 Representations and warranties
	  	 	50	  
			
	 10
	  	 Undertakings
	  	 	55	  
		  	 10.1
	  	 Duration
	  	 	55	  
		  	 10.2
	  	 Information
	  	 	55	  
		  	 10.3
	  	 Financial Undertakings
	  	 	56	  
		  	 10.4
	  	 Dividends
	  	 	58	  
		  	 10.5
	  	 Notification of default
	  	 	59	  
		  	 10.6
	  	 Consents and registrations
	  	 	59	  
		  	 10.7
	  	 Negative pledge
	  	 	59	  
		  	 10.8
	  	 Disposals
	  	 	60	  
		  	 10.9
	  	 Purchases and investments
	  	 	60	  
		  	 10.10
	  	 Change of name or business
	  	 	61	  
		  	 10.11
	  	 Mergers
	  	 	61	  
		  	 10.12
	  	 Maintenance of status and franchises
	  	 	62	  
		  	 10.13
	  	 Financial records
	  	 	62	  
		  	 10.14
	  	 Subordination of indebtedness
	  	 	62	  
		  	 10.15
	  	 Guarantees
	  	 	63	  









									
		  	 10.16
	  	 Further assurance
	  	 	63	  
		  	 10.17
	  	 Valuation of the Vessels
	  	 	63	  
		  	 10.18
	  	 Marginal security
	  	 	64	  
		  	 10.19
	  	 Financial year end
	  	 	64	  
		  	 10.20
	  	 Maintenance and insurance
	  	 	65	  
		  	 10.21
	  	 Lower Saxony Guarantees
	  	 	65	  
		  	 10.22
	  	 Vessels
	  	 	65	  
		  	 10.23
	  	 Cash sweep
	  	 	65	  
		  	 10.24
	  	 Special liquidity
	  	 	66	  
		  	 10.25
	  	 Chartering
	  	 	67	  
		  	 10.26
	  	 Hedging
	  	 	68	  
		  	 10.27
	  	 Exceptional prepayments
	  	 	68	  
		  	 10.28
	  	 Equity contribution
	  	 	69	  
		  	 10.29
	  	 Indebtedness for Borrowed Money
	  	 	69	  
		  	 10.30
	  	 Pro rata revolver prepayments
	  	 	69	  
		  	 10.31
	  	 Permitted Indebtedness for acquisition of vessels
	  	 	69	  
			
	 11
	  	 Rights of the Agent and the Lenders
	  	 	70	  
		  	 11.1
	  	 No derogation of rights
	  	 	70	  
		  	 11.2
	  	 Enforcement of remedies
	  	 	70	  
			
	 12
	  	 Default
	  	 	70	  
		  	 12.1
	  	 Events of default
	  	 	70	  
		  	 12.2
	  	 Acceleration
	  	 	76	  
		  	 12.3
	  	 Default indemnity
	  	 	77	  
		  	 12.4
	  	 Set off
	  	 	78	  
		  	 12.5
	  	 Master Agreement rights
	  	 	78	  
			
	 13
	  	 Application of Funds
	  	 	78	  
		  	 13.1
	  	 Total Loss proceeds/proceeds of sale
	  	 	78	  
		  	 13.2
	  	 General funds/Event of Default monies
	  	 	80	  
		  	 13.3
	  	 Application of proceeds of Insurances
	  	 	82	  
		  	 13.4
	  	 Suspense account
	  	 	82	  
			
	 14
	  	 Fees
	  	 	82	  
		  	 14.1
	  	 Commitment fee
	  	 	82	  
		  	 14.2
	  	 Other fees
	  	 	83	  
		  	 14.3
	  	 Lower Saxony Guarantee fee
	  	 	83	  
		  	 14.4
	  	 Back-end fee
	  	 	84	  
			
	 15
	  	 Expenses
	  	 	84	  
		  	 15.1
	  	 Initial expenses
	  	 	84	  
		  	 15.2
	  	 Enforcement expenses
	  	 	84	  
		  	 15.3
	  	 Stamp duties
	  	 	84	  
		  	 15.4
	  	 Steering Committee expenses
	  	 	85	  
		  	 15.5
	  	 Amendment, addendum or supplement expenses
	  	 	85	  
			
	 16
	  	 Waivers, Remedies Cumulative
	  	 	85	  
		  	 16.1
	  	 No waiver
	  	 	85	  
		  	 16.2
	  	 Remedies cumulative
	  	 	85	  









									
		  	 16.3
	  	 Severability
	  	 	85	  
		  	 16.4
	  	 Time of essence
	  	 	85	  
			
	 17
	  	 Counterparts
	  	 	86	  
			
	 18
	  	 Changes to the Lenders
	  	 	86	  
		  	 18.1
	  	 Assignments and transfers by the Lenders
	  	 	86	  
		  	 18.2
	  	 Conditions of assignment or transfer
	  	 	86	  
		  	 18.3
	  	 Assignment or transfer fee
	  	 	87	  
		  	 18.4
	  	 Limitation of responsibility of Existing Lenders
	  	 	87	  
		  	 18.5
	  	 Procedure for transfer
	  	 	88	  
		  	 18.6
	  	 Copy of Transfer Certificate to Borrower
	  	 	89	  
		  	 18.7
	  	 Disclosure of information
	  	 	89	  
		  	 18.8
	  	 Borrower’s co-operation
	  	 	90	  
			
	 19
	  	 Changes to the Borrower
	  	 	90	  
			
	 20
	  	 Reference Banks, Agent, Lower Saxony Guarantee Agent and Steering Committee
	  	 	90	  
		  	 20.1
	  	 Reference Banks
	  	 	90	  
		  	 20.2
	  	 Decision making
	  	 	90	  
		  	 20.3
	  	 The Agent and the Lower Saxony Guarantee Agent
	  	 	92	  
		  	 20.4
	  	 Retirement and replacement of the Agent and the Lower Saxony Guarantee Agent
	  	 	97	  
		  	 20.5
	  	 Steering Committee
	  	 	99	  
		  	 20.6
	  	 Trust
	  	 	101	  
			
	 21
	  	 Notices
	  	 	102	  
		  	 21.1
	  	 Mode of communication
	  	 	102	  
		  	 21.2
	  	 Address
	  	 	102	  
		  	 21.3
	  	 Telefax communication
	  	 	103	  
		  	 21.4
	  	 Electronic mail
	  	 	103	  
		  	 21.5
	  	 Receipt
	  	 	104	  
		  	 21.6
	  	 Language
	  	 	104	  
			
	 22
	  	 Governing Law
	  	 	104	  
			
	 23
	  	 Waiver of Immunity
	  	 	104	  
			
	 24
	  	 Jurisdiction
	  	 	105	  
		
	 Schedule 1 Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, Restructuring Trustee, Lead
Arrangers, Co-Arrangers and Original Lenders
	  	 	109	  
		
	 Schedule 2 Notice of Drawdown
	  	 	114	  
		
	 Schedule 3 Part I: Conditions Precedent
	  	 	116	  
		
	 Part II: Condition Subsequent
	  	 	122	  
		
	 Schedule 4 Confidentiality Undertaking
	  	 	123	  









									
	 Schedule 5 Transfer Certificate
	  	 	125	  
		
	 Schedule 6 Quarterly Statement of Financial Covenants
	  	 	130	  
		
	 Schedule 7 Apollo-Related Transactions
	  	 	133	  
		
	 Schedule 8 Reduction Schedules calculated using the Application of Proceeds Formulation
	  	 	144	  
		
	 Schedule 9 Reduction Schedules for the purpose of calculating the amount of the Applicable Margin
payable
	  	 	146	  
		
	 Schedule 10 Budgeted Consolidated EBITDA
	  	 	148	  
		
	 Schedule 11 Report on Bookings
	  	 	149	  








 FACILITY AGREEMENT 
 DATED 7 October 2005 (as amended and restated pursuant to a supplemental deed dated 2012) 
 BETWEEN: 
  

	(1)	NCL CORPORATION LTD. of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda as borrower (the “Borrower”);


  

	(2)	DNB BANK ASA of Stranden 21, NO-0021 Oslo, Norway and NORDEA BANK NORGE ASA of Middelthuns gate 17, NO-0107 Oslo, Norway as lead arrangers (collectively
the “Lead Arrangers” and each individually a “Lead Arranger”); 

  

	(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as co-arrangers (collectively the “Co-Arrangers” and each individually a
“Co-Arranger”); 

  

	(4)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Original Lenders” and each individually an
“Original Lender”); 

  

	(5)	DNB BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent (the “Agent”); and 


 

	(6)	COMMERZBANK AKTIENGESELLSCHAFT of Domstrasse 18, 20095 Hamburg, Federal Republic of Germany as German State of Lower Saxony agent (the “Lower Saxony
Guarantee Agent”). 

 WHEREAS: 
 The Lead Arrangers have arranged for a syndicate of international banks and/or financial institutions to provide a revolving loan facility of up to six hundred and twenty four million euro
(EUR624,000,000), subject to Clause 3, in two (2) Tranches to the Borrower on the terms and subject to the conditions set out in this Agreement to finance in part the Contract Price due to the Builder under each Building Contract or, subject to
Clause 2.2, for general corporate and working capital purposes for the Borrower and its Subsidiaries. 
 NOW IT IS HEREBY AGREED as
follows: 
  

	1	Definitions and Construction 

  

	 	1.1	Definitions 

 In this
Agreement: 
 “Account Charge” means [*] such charge to be in the form and on the terms and conditions agreed
between the [*] on the date of the Third Supplemental Deed; 
 “Account Holder” means [*], a bank acceptable to
the Majority Cash Sweep Lenders; 
 “Accounts” means the audited consolidated profit and loss account and
balance sheet (including all additional information and notes thereto) of the Borrower and its consolidated Subsidiaries together with the relative directors’ and auditors’ reports; 







 “Advance Date”, in relation to any Drawing, means the date on which that
Drawing is advanced to the Borrower pursuant to Clause 2.3 and applied in accordance with Clause 2.2; 
 “Agent’s
Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of one currency with another currency in the London foreign exchange market at or about 11.00 a.m. London time on a particular day; 

“Affiliate” means, with respect to any person, any other person controlling, controlled by or under common control with,
such person and for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as
applied to any person, means the possession, directly or indirectly, of the power to vote ten per cent (10%) or more of the securities having voting power for the election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the ownership of voting securities or by contract or otherwise; 
 “Agreement” means this agreement; 
 “Amendment
Document” means, in respect of a NCLC Group Credit Facility other than the Facility, the supplemental deed to the facility agreement and, if applicable, the guarantee of the Borrower with similar content to the Third Supplemental Deed;

 “Apollo” means the Fund and any Fund Affiliate; 

“Apollo-Related Transactions” means the transactions described in Schedule 7; 

“Apollo Transaction Documents” means the Subscription Agreement, the Shareholders’ Agreement and the Reimbursement
Agreement; 
 “Applicable Margin” means, in respect of a Drawing or the commitment fee payable pursuant to
Clause 14.1, the rate per annum set out in the table below determined on the Quotation Date for the relevant Interest Period in the case of a Drawing and on the relevant payment date in respect of the said commitment fee based on the ratio of Total
Funded Debt to Consolidated EBITDA for the period of the four (4) consecutive financial quarters ending at the end of the previous financial quarter for which the Agent has received, or should have received, accounts: 

 

					
	 Total Funded Debt / EBITDA
	  	 Applicable Margin
until the
date
falling ninety six
 (96) months after

the Signing Date
	  	
Applicable Margin
thereafter

	 >5.0
	  	One point two three seven five per cent (1.2375%)	  	One point four five per cent (1.45%)


  
 2 









					
	 Total Funded Debt / EBITDA
	  	 Applicable Margin
until the
date
falling ninety six
 (96) months after the
Signing Date
	  	
Applicable Margin
thereafter

	 <5.0 and 34.0
	  	One point nought seven five per cent (1.075%)	  	One point two eight seven five per cent (1.2875%)
	 <4.0
	  	Nought point nine five per cent (0.95%)	  	One point one six two five per cent (1.1625%)

 PROVIDED THAT: 
  

	 	(i)	the highest rate appearing in the respective column in the table above shall apply if the accounts required to determine the Applicable Margin have not been received by
the Agent; 

  

	 	(ii)	the applicable rate per annum set out in the table above shall apply to the Ordinary Principal Amount of a Tranche only and shall be increased by nought point two five
per cent (0.25%) from 1 January 2009 to 31 December 2009 inclusive and by nought point seven five per cent (0.75%) from 1 January 2010 and thereafter; 


 

	 	(iii)	the applicable rate per annum set out in the table above as amended by paragraph (ii) above and further increased by six per cent (6.0%) shall apply to the
Delayed Principal Amount of each Tranche; and 

  

	 	(iv)	the applicable Ordinary Principal Amount of a Tranche (as referred to in paragraph (ii) above) and the applicable Delayed Principal Amount of a Tranche (as
referred to in paragraph (iii) above) shall be determined by reference to Schedule 9; 

 “Application
of Proceeds Formulation” means the following formulation for the application of any amount of the Facility to be cancelled and/or prepaid pursuant to Clause 4.16: 

 

	 	(i)	pro rata between Tranche A and Tranche B, based on the Maximum Amount of the Delayed Principal Amount in each Tranche; 


 

	 	(ii)	entirely to the Delayed Principal Amount; 

  

	 	(iii)	in respect of any cancellation and/or prepayment of the Facility to be made pursuant to clause 3.1.2 of the Fourth Supplemental Deed or by way of a Relevant Exceptional
Prepayment Amount, in forward order of maturity with respect to the dates of the Revised Reductions; and 

  

	 	(iv)	 in respect of any other cancellation and/or prepayment of the Facility to be made pursuant to Clause 4.16, in forward order of maturity with respect to
the dates of the Revised Reductions, subject to the approval of 



  
 3 









	 	
all of the Lenders in respect of each such cancellation and/or prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the
Revised Reductions; 

 “Approved Stock Exchange” means the New York Stock Exchange, NASDAQ or
such other stock exchange in the United States of America as is approved in writing by the Agent (acting on the instructions of the Majority Lenders); 
 “Arrasas” means Arrasas Limited of International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB, British Isles; 

“Associated Company” in relation to any company, means any company which is a Subsidiary or Holding Company of that
company or the majority of whose shares are beneficially owned by the same person or persons as own the majority of the shares of that company; 
 “Availability Period” means the Tranche A Availability Period or the Tranche B Availability Period; 
 “Available Commitment” means, in relation to a Lender, the amount of its Commitment in respect of the Facility or a Tranche (as the case may be) less the amount of its Contribution to the
Facility or the Tranche (as the case may be); 
 “Breakaway 3” means the newbuild cruise vessel to be
constructed pursuant to the relevant Breakaway Building Contract and having not more than [*] berths than a New Vessel; 

“Breakaway 4” means the newbuild cruise vessel to be constructed pursuant to the relevant Breakaway Building Contract
and having not more than [*] berths than a New Vessel; 
 “Breakaway 4 Option” means the option to be given by
a builder to the Borrower (or the relevant member of the NCLC Group) to enter into the Breakaway Building Contract in respect of Breakaway 4; 
 “Breakaway Building Contracts” means, in respect of Breakaway 3, the shipbuilding contract to be made on or after the Third Restatement Date between a builder and a member of the NCLC
Group for the construction and delivery of Breakaway 3 and, in respect of Breakaway 4, the shipbuilding contract to be made pursuant to the Breakaway 4 Option, conditional upon the making of the Total Breakaway 4 Prepayment Amount, on or after the
Third Restatement Date between a builder and a member of the NCLC Group for the construction and delivery of Breakaway 4; 

“Budgeted Consolidated EBITDA” means the relevant amount set out in Schedule 10; 

“Builder” means Meyer Werft GmbH (formerly known as Jos. L. Meyer GmbH) of Industriegebiet Süd, 26871 Papenburg,
Federal Republic of Germany, the shipbuilder constructing the Vessels pursuant to the Building Contracts; 
 “Building
Contracts” means, in respect of Hull No S.669, the shipbuilding contract dated 24 December 2004 between the Builder, the Borrower and 

  
 4 








 
Norwegian Pearl for the construction and delivery of Hull No S.669 and Specification Hull No S.669 dated 22 November 2004 and the appendices thereto marked 1, 2, 3 and 4 and, in respect of
Hull No S.670, the shipbuilding contract dated as of 3 May 2005 between the Builder, the Borrower and Norwegian Gem for the construction and delivery of Hull No S.670 and Specification Hull No S.670 dated as of 3 May 2005 and the
appendices thereto marked 1, 2, 3 and 4; 
 “Business Day” means any day on which banks and financial markets
in London, Oslo, Frankfurt am Main and New York are open for the transaction of business of the nature contemplated by this Agreement; 
 “Cash Balance” means, at any date of determination, the unencumbered and otherwise unrestricted cash and cash equivalents of the NCLC Group; 

“Cash Sweep Bank Account” means [*]; 
 “Cash Sweep Credit Facilities” means the NCLC Group Credit Facilities other than the [*]; 
 “Cash Sweep Determination Date” means [*]; 
 “Cash Sweep
Lenders” means the lenders of the Cash Sweep Credit Facilities; 
 “Cash Sweep Payment Date” means the
date of [*]; 
 “Certified Copy” means, in relation to any document delivered or issued by or on behalf of any
company, a copy of such document certified as a true, complete and up-to-date copy of the original by any of the directors or the secretary or assistant secretary for the time being of that company; 

“Charges” means the two (2) valid and effective first priority shares charges one (1) to be executed in
respect of each of the Owners by the Shareholder as holder (legally and beneficially) of all the authorised and issued shares in the relevant Owner in favour of the Agent such charges to be in the form and on the terms and conditions agreed between
the Lenders and the Borrower and as specified in paragraph 26 of Part I of Schedule 3; 
 “Commitment”
means, as to each Original Lender, the sums set out opposite its name in Schedule 1 as the amount of each Tranche which, subject to the terms of this Agreement, it is obliged to advance to the Borrower under Clause 2 (or, where the context so
admits, such amount which any successor in title, assignee or transferee (including any Transferee) of any Original Lender or Lender shall be obliged to advance to the Borrower under Clause 2, following the assumption of all or any portion of such
liability from any Original Lender or Lender hereunder) in each case as such amount may be reduced, cancelled or terminated under this Agreement PROVIDED THAT a schedule setting out the Commitments in respect of a Tranche expressed in Dollars
shall be agreed between the Agent and the Borrower on the first Currency Conversion Date in respect of that Tranche and shall from such date be deemed to be a part of this Agreement in substitution for Schedule 1 (or any substitute therefor);

 “Commitment Period” means, in respect of a Tranche, the period beginning on the Signing Date and ending on
the earlier of the last day of the relevant Availability Period and the date on which the relevant Tranche or the Facility is cancelled hereunder; 

  
 5 








 “Compulsory Acquisition” means requisition for title or other compulsory
acquisition of a Vessel including its capture, seizure, detention or confiscation or expropriation but excluding any requisition for hire by or on behalf of any government or governmental authority or agency or by any persons acting or purporting to
act on behalf of any such government or governmental authority or agency; 
 “Confidentiality Undertaking”
means the undertaking to be entered into relating to the release of financial information pertaining to the NCLC Group by the Agent or any Lender to a potential Transferee or assignee such undertaking to be in the form of Schedule 4; 

“Confirmation” means a Confirmation exchanged or deemed to be exchanged between a Lender or its Affiliate (as the case
may be) and the Borrower as contemplated by the relevant Master Agreement; 
 “Consolidated Adjusted Total
Assets” means the NCLC Group’s total assets (based on the then latest unaudited consolidated quarterly accounts), adjusted so that each vessel in the NCLC Fleet is valued on the basis of its most recent valuation obtained in accordance
with Clause 10.17 in the case of the Vessels and the similar clause in the facility agreements in respect of the other NCLC Group Credit Facilities; 
 “Consolidated Debt Service” means, for any relevant period, the sum (without double counting), determined in accordance with US GAAP, of: 

 

	 	(i)	the aggregate principal payable or paid during such period on any Indebtedness for Borrowed Money of any member of the NCLC Group, other than: 


 

	 	(a)	principal of any such Indebtedness for Borrowed Money prepaid at the option of the relevant member of the NCLC Group or by virtue of Clause 10.22 or Clause 10.23;


  

	 	(b)	principal of any such Indebtedness for Borrowed Money prepaid upon the sale or Total Loss of any vessel owned or leased under a capital lease by any member of the NCLC
Group or under an Apollo-Related Transaction; and 

  

	 	(c)	balloon payments of any such Indebtedness for Borrowed Money payable during such period (and for the purpose of this paragraph (c) a “balloon
payment” shall not include any scheduled repayment instalment of such Indebtedness for Borrowed Money which forms part of the balloon) or under an Apollo-Related Transaction; 


 

	 	(ii)	Consolidated Interest Expense for such period; 

  

	 	(iii)	 the aggregate amount of any dividend or distribution of present or future assets, undertakings, rights or revenues to any shareholder of any member




  
 6 









	 	
of the NCLC Group (other than the Borrower or one of its wholly owned Subsidiaries) or any distribution in respect of share capital during such period (“Distributions”) other
than the tax distributions described in Clauses 10.4.1; and 

  

	 	(iv)	all rent under any capital lease obligations by which the Borrower or any consolidated Subsidiary is bound which are payable or paid during such period and the portion
of any debt discount that must be amortised in such period, 

 as calculated in accordance with US GAAP and
derived from the then latest unaudited consolidated accounts of the NCLC Group delivered to the Agent in the case of any period ending at the end of any of the first three (3) financial quarters of each financial year of the Borrower and the
then latest Accounts delivered to the Agent in the case of the final quarter of each such financial year; 

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

 

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


 

	 	(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; 


“Consolidated Interest Expense” means, for any relevant period, the consolidated interest expense (excluding capitalised
interest) of the NCLC Group for such period; 
 “Consolidated Net Income” means, for any relevant period, the
consolidated net income (or loss) of the NCLC Group for such period as determined in accordance with US GAAP; 

“Contract Prices” means, in respect of Hull No S.669, three hundred and eighty nine million euro (EUR389,000,000) being
the price agreed between the Builder, the Borrower and Norwegian Pearl for the construction of Hull No S.669 under article 8, clause 1.1 of the relevant Building Contract and, in respect of Hull No S.670, three hundred and ninety one million euro
(EUR391,000,000) being the price agreed between the Builder, the Borrower and Norwegian Gem for the construction of Hull No S.670 under article 8, clause 1.1 of the relevant Building Contract subject, in each case, to article 8, clause 1.1(ii) of
the relevant Building Contract; 
 “Contribution” means, as to each Original Lender, the portion of the sums
set out opposite its name in Schedule 1 or any substitute schedule for Schedule 1 advanced to the Borrower and for the time being outstanding; 
 “converted” means actually or notionally (as the case may require) converted by the Agent at the Agent’s Spot Rate of Exchange on the particular date for that conversion pursuant to
Clause 3, and the words “convert” and “conversion” shall be construed accordingly; 

  
 7 








 “Credit Card Processor Security Documents” means: 

 

	 	(i)	any ship mortgage and, if applicable, deed of covenants collateral thereto to be granted over a vessel in the NCLC Fleet (other than the Hermes Vessels and the F3 Two
Vessel) and the assignment(s) of the earnings and insurances of such vessel ranking junior in priority to any ship mortgage and, if applicable, deed of covenants collateral thereto, assignment and other applicable security document granted as
security for the repayment of one or more of the NCLC Group Credit Facilities; and 

  

	 	(ii)	any guarantee by the applicable shipowner (fully subordinated to any guarantees supporting the NCLC Group Credit Facilities), 


in each case in favour of one or more providers of credit card processing services to the NCLC Group; 

“Credit Support Document” means any document described as such in a Master Agreement and any other document referred to
in any such document which has the effect of creating security in favour of the Agent or the Lenders; 
 “Credit Support
Provider” means any person (other than the Borrower) described as such in a Master Agreement; 
 “Currency
Conversion Date” means the date on which a Drawing is advanced in or converted to Dollars pursuant to Clause 3.1; 

“Delayed Principal Amount” means the relevant amount set out in the fourth column of the relevant table in Schedule 8,
save that the calculation of the amount of the Applicable Margin payable from time to time in accordance with this Agreement shall be made on the relevant amount set out in the fourth column of the relevant table in Schedule 9, in each case as
reduced to reflect any relevant prepayments applied towards the Delayed Principal Amount; 
 “Delivery Date”
means the date on which a Vessel is delivered to and accepted by the relevant Owner pursuant to the relevant Building Contract which date is expected to be 8 February 2007 in respect of Hull No S.669 and 1 October 2007 in respect of Hull
No S.670; 
 “Disclosure Letter” means the letter so designated, given by the Borrower and acknowledged by the
Agent on the Signing Date and containing details of any material litigation, arbitration or administrative proceedings affecting any Obligor which have been 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); 
 “Dollar Drawing” means the principal amount of a Drawing denominated in Dollars or (as the context may require) the amount thereof for the time being drawn down and/or denominated in
Dollars and outstanding hereunder; 
 “Dollars” and “USD” means the lawful currency of
the United States of America; 

  
 8 








 “Drawdown Notice” means a notice to be given by the Borrower to the Agent
pursuant to Clause 2.3.1; 
 “Drawing” means any amount of a Tranche advanced by the Lenders to the Borrower
pursuant to Clause 2.3; 
 “Earnings” means, in respect of a Vessel, (whether earned or to be earned) any and
all freights, hire, fares and passage monies, proceeds of requisition (other than proceeds of Compulsory Acquisition), rebates and commissions, all earnings deriving from contracts of employment, demurrage, charterparties, contracts of
affreightment, pooling agreements and joint ventures, compensation, remuneration for salvage and towage services, damages howsoever arising and detention monies, damages for breach of any charterparty or other contract for the employment of that
Vessel, any amounts payable in consideration of the termination or variation of any charterparty or other such contract and any other earnings whatsoever due or to become due to the relevant Owner; 

“Earnings Assignments” means the two (2) valid and effective first legal assignments of the Earnings of the Vessels
(together with the notices thereof and the acknowledgements) one (1) to be executed by each of the Owners in respect of its Vessel in favour of the Agent such assignments, notices and acknowledgements to be in the form and on the terms and
conditions agreed between the Lenders and the Borrower and as specified in paragraph 24.9 of Part I of Schedule 3; 

“Encumbrance” means any mortgage, charge, pledge, lien, assignment, hypothecation, title retention, preferential right
or trust arrangement or any other security agreement or arrangement; 
 “Equivalent Amount” means the Dollar
equivalent of a euro amount determined at the Agent’s Spot Rate of Exchange for conversion of euro to Dollars at 10.00 a.m. London time five (5) Business Days prior to the relevant first Currency Conversion Date; 

“EURIBOR” means with respect to any Interest Period with respect to a euro Drawing the rate of interest (expressed as an
annual rate) determined by the Agent to be: 
  

	 	(i)	the offered rate for deposits in euro for a period equivalent to such Interest Period which appears on the page of the Reuters screen which displays the average EURIBOR
rate as agreed with EURIBOR FBE for deposits in euro of the relevant amount at or about 11.00 a.m. London time on the Quotation Date; or 

  

	 	(ii)	if no rate is provided for the respective Interest Period on the said Reuters screen, the interpolated rate per annum for deposits in euro in an amount approximately
equal to the euro Drawing as calculated by the Agent, such interpolated rate to be based on the said Reuters screen PROVIDED THAT EURIBOR for periods of less than one (1) week will be ascertained under sub-section (iii) below;



  
 9 








 or (if the said Reuters screen is discontinued or if the Agent is unable to make the said
determination due to technical breakdown in the relevant system or the Interest Period is less than one (1) week) 
  

	 	(iii)	the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified to the Agent by each of
the Reference Banks as the rate at which deposits in euro in an amount approximately equal to the euro Drawing are offered to such Reference Bank by leading banks in the London Interbank Market at such Reference Bank’s request at or about
11.00 a.m. London time on the Quotation Date for a period equal to the Interest Period and for delivery on the first Business Day thereof; 

 “EURIBOR FBE” means the Banking Federation of the European Union; 

“euro” and “EUR” means the lawful currency of the Federal Republic of Germany; 

“euro Drawing” means the principal amount of a Drawing denominated in euro or (as the context may require) the amount
thereof for the time being drawn down and outstanding hereunder; 
 “Euro Reference Banks” means Commerzbank
Aktiengesellschaft, KfW IPEX-Bank GmbH and Norddeutsche Landesbank Girozentrale; 
 “Event of Default” means
any of the events specified in Clause 12; 
 “F3 Two EBITDA” means the Consolidated EBITDA attributable to the
F3 Two Vessel assuming the F3 Two Vessel had been in operation since the beginning of the period in which the F3 Two-Related Debt was included in Total Net Funded Debt; 
 “F3 Two-Related Debt” means the amount of up to EUR662,905,320 to be made available to Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) pursuant to a facility agreement dated
22 September 2006 (as amended and/or restated from time to time); 
 “F3 Two Vessel” means the cruise
vessel with hull no. D33 at the yard of STX France Cruise S.A. (formerly known as Aker Yards S.A.), specification hull no. PB6847 [.07 rev A] to be named “NORWEGIAN EPIC” and to be owned by Norwegian Epic, Ltd. (formerly known as F3 Two,
Ltd.); 
 “Facility” means the facility granted hereunder in the amount of the aggregate of the Maximum Tranche
Amounts or (as the context may require) the amount thereof for the time being advanced and outstanding under this Agreement in whatever currency or currencies it is for the time being denominated; 

“Fifth Supplemental Deed” means the fifth supplemental deed dated 2012 to this Agreement; 

“Final Maturity Date”, in respect of each Tranche, means the date falling one hundred and forty four (144) months
from the relevant Delivery Date or such other date as is determined by the provisions of Clause 4; 

  
 10 









 “Final Maturity Date Payment” means the relevant Revised Reduction to be
made on a Final Maturity Date; 
 “Financial Indebtedness” means any obligation for the payment or repayment of
money, whether as principal or as surety and whether present or future, actual or contingent; 
 “Force
Majeure” means, in relation to the Agent, the Security Agent or any Lender, any event or circumstance which is beyond the reasonable control of such party, which cannot be foreseen or if foreseeable which is unavoidable, which occurs after
the Signing Date and which prevents that party from performing any of its obligations under this Agreement; 
 “Fourth
Supplemental Deed” means the fourth supplemental deed dated 22 July 2010 to this Agreement; 
 “Free
Liquidity” means, at any date of determination, the aggregate of the Cash Balance and any amounts freely available for drawing under the Facility or any other 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; 
 “Fund” means Apollo Management VI, LP a Delaware limited partnership with its principal place of business at 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of America and other affiliated co-investment partnerships; 

“Fund Affiliate” means the Investors and (i) each other Affiliate (as defined in Schedule 7) of the Fund that is
neither a “portfolio company” (which means a company actively engaged in providing goods to unaffiliated customers), whether or not controlled, nor a company controlled by a portfolio company and (ii) any individual who is a partner
or employee of Apollo Management, LP, Apollo Management IV, LP or Apollo Management V, LP; 
 “Group-Wide
Lenders” means the lenders of the NCLC Group Credit Facilities; 
 “Guaranteed Loan Lenders” means the
lenders of the EUR308,130,000 facility made to Pride of Hawaii, LLC pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the USD334,050,000 facility made to Norwegian Jewel Limited pursuant to a
facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the EUR258,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated
from time to time) and the EUR40,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time); 

“Guarantees” means the two (2) joint and several guarantees one (1) to be executed by each of the Owners in
favour of the Agent such guarantees to be in the form and on the terms and conditions agreed between the Lenders and the Borrower and as specified in paragraph 25 of Part I of Schedule 3; 

“Hermes Vessel Owner Second Guarantees” means the three (3) joint and several guarantees (1) to be executed by
each of the owners of the Hermes Vessels in favour of the Restructuring Trustee as trustee for the Guaranteed Loan Lenders; 

  
 11 









 “Hermes Vessel Owner Third Guarantees” means the three (3) joint and
several guarantees (1) to be executed by each of the owners of the Hermes Vessels in favour of the Restructuring Trustee as trustee for the Non-Guaranteed Loan Lenders such guarantees to be in the form and on the terms and conditions agreed
between the Lenders and the Borrower on the date of the Third Supplemental Deed; 
 “Hermes Vessels” means
“NORWEGIAN JEWEL” owned by Norwegian Jewel Limited, “NORWEGIAN JADE” owned by Pride of Hawaii, LLC and “PRIDE OF AMERICA” owned by Pride of America Ship Holding, LLC; 

“Holding Company” has the meaning defined in the United Kingdom Companies Act 1985, Section 736 as substituted by
the United Kingdom Companies Act 1989, Section 144; 
 “Hull No S.669” means hull no S.669 at the yard of
the Builder which, upon construction as a cruise vessel with two thousand three hundred and eighty four (2,384) lower berths, is to be delivered to Norwegian Pearl pursuant to the relevant Building Contract and registered in the name of
Norwegian Pearl under the laws and flag of the Commonwealth of the Bahamas; 
 “Hull No S.670” means hull no
S.670 at the yard of the Builder which, upon construction as a cruise vessel with two thousand three hundred and eighty four (2,384) lower berths, is to be delivered to Norwegian Gem pursuant to the relevant Building Contract and registered in
the name of Norwegian Gem under the laws and flag of the Commonwealth of the Bahamas; 
 “Hull No [*]” means
hull no [*] at the yard of the Builder which, upon construction as a cruise vessel with approximately [*] berths, is to be delivered to Breakaway One, Ltd. and named “NORWEGIAN BREAKAWAY”; 

“Hull No [*]” means hull no [*] at the yard of the Builder which, upon construction as a cruise vessel with
approximately [*] berths, is to be delivered to Breakaway Two, Ltd. and named “NORWEGIAN GETAWAY”; 

“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 including, for the avoidance of doubt, the Sky Vessel Indebtedness; 


 

	 	(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 US GAAP, are capital leases; 


  
 12 










	 	(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 any shareholder of the Borrower which are subordinated to the rights of the Lenders excluding, for the avoidance of doubt, the Sky Vessel
Indebtedness; and 

  

	 	(c)	any Master Agreement Liabilities and any similar liabilities of the Borrower or any other member of the NCLC Group to a counterparty under any other master agreement
relating to interest or currency exchange transactions of a non-speculative nature; 

 “Insurance
Assignments” means the two (2) valid and effective first legal assignments of the Insurances of the Vessels (together with the notices thereof) one (1) to be executed by each of the Owners in respect of its Vessel in favour of the
Lenders and/or the Agent such assignments and notices to be in the form and on the terms and conditions agreed between the Lenders and the Borrower and as specified in paragraph 24.10 of Part I of Schedule 3; 

“Insurances” means all policies and contracts of insurance and entries of a Vessel in a protection and indemnity or war
risks association which are effected in respect of that Vessel, her freights, disbursements, profits or otherwise and all benefits, including all claims and returns of premiums thereunder and shall also include all compensation payable by virtue of
Compulsory Acquisition; 
 “Interest Payment Date” means the last day of each Interest Period and if an
Interest Period is longer than six (6) months’ duration the date falling at the end of each successive period of six (6) months during such Interest Period from its commencement; 

“Interest Period” means each period ascertained in accordance with Clause 5.2 or Clause 5.7; 

“Interest Rate” means the rate of interest applicable to a Drawing calculated in accordance with Clause 5.5, Clause 5.7
or Clause 6.3; 
 “Investor I” means NCL Investment Ltd. a company organised and existing under the laws
of Bermuda with its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda; 

  
 13 









 “Investor II” means NCL Investment II Ltd. a company organised and
existing under the laws of the Cayman Islands with its registered office at c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies; 

“Investors” means Investor I and Investor II; 
 “LIBOR” means with respect to any Interest Period with respect to a Dollar Drawing the rate of interest (expressed as an annual rate) determined by the Agent to be: 

 

	 	(i)	the offered rate for deposits in Dollars for a period equivalent to such Interest Period which appears on the Reuters BBA Page LIBOR 01 at or about 11.00 a.m.
London time on the Quotation Date; or 

  

	 	(ii)	if no rate is provided for the respective Interest Period on the Reuters BBA Page LIBOR 01, the interpolated rate per annum for deposits in Dollars in an amount
approximately equal to the Dollar Drawing as calculated by the Agent, such interpolated rate to be based on the Reuters BBA Page LIBOR 01 PROVIDED THAT LIBOR for periods of less than one (1) week will be ascertained under sub-section
(iii) below; 

 OR (if Reuters BBA Page LIBOR 01 is discontinued or if the Agent is unable to make the said
determination due to technical breakdown in the relevant system or the Interest Period is less than one (1) week) 
  

	 	(iii)	the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified to the Agent by each of
the Reference Banks as the rate at which deposits in Dollars in an amount approximately equal to the Dollar Drawing are offered to such Reference Bank by leading banks in the London Interbank Market at such Reference Bank’s request at or about
11.00 a.m. London time on the Quotation Date for a period equal to the Interest Period and for delivery on the first Business Day thereof; 

 “Lender” means: 
  

	 	(i)	any Original Lender; and 

  

	 	(ii)	any bank, financial institution, trust, fund or other entity which has become a party to this Agreement in accordance with Clause 18, 


which in each case has not ceased to be a party to this Agreement in accordance with the terms of this Agreement; 

“Lending Branch” means in respect of the Agent and each Original Lender its office at the address set out beneath its
name in Schedule 1 or such other office as it shall from time to time select and notify through the Agent to the Borrower and the Agent and in the case of any other Lender such office as it shall from time to time select and notify through the Agent
to the Borrower and the Agent; 
 “Letter of Credit Facilities” means letter of credit facilities entered into
from time to time in the amount of in aggregate up to [*] to be obtained by the Borrower which facilities will be used to provide credit support in respect of the Borrower’s credit card processing arrangements; 

  
 14 









 “Letter of Credit Facilities Security Documents” means: 

 

	 	(i)	any ship mortgage and, if applicable, deed of covenants collateral thereto to be granted over a vessel in the NCLC Fleet [*] and the assignment(s) of the earnings and
insurances of such vessel ranking junior in priority to any ship mortgage and, if applicable, deed of covenants collateral thereto, assignment and other applicable security document granted as security for the repayment of one or more of the NCLC
Group Credit Facilities; and 

  

	 	(ii)	any guarantee by the applicable shipowner (fully subordinated to any guarantees supporting the NCLC Group Credit Facilities), 


in each case in favour of the provider of a Letter of Credit Facility; 

“Lim Family” means: 
  

	 	(i)	the late Tan Sri Lim Goh Tong; 

  

	 	(ii)	his spouse; 

  

	 	(iii)	his direct lineal descendants; 

  

	 	(iv)	the personal estate of any of the above persons; and 

  

	 	(v)	any trust created for the benefit of one or more of the above persons and their estates; 


“Liquidity” means the Cash Balance plus undrawn and freely available amounts [*]; 

“Lower Saxony Guaranteed Amount” means the amount guaranteed from time to time under a Lower Saxony Guarantee;

 “Lower Saxony Guarantees” means the two (2) guarantees to be issued by the German State of Lower Saxony
in favour of the Lower Saxony Guarantee Agent substantially in the form appended to the Borrower’s acknowledgements referred to in paragraph 20 of Part I of Schedule 3 as security for approximately but not more than eighty per cent
(80%) of Portion B of each Maximum Tranche Amount, the maximum amount payable under each of such guarantees (assuming that the amount of three hundred and eleven million two hundred thousand euro (EUR311,200,000) is capable of being drawn down
hereunder in respect of Tranche A and the amount of three hundred and twelve million eight hundred thousand euro (EUR312,800,000) is capable of being drawn down hereunder in respect of Tranche B) being sixty two million two hundred and forty
thousand euro (EUR62,240,000) or the amount in Dollars agreed between the Lower Saxony Guarantee Agent and the German State of Lower Saxony and approved by the Lenders if the currency option contained in Clause 3 is exercised; 

“Majority Cash Sweep Lenders” means Cash Sweep Lenders the aggregate of whose contributions and commitments to the Cash
Sweep Credit Facilities exceed [*] of the aggregate total of the contributions and commitments of all the Cash Sweep Lenders; 

  
 15 









 “Majority Group-Wide Lenders” means Group-Wide Lenders the aggregate of
whose contributions and commitments to the NCLC Group Credit Facilities exceed fifty per cent (50%) of the aggregate total of the contributions and commitments of all the Group-Wide Lenders; 

“Majority Lenders” means Lenders the aggregate of whose Commitments exceed sixty seven per cent (67%) of the
aggregate total of the Commitments of all the Lenders; 
 “Management Agreements” means the agreements entered
into between the Owners and the Manager in respect of the Vessels providing for the commercial and technical management and crewing of the Vessels such agreements to be in the form and on the terms and conditions agreed between the Agent and the
Borrower; 
 “Management Agreement Assignments” means the two (2) valid and effective first legal
assignments of the Management Agreements (together with the notices thereof and the acknowledgements) one (1) to be executed by each of the Owners in respect of its Vessel in favour of the Agent such assignments, notices and acknowledgements to
be in the form and on the terms and conditions agreed between the Lenders and the Borrower; 
 “Manager” means
NCL (Bahamas) Ltd. of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda, the company providing commercial and technical management and crewing services for the Vessels pursuant to the Management Agreements; 

“Mandatory Cost” means the cost imputed to a Lender of compliance with the mandatory liquid asset requirements of any
central bank or other fiscal, monetary or other authority; 
 “Master Agreement” means any ISDA Master
Agreement (or any other form of master agreement relating to interest or currency exchange transactions of a non-speculative nature) entered into between a Lender or its Affiliate and the Borrower before the Signing Date in relation to the
obligations of the Borrower under this Agreement and/or the Building Contracts, including each Schedule to any Master Agreement and each Confirmation exchanged under any Master Agreement; 

“Master Agreement Liabilities” means, at any relevant time, all liabilities of the Borrower to a Lender or its Affiliate
(as the case may be) under the relevant Master Agreement, whether actual or contingent, present or future; 
 “Material
Adverse Effect” means a material adverse effect on (i) the validity or enforceability of any of the Security Documents or the Lower Saxony Guarantees or the rights or remedies of the Lenders or their Affiliates (as the case may be)
thereunder (ii) the ability of any Obligor to perform its obligations under any of the Security Documents or (iii) the business, operations, condition (financial or otherwise) or prospects of the Borrower, either of the Owners or the NCLC
Group taken as a whole; 

  
 16 









 “Maturity Date” in relation to a Drawing means the last day of its Term;

 “Maximum Amount of the Delayed Principal Amount” means, as at the date of the Fourth Supplemental Deed, [*]
in respect of Tranche A and [*] in respect of Tranche B; 
 “Maximum Tranche Amount” means: 

 

	 	(i)	before the first Currency Conversion Date in respect of a Tranche, the lower of (a) eighty per cent (80%) of the relevant Contract Price and (b) three
hundred and eleven million two hundred thousand euro (EUR311,200,000) in the case of Tranche A and three hundred and twelve million eight hundred thousand euro (EUR312,800,000) in the case of Tranche B, as reduced from time to time pursuant to
Clause 4.2; and 

  

	 	(ii)	from the first Currency Conversion Date in respect of a Tranche, the Equivalent Amount of the amounts referred to in paragraphs (a) and (b) of paragraph
(i) of this definition, as reduced from time to time pursuant to Clause 4.2; 

 “month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next
Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day PROVIDED THAT, if a period starts on the last Business Day in a
calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month; 
 “Moratorium Period” means the period from [*]; 

“Moratorium Undertakings” means the financial undertakings contained in Clause 10.3.4 and Clause 10.3.5; 

“Mortgages” means the two (2) first priority statutory Bahamian ship mortgages and deeds of covenants collateral
thereto one (1) to be granted by each of the Owners over its Vessel in each case in favour of the Lenders and/or the Agent as security pursuant hereto and to the Master Agreements such mortgages and deeds of covenants to be in the forms and on
the terms and conditions agreed between the Lenders and the Borrower and as specified in paragraph 24.8 of Part I of Schedule 3; 
 “NCL America Holdings” means NCL America Holdings, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America; 

“NCLC Fleet” means the vessels owned by the companies in the NCLC Group; 

“NCLC Group” means the Borrower and its wholly owned Subsidiaries provided that for the purposes of the definitions of
“Cash Balance”, “Consolidated Debt Service”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Total Capitalisation” and “Total Net Funded
Debt” in this Clause 1.1, 

  
 17 









 
Clause 10.2 and Clause 10.3 “NCLC Group” means the Borrower, its Subsidiaries and any other entity which is required to be consolidated in the Borrower’s accounts in
accordance with US GAAP; 
 “NCLC Group Credit Facilities” means the Facility, the [*] facility made to the
Borrower pursuant to a facility agreement dated 7 July 2004 (as amended and/or restated from time to time), the [*] facility made to the Borrower pursuant to a facility agreement dated 22 December 2006 (as amended and/or restated from time
to time), the [*] facility made to the Manager pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the EUR308,130,000 facility made to Pride of Hawaii, LLC pursuant to a facility agreement dated
20 April 2004 (as amended and/or restated from time to time), the USD334,050,000 facility made to Norwegian Jewel Limited pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the
EUR258,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time), the EUR40,000,000 facility made to Pride of America Ship Holding, LLC
pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time) and the EUR662,905,320 facility made to Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) pursuant to a facility agreement dated
22 September 2006 (as amended and/or restated from time to time); 
 “New Cash Equity” means [*];

 “New Vessels” means Hull No. [*] and Hull No.[*]; 

“Non-Guaranteed Loan Lenders” means the lenders of the Facility, the [*] facility made to the Borrower pursuant to a
facility agreement dated 7 July 2004 (as amended and/or restated from time to time) and the [*] facility made to the Borrower pursuant to a facility agreement dated 22 December 2006 (as amended and/or restated from time to time);

 “Norwegian Gem” means Norwegian Gem, Ltd. of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton
HM 11, Bermuda; 
 “Norwegian Pearl” means Norwegian Pearl, Ltd. of Cumberland House, 9th Floor, 1
Victoria Street, Hamilton HM 11, Bermuda; 
 “Obligors” means the Borrower, the Owners, the Shareholder, the
Manager, any other Credit Support Provider and any other party from time to time to any of the Security Documents excluding the Agent, the Lenders and the Lower Saxony Guarantee Agent; 

“Ordinary Principal Amount” means the relevant amount set out in the second column of the relevant table in Schedule 8,
save that the calculation of the amount of the Applicable Margin payable from time to time in accordance with this Agreement shall be made on the relevant amount set out in the second column of the relevant table in Schedule 9, in each case as
reduced to reflect any relevant prepayments applied towards the Ordinary Principal Amount; 
 “Originally Scheduled
Reductions” means the amounts set out in the third column of the relevant table in Schedule 8; 

  
 18 









 “Outstanding Indebtedness” means all sums of any kind payable actually or
contingently to the Agent or the Lenders under or pursuant to this Agreement or any other Transaction Document (whether by way of repayment of principal, payment of interest or default interest, payment of any indemnity or counter indemnity,
reimbursement for fees, costs or expenses or otherwise howsoever) and any Master Agreement Liabilities; 

“Owners” means Norwegian Pearl and Norwegian Gem; 

“Owner’s Supply Costs” means up to twenty five million euro (EUR25,000,000) being the cost of the Buyers’
Supplies (as defined in the relevant Building Contract) in respect of a Vessel; 
 “Permitted Indebtedness”
means: 
  

	 	(i)	any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Third Supplemental Deed and
the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; 

  

	 	(ii)	the Letter of Credit Facilities; 

  

	 	(iii)	Permitted Refinancing Indebtedness; 

  

	 	(iv)	the financing arrangements entered into on 18 November 2010 in relation to the acquisition of the New Vessels; 


 

	 	(v)	one or more financing arrangements entered into in relation to the acquisition of Breakaway 3 and Breakaway 4 (or either of them) and the Sky Vessel Indebtedness; and


  

	 	(vi)	any other Indebtedness for Borrowed Money up to an aggregate amount of [*]; 

 “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 deposits or pledges to secure the performance of bids, tenders, bonds or contracts
(iv) (x) any other Encumbrance notified by any of the Obligors to the Agent prior to the date on which the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto (y) any Encumbrance created by
or pursuant to (a) the Letter of Credit Facilities Security Documents (b) the Credit Card Processor Security Documents (c) the Hermes Vessel Owner Second Guarantees (d) the Second Mortgages (e) the Second Assignments
(f) the Hermes Vessel Owner Third Guarantees (g) the Third Mortgages and (h) the Third Assignments and (z) any other Encumbrance created over a vessel in the NCLC Fleet (other than a Hermes Vessel or the F3 Two Vessel) or its
related assets in favour of any party approved by the Agent (acting on the instructions of the Majority Lenders) (v) without prejudice to Clause 10.11, any Encumbrance in respect of existing Financial Indebtedness of a person which becomes a
Subsidiary of the Borrower or is merged with or into the Borrower or any of its 

  
 19 









 
Subsidiaries (vi) liens on assets leased, acquired or upgraded after the Signing Date or assets newly constructed or converted after the Signing 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 (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 (viii) without prejudice to Clause 12.1.9, liens arising out of the existence of judgments or awards in
respect of the Borrower or any of its Subsidiaries (ix) any other lien that may be created by the Borrower from time to time in the ordinary course of business and (x) any deposits, liens or other Encumbrances placed or incurred in
connection with any bond or other surety from time to time provided to the US Federal Maritime Commission in order to comply with laws, regulations and rules applicable to the operators of passenger vessels operating to or from ports in the United
States of America 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 (vii) to (ix) above does not exceed twenty five million Dollars
(USD25,000,000) and PROVIDED FURTHER THAT any such lien as is described in paragraphs (vi) to (ix) above does not imperil the security created by any of the Security Documents and/or affect the ability of any Obligor duly to perform
any of its obligations under any Security Document to which it is or may be a party at any time, in each case in the reasonable opinion of the Majority Lenders; 
 “Permitted Refinancing Indebtedness” means any monies borrowed or raised at arm’s length on usual terms and other than from any direct or indirect shareholder of the Borrower which
are used to refinance the whole or part of any Permitted Indebtedness including any Permitted Refinancing Indebtedness. Any such monies borrowed or raised in excess of the amount required to refinance any Permitted Indebtedness including any
Permitted Refinancing Indebtedness shall constitute Special Liquidity Sources and be applied in accordance with Clause 10.24; 
 “Portion A” means (i) the first seventy five per cent (75%) of the Maximum Tranche Amount in respect of Tranche A or Tranche A (as the context may require) and (ii) the
first seventy five point one three per cent (75.13%) of the Maximum Tranche Amount in respect of Tranche B or Tranche B (as the context may require); 
 “Portion B” means (i) the last twenty five per cent (25%) of the Maximum Tranche Amount in respect of Tranche A or Tranche A (as the context may require) and (ii) the last
twenty four point eight seven per cent (24.87%) of the Maximum Tranche Amount in respect of Tranche B or Tranche B (as the context may require); 
 “Process Agent” means, in respect of any Security Documents executed prior to the date of the Third Supplemental Deed, Clifford Chance Secretaries Limited whose registered office is
presently at 10 Upper Bank Street, London E14 5JJ and, thereafter, EC3 Services Limited whose registered office is presently at The St Botolph Building, 138 Houndsditch, London EC3A 7AR or any other


  
 20 









 
person in England nominated by the Borrower or any other Obligor and approved by the Agent as agent to accept service of legal proceedings on their behalf under any of the Security Documents;

 “Quotation Date” means, in relation to any Interest Period, the day on which quotations would ordinarily be
given in the relevant interbank eurocurrency market for Dollar or euro (as the case may be) deposits for delivery on the first day of that Interest Period PROVIDED THAT if such quotation date is not a Business Day the quotation date shall be
the preceding Business Day; 
 “Reduction Dates” means from the Second Restatement Date, subject to the
provisions of Clause 4, the dates set out in the first column of the relevant table in Schedule 8; 
 “Reference
Banks” means the principal London offices (if any) of the Lead Arrangers and the Co-Arrangers; 

“Reimbursement Agreement” means the reimbursement and distribution agreement dated 17 August 2007, by and among
Investor I, the Borrower and Star; 
 “Relevant Cash Sweep Amount” means the amount of a Total Cash Sweep
Amount to be applied in prepayment, reduction and/or cancellation of the Facility pursuant to Clause 4.15, [*]; 

“Relevant Exceptional Prepayment Amount” means the amount of a Total Exceptional Prepayment Amount to be applied in
prepayment, reduction and/or cancellation of the Facility pursuant to Clause 4.16, [*]; 
 “Relevant Special Liquidity
Sources Amount” means the amount of a Total Special Liquidity Sources Amount to be applied in prepayment, reduction and/or cancellation of the Facility pursuant to Clause 4.15, [*]; 

“Renewal Date”, in relation to any Drawing, means a date on which that Drawing is extended by any Renewal Notice for
such Drawing; 
 “Renewal Notice” means a notice to be given by the Borrower to the Agent to extend the period
of a Term; 
 “Restatement Date” has the meaning set out in the Second Supplemental Deed; 

“Restructuring Trustee” means [*] as trustee for (directly or indirectly) (among others) the Guaranteed Loan Lenders and
the Non-Guaranteed Loan Lenders; 
 “Reuters BBA Page LIBOR 01” means the display currently designated as
Reuters BBA Page LIBOR 01, which includes London Interbank Offered Rates of four (4) major banks, which are members of the International Swaps and Derivatives Association, Inc. or such other service as may be nominated by the British
Bankers’ Association as the information vendor for displaying the London Interbank Offered Rates of major banks in the London Interbank Market; 

  
 21 









 “Reuters Page ECB37” means: 

 

	 	(i)	the display currently designated as Reuters Page ECB37 which includes the official interbank exchange rate for euro in Dollars as determined by the European Central
Bank, expressed in Dollars; or 

  

	 	(ii)	if no rate is provided on the Reuters Page ECB37 but is published on another screen page, then the exchange rate shall be the official interbank exchange rate for euro
in Dollars as published on such other page (the “Successor Page”); 

 or (if Reuters Page ECB37
and the Successor Page are discontinued or if the Restructuring Trustee is unable to make the said determination due to technical breakdown in the relevant system) 
  

	 	(iii)	the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent (1/16%)) of the rates notified to the Restructuring Trustee by
each of the euro Reference Banks as the euro/Dollar spot offered exchange rate quotations as of 1.45 p.m. London time on the relevant Business Day; 

 “Revised Principal Amount” means the relevant amount set out in the sixth column of the relevant table in Schedule 8, as reduced to reflect any relevant prepayments applied towards the
Revised Principal Amount; 
 “Revised Reductions” means the amounts set out in the fifth column of the relevant
table in Schedule 8, as reduced to reflect any relevant prepayments applied towards the Revised Reductions; 
 “Same Day
Funds” means Dollar funds settled through the New York Clearing House Interbank Payments System or euro funds settled through TARGET or such other funds for payment in Dollars or euro (as the case may be) as the Agent shall specify by
notice to the Borrower as being customary at the time for the settlement of international transactions in New York or Frankfurt am Main (as the case may be) of the type contemplated by this Agreement; 

“Second Assignments” means the three (3) valid and effective second legal assignments of the earnings and
insurances of the Hermes Vessels (together with the notices thereof) one (1) to be executed by each of the owners of the Hermes Vessels in respect of its Hermes Vessel in favour of the Restructuring Trustee as trustee for the Guaranteed Loan
Lenders; 
 “Second Mortgages” means the two (2) second priority statutory Bahamian ship mortgages and
deeds of covenants collateral thereto and the one (1) second preferred US ship mortgage one (1) to be granted by respectively each of the owners of the Hermes Vessels over its Hermes Vessel in favour of the Restructuring Trustee as trustee
for the Guaranteed Loan Lenders; 
 “Second Restatement Date” has the meaning set out in the Third Supplemental
Deed; 
 “Second Supplemental Deed” means the second supplemental deed dated 21 December 2007 to this
Agreement; 

  
 22 









 “Security Agent” means DNB Bank ASA of Stranden 21, NO-0021 Oslo, Norway;

 “Security Documents” means this Agreement which includes any supplemental agreement or deed thereto, the
Charges, the Mortgages, the Guarantees, the Earnings Assignments, the Insurance Assignments, the Management Agreement Assignments, the Account Charge, the Hermes Vessel Owner Third Guarantees, the Third Mortgages, the Third Assignments, the Third
Priority Security Co-ordination Deed, the Master Agreements and any other Credit Support Documents, the commitment letter referred to in Clause 14.2 and any other fee letter in relation to the Facility and all such other documents as may be executed
at any time in favour of the Agent, the Security Agent, the Restructuring Trustee, the Lenders and/or the Lower Saxony Guarantee Agent as security for the obligations of the Borrower and/or the other Obligors whether executed pursuant to the express
provisions of this Agreement or otherwise howsoever but excluding the Lower Saxony Guarantees; 
 “Security
Period” means the period beginning on the first Advance Date and ending on the date on which the amounts outstanding under this Agreement and under each of the other Security Documents are finally and irrevocably repaid and/or cancelled in
full; 
 “Shareholder” means NCL International, Ltd. of Cumberland House, 9th Floor, 1 Victoria Street,
Hamilton HM 11, Bermuda; 
 “Shareholders’ Agreement” means the shareholders’ agreement dated
17 August 2007 made or to be made between Star, the Investors (directly in the case of Investor I and by way of joinder in the case of Investor II) and the Borrower; 
 “Signing Date” means the date of this Agreement; 
 “Sky
Vessel” means [*] presently owned by the Sky Vessel Seller and registered in the Sky Vessel Seller’s name under the laws and flag of the Commonwealth of the Bahamas; 

“Sky Vessel Indebtedness” means the financing arrangements in relation to the acquisition of the Sky Vessel on the Sky
Vessel Purchase Price Terms; 
 “Sky Vessel MOA” means the sale and purchase agreement or memorandum of
agreement made or to be made between the Sky Vessel Seller and Norwegian Sky, Ltd. or another member of the NCLC Group pursuant to which the Sky Vessel will be sold by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group
for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms; 
 “Sky Vessel Purchase Price” means
an amount of up to [*]; 
 “Sky Vessel Purchase Price Terms” means the terms on which the Sky Vessel Purchase
Price (and interest thereon and other fees, costs and expenses) will be payable by Norwegian Sky, Ltd. or another member of the NCLC Group to the Sky Vessel Seller for the Sky Vessel reflected by the agreement referred to in clause 3.1.3 of the of
the Fifth Supplemental Deed; 

  
 23 









 “Sky Vessel Seller” means [*]; 

“Special Liquidity Sources” means increased liquidity of the NCLC Group arising from (i) the incurrence of
permitted Indebtedness for Borrowed Money in an amount in excess of Indebtedness for Borrowed Money being refinanced in whole or in part and (ii) the permitted sale of assets PROVIDED THAT only the net proceeds of any such sale, after
the deduction of brokers’ fees and other costs justifiable in relation to the sale and the principal of, interest on and any break costs in connection with any Indebtedness for Borrowed Money prepaid upon such sale, shall be counted as
increased liquidity; 
 “Special Liquidity Sources Determination Date” means the date on which Special
Liquidity Sources arise; 
 “Special Liquidity Sources Payment Date” means the date falling not later than
fourteen (14) Business Days after a Special Liquidity Sources Determination Date; 
 “Star” means Genting
Hong Kong Limited (formerly known as Star Cruises Limited) a company organised and existing under the laws of Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda; 

“Steering Committee” means a committee established by, and formed from, the Group-Wide Lenders with the purpose of
co-ordinating the relationship between the Borrower and the Group-Wide Lenders and monitoring the performance of the NCLC Group Credit Facilities. The initial members of the Steering Committee [*]; 

“Subscription Agreement” means the subscription agreement dated 17 August 2007 made or to be made between Star, the
Investors (directly in the case of Investor I and by way of assignment in the case of Investor II) and the Borrower; 

“Subsidiary” has the meaning defined in the United Kingdom Companies Act 1985, Section 736 as substituted by the
United Kingdom Companies Act 1989, Section 144; 
 “Substitute Basis” means an alternative basis for
maintaining a Drawing certified by the Agent pursuant to Clause 6.3.1; 
 “Suspension Notice” means a notice
given by the Agent to the Borrower pursuant to Clause 6.1; 
 “TARGET” means trans European automated real time
gross settlement express transfer system; 
 “Taxes” means all present and future income and other taxes,
levies, imposts, deductions, compulsory liens and withholdings whatsoever together with interest thereon and penalties with respect thereto, if any, and any payments made on or in respect thereof and “Taxation” shall be construed
accordingly; 
 “Term” means, in relation to a Drawing, the last day of the Interest Period in respect of that
Drawing as specified in the Drawdown Notice for such Drawing and as extended by any Renewal Notice for such Drawing PROVIDED THAT 

  
 24 









 
no Event of Default has occurred before the relevant Renewal Date and the renewal of such Drawing would not constitute an Event of Default and PROVIDED THAT the Term shall not extend
beyond the relevant Final Maturity Date; 
 “Third Assignments” means the three (3) valid and effective
third legal assignments of the earnings and insurances of the Hermes Vessels (together with the notices thereof) one (1) to be executed by each of the owners of the Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and
effective third priority subordination and assignment to be executed by NCL (Bahamas) (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the Restructuring Trustee as trustee for (among others) the
Non-Guaranteed Loan Lenders such assignments and notices to be in the form and on the terms and conditions agreed between the Lenders and the Borrower on the date of the Third Supplemental Deed; 

“Third Mortgages” means the two (2) third priority statutory Bahamian ship mortgages and deeds of covenants
collateral thereto and the one (1) third preferred US ship mortgage one (1) to be granted by respectively each of the owners of the Hermes Vessels over its Hermes Vessel in favour of the Restructuring Trustee as trustee for the
Non-Guaranteed Loan Lenders as security pursuant hereto and to the Master Agreements such mortgages and deeds of covenants to be in the forms and on the terms and conditions agreed between the Lenders and the Borrower on the date of the Third
Supplemental Deed; 
 “Third Party” means any person or group of persons acting in concert (as the expression
“acting in concert” is defined in the City Code on Take-overs and Mergers) who or which is not a member of the Lim Family or Apollo; 
 “Third Priority Security Co-ordination Deed” means the deed to be made between (among others) HSBC Bank plc (as trustee for the Guaranteed Loan Lenders, as first mortgagees), the
Restructuring Trustee (as trustee for the Guaranteed Loan Lenders, as second mortgagees) and the Restructuring Trustee (as trustee for the Non-Guaranteed Loan Lenders, as third mortgagees), the Security Agent, the owners of the Hermes Vessels in
relation to the Hermes Vessel Owner Third Guarantees, the Third Mortgages and the Third Assignments such co-ordination deed to be in the form and on the terms and conditions agreed between the Lenders and the other parties to the co-ordination deed
on the date of the Third Supplemental Deed; 
 “Third Restatement Date” has the meaning set out in the Fifth
Supplemental Deed; 
 “Third Supplemental Deed” means the third supplemental deed dated 2 April 2009 to
this Agreement; 
 “Total Breakaway 4 Prepayment Amount” means the lower of [*] and the Total Delayed Principal
Amount that has not been cancelled and/or prepaid and/or repaid on the relevant Total Exceptional Prepayment Amount Payment Date; 
 “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 US GAAP and derived from the then latest 

  
 25 









 
unaudited and consolidated accounts of the NCLC Group delivered to the Agent in the case of the first three (3) quarters of each financial year and the then latest Accounts delivered to the
Agent in the case of the final quarter of each financial year PROVIDED THAT for any such accounts delivered after the Second Restatement Date, the effect of any impairment of intangible assets shall be added back to stockholders’ equity;

 “Total Cash Sweep Amount” means Liquidity of the NCLC Group in excess of [*] on a Cash Sweep Determination
Date; 
 “Total Delayed Principal Amount” means, as at the date of the Fourth Supplemental Deed, [*], being the
aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof); 

“Total Exceptional Prepayment Amount” means any of: 

 

	 	(i)	the Total Sky Vessel and Breakaway 3 Prepayment Amount; 

  

	 	(ii)	the Total Breakaway 4 Prepayment Amount; and 

  

	 	(iii)	the Total IPO Prepayment Amount; 


“Total Exceptional Prepayment Amount Payment Date” means: 

 

	 	(i)	on or before the Third Restatement Date in the case of the Total Sky Vessel and Breakaway 3 Prepayment Amount; 


 

	 	(ii)	on or before the date of the exercise of the Breakaway 4 Option in the case of the Total Breakaway 4 Prepayment Amount; and 


 

	 	(iii)	the date falling not later than fourteen (14) Business Days after the listing of the ordinary capital stock of the Borrower or parent company of the Borrower on an
Approved Stock Exchange in the case of the Total IPO Prepayment Amount; 

 “Total Funded Debt”
means, as at any relevant date, Total Net Funded Debt excluding Indebtedness for Borrowed Money related to vessels under construction for a member of the NCLC Group; 
 “Total IPO Prepayment Amount” means the lower of [*] and the Total Delayed Principal Amount that has not been cancelled and/or prepaid and/or repaid on the relevant Total Exceptional
Prepayment Amount Payment Date; 
 “Total Loss” means any actual or constructive or arranged or agreed or
compromised total loss or Compulsory Acquisition of a Vessel; 
 “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; 


  
 26 









 less an amount equal to any Cash Balance and all amounts from time to time standing to the
credit of the Cash Sweep Bank Account as at such date; 
 “Total Sky Vessel and Breakaway 3 Prepayment Amount”
means [*]; 
 “Total Special Liquidity Sources Amount” means Special Liquidity Sources of the NCLC Group on a
Special Liquidity Sources Determination Date; 
 “Tranche A” means, of the Facility, the revolving credit
facility granted hereunder in the relevant Maximum Tranche Amount or (as the context may require) the principal amount thereof for the time being advanced and outstanding under this Agreement; 

“Tranche A Availability Period” means the period beginning on the Delivery Date in respect of Hull No S.669 and ending
one (1) month before the relevant Final Maturity Date; 
 “Tranche B” means, of the Facility, the
revolving credit facility granted hereunder in the relevant Maximum Tranche Amount or (as the context may require) the principal amount thereof for the time being advanced and outstanding under this Agreement; 

“Tranche B Availability Period” means the period beginning on the Delivery Date in respect of Hull No S.670 and ending
one (1) month before the relevant Final Maturity Date; 
 “Tranches” means Tranche A and Tranche B;

 “Transaction” means a transaction entered into between a Lender or its Affiliate (as the case may be) and
the Borrower governed by the relevant Master Agreement; 
 “Transaction Documents” means the Security
Documents, the Building Contracts, the Drawdown Notices, the Renewal Notices, the Management Agreements and any other material document now or hereafter issued in connection with the documents or the transaction herein referred to but excluding the
Lower Saxony Guarantees; 
 “Transfer Certificate” means the certificate attached hereto as Schedule 5;

 “Transfer Date” means, in relation to any Transfer Certificate, the date specified in such Transfer
Certificate as the date for the making of the transfer or, where such transfer is specified as being subject to the fulfilment of certain conditions, the date on which the Agent receives a certificate from the Lender making the transfer confirming
that all such conditions have been fulfilled; 
 “Transferee” means any reputable bank acceptable to the Agent
which becomes a party to this Agreement as a Lender pursuant to Clause 18; 

  
 27 









 “Trust Property” means: 

 

	 	(i)	all benefits derived by the Security Agent from the Security Documents; and 


 

	 	(ii)	all benefits arising under (including, without limitation, all proceeds of the enforcement of) each of the Security Documents, 


with the exception of any benefits arising solely for the benefit of the Security Agent; 

“US GAAP” means generally accepted accounting principles in the United States of America consistently applied (or, if
not consistently applied, accompanied by details of the inconsistencies) including, without limitation, those set forth in the opinion and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board; and 
 “Vessels” means:

  

	 	(i)	Hull No S.669; and 

  

	 	(ii)	Hull No S.670. 

  

	 	1.2	Construction 

 In this
Agreement unless the context otherwise requires: 
  

	 	1.2.1	clause headings are inserted for convenience of reference only and shall be ignored in the construction of this Agreement; 


 

	 	1.2.2	references to Clauses and to Schedules are to be construed as references to clauses of and schedules to this Agreement unless otherwise stated and references to this
Agreement are to be construed as references to this Agreement including its Schedules; 

  

	 	1.2.3	subject to Clause 9.2.21 and Clause 9.1, references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this
Agreement, that provision or that document as from time to time amended, supplemented and/or novated; 

  

	 	1.2.4	references to any Act or any statutory instrument shall be construed as references to that Act or that statutory instrument as from time to time re-enacted, amended or
supplemented; 

  

	 	1.2.5	references to any party to this Agreement or any other document shall include reference to such party’s successors and permitted assigns; 


 

	 	1.2.6	words importing the plural shall include the singular and vice versa; 

  

	 	1.2.7	references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof;



  
 28 










	 	1.2.8	where any matter requires the approval or consent of the Agent such approval or consent shall not be deemed to have been given unless given in writing; where any matter
is required to be acceptable to the Agent shall not be deemed to have accepted such matter unless its acceptance is communicated in writing; the Agent may give or withhold its consent, approval or acceptance at its unfettered discretion; and


  

	 	1.2.9	a certificate by the Agent as to any amount due or calculation made hereunder shall be conclusive except for manifest error. 


 

	 	1.3	Agent 

 The Agent has
been appointed by the Lenders and the Lower Saxony Guarantee Agent as agent under Clause 20.3 and (unless the context otherwise requires) references herein to the Agent shall be construed as references to itself, the Lenders and the Lower Saxony
Guarantee Agent. The Borrower shall only communicate with the Lenders under this Agreement and the other Security Documents through the Agent and as hereinafter referred to. 

 

	 	1.4	Lower Saxony Guarantee Agent 

 The Lower Saxony Guarantee Agent has been appointed by the Lenders and the Agent as agent under Clause 20.3 and (unless the context otherwise requires) references herein to the Lower Saxony Guarantee
Agent shall be construed as references to itself, the Lenders and the Agent. 
  

	 	1.5	Third party rights 

 A
person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 

 

	2	The Facility 

  

	 	2.1	Availability 

  

	 	2.1.1	The Lenders grant to the Borrower the Facility which is of a revolving nature. Each Tranche shall be available to the Borrower during the relevant Availability Period
subject to the provisions of Clause 2.2, Clause 2.3 and Clause 3. Each Drawing shall be repaid on its Maturity Date. However, a Term may be extended to the end of the succeeding Interest Period in respect of that Drawing by the giving of a Renewal
Notice by the Borrower to the Agent not later than 9.00 a.m. London time five (5) Business Days prior to the commencement of the relevant Interest Period. 


 

	 	2.1.2	Each Lender shall advance its Contribution to a Drawing in the proportion which its Commitment for the time being bears to the other Commitments of the Lenders to the
relevant Tranche. 

  

	 	2.1.3	 None of the Agent or any other Lender shall be liable for any failure or delay on the part of any Lender in making any advance hereunder nor shall the
Agent have any obligation to seek to procure additional Lenders 



  
 29 










	 	
in the event of such a failure PROVIDED THAT if any Lender should fail to advance its Contribution to an advance hereunder, that Lender and the Agent will take all reasonable steps to
mitigate the effect of that failure. Notwithstanding the aforesaid proviso, no Lender shall be obliged to increase its Contribution hereunder in respect of the failure by any other Lender to fund any Contribution. 


 

	 	2.2	Purpose and Application 


The Borrower shall apply or procure the application by the Owners of the Facility as follows: 

 

	 	2.2.1	An amount of Tranche A equal to the amount due to the Builder under the relevant Building Contract on the relevant Delivery Date shall be applied in part payment of the
relevant Contract Price. If the whole or any part of Tranche A is prepaid in accordance with Clause 4 such whole or part may be applied for general corporate and working capital purposes for the Borrower and its Subsidiaries; and


  

	 	2.2.2	An amount of Tranche B equal to the amount due to the Builder under the relevant Building Contract on the relevant Delivery Date shall be applied in part payment of the
relevant Contract Price. If the whole or any part of Tranche B is prepaid in accordance with Clause 4 such whole or part may be applied for general corporate and working capital purposes for the Borrower and its Subsidiaries.


 None of the Lenders or the Agent shall be bound to monitor or verify the application of any amount borrowed
under this Agreement. 
  

	 	2.3	Drawdown 

 The Borrower
shall only draw down a Drawing if: 
  

	 	2.3.1	the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for the Drawing in the form of Schedule 2; 


 

	 	2.3.2	the Advance Date proposed is a Business Day within the relevant Availability Period; 


 

	 	2.3.3	the first Drawing in respect of a Tranche is to be applied in part payment of the relevant Contract Price due to the Builder under the relevant Building Contract on the
relevant Delivery Date; 

  

	 	2.3.4	the Drawing is in a minimum amount of one million euro (EUR1,000,000) in the case of a euro Drawing or one million Dollars (USD1,000,000) in the case of a Dollar
Drawing or a whole multiple thereof; 

  

	 	2.3.5	on any Advance Date not more than five (5) Drawings will be outstanding in respect of the relevant Tranche; 


  
 30 










	 	2.3.6	the drawdown of the Drawing would not result in the amount of the relevant Tranche exceeding the relevant Maximum Tranche Amount on the Advance Date;


  

	 	2.3.7	no Event of Default has occurred before the relevant Advance Date and such drawing would not constitute an Event of Default; 


 

	 	2.3.8	the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the relevant Advance Date; 


 

	 	2.3.9	no written notice has been received indicating that the Lower Saxony Guarantees do not, or the relevant Lower Guarantee does not (as the case may be), validly exist
without restriction; and 

  

	 	2.3.10	it is then lawful for each of the Lenders to make available its relevant Contribution to the Drawing; 


PROVIDED THAT the Lenders will only be obliged to comply with Clause 3.1 if, on the relevant Advance Date or on the commencement
of the relevant Interest Period, no Event of Default is continuing or would result from the conversion and the representations made by the Borrower under Clause 9 are true in all material respects. 

Each Drawing advanced under this Clause 2.3 shall be deemed to have been advanced pro rata from Portion A and Portion B of the relevant
Tranche. 
  

	 	2.4	Break costs 

 If for any
reason a Drawing is not drawn down by the Borrower hereunder after the relevant Drawdown Notice has been given to the Agent pursuant to Clause 2.3, the Borrower will pay to the Agent for the account of the Lenders such amount as the Agent may
certify as necessary to compensate the Lenders (other than any Lender whose default has caused the Drawing not to be drawn down) for any loss (including any losses under any Master Agreements) or expense on account of funds borrowed, contracted for
or utilised in order to fund its Contribution to the Drawing. Each Lender shall supply to the Agent a certificate of break costs which in the absence of manifest error shall be conclusive as to the amounts due. 

 

	 	2.5	Conditions of drawdown 


The Agent shall not be under any obligation to advance a Drawing hereunder until all the documents and evidence referred to in the
relevant part of Part I of Schedule 3 are in the possession of the Agent in form and substance satisfactory to the Agent. 
  

	 	2.6	Several obligations of the Lenders 

 The obligations and rights of each Lender hereunder are several and if for any reason the Borrower receives an amount greater than the aggregate of the Contributions to the Drawing, the Borrower forthwith
upon the demand of the Agent shall pay to the Agent (for the account of those Lenders whose Contributions were exceeded) the amount certified by the Agent as representing the excess of the amount paid to the Borrower over the due and proper amount
of the Contributions of the Lenders actually received by the Agent. 

  
 31 










	 	2.7	Lender’s failure to perform 

 Subject to Clause 2.1.3, the failure by a Lender to perform its obligations hereunder shall not affect the obligations of the Borrower towards any other party hereto nor shall any such other party be
liable for the failure by such Lender to perform its obligations hereunder. 
  

	 	2.8	Fulfilment of conditions after drawdown 

 If the Lenders, acting unanimously, decide (or the Agent in accordance with Clause 20 decides) to permit the advance of a Drawing to the Borrower hereunder without the Agent having received all of the
documents or evidence referred to in the relevant part or parts of Part I of Schedule 3, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within such period as the Agent may stipulate and the advance of the
Drawing 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 or the Lenders any obligation to permit the advance of the Drawing in the absence of
any of such documents or evidence. 
  

	 	2.9	Conditions subsequent 


The Borrower undertakes to deliver or to cause to be delivered to the Agent the additional documents and other evidence listed in Part II
of Schedule 3. 
  

	3	Currency Option 

  

	 	3.1	Selection of Dollars 


The selection of Dollars as the currency in which a Drawing is denominated is subject to the conditions of, and the observance of the
restrictions to, conversion set out in Clause 3.3. The Borrower may in accordance with this Clause 3.1 select Dollars as the currency in which it wishes a Drawing to be denominated. A selection shall be made either by the Borrower: 

 

	 	3.1.1	specifying the Dollar amount to be advanced in the Drawdown Notice relating to the relevant Drawing; or 


 

	 	3.1.2	giving notice to the Agent to be received by the Agent not later than 9.00 a.m. London time five (5) Business Days prior to the commencement of the next
Interest Period relating to the Drawing pursuant to Clause 5.2. 

  

	 	3.2	Conversion 

 If the
Borrower selects Dollars as the currency in which a Drawing is to be made in accordance with Clause 3.1, the Drawing shall be converted from euro into Dollars on, and with effect from, the beginning of the relevant Interest Period. The Drawing shall
remain denominated in Dollars until its Maturity Date and no further Drawings of the relevant Tranche may be made in euro. Further, the Maturity Date of any euro Drawing of the relevant Tranche shall be the next


  
 32 









 
Interest Payment Date in respect of that Drawing (notwithstanding the Maturity Date previously selected for the Drawing), on which date the Drawing shall be repaid in accordance with Clause 4.1.

  

	 	3.3	Conditions and restrictions to conversion 

 The conversion into and denomination of any Drawing in Dollars shall be subject to Clause 2.3 and the following: 
  

	 	3.3.1	any Drawing up to the relevant Maximum Tranche Amount is available for conversion; 


 

	 	3.3.2	no Drawing may at any time be converted into and/or denominated in more than one (1) currency and any Drawdown Notice or other written instruction from the
Borrower requesting otherwise shall be of no effect; 

  

	 	3.3.3	a Drawing may only be converted into and denominated in Dollars if deposits in Dollars for the amount of the Drawing and for the Interest Period selected are available
to the Lenders in the London Interbank Market in the ordinary course of business on the relevant date. If such deposits are not so available to the Lenders, the Drawing in question shall be advanced and denominated or remain denominated (as the case
may be) in euro; 

  

	 	3.3.4	the Agent being in possession of evidence in form and substance satisfactory to it that from the relevant first Currency Conversion Date the sums insured under the
Insurances of the relevant Vessel will be denominated in Dollars in accordance with the provisions of the relevant Mortgage; and 

  

	 	3.3.5	the Agent having been able to arrange for the sums insured under the mortgagee interest insurance and the mortgagee interest insurance for pollution risks (each as more
particularly described in the relevant Mortgage) to be in Dollars from the relevant first Currency Conversion Date. 

  

	 	3.4	Repayment in same currency 

 During each Interest Period in respect of a Dollar Drawing, the obligation of the Borrower to repay that Drawing in accordance with Clause 4.1 or Clause 4.5 and to pay interest in respect of that Drawing
shall be an obligation to repay the Drawing and to pay interest (and any default interest pursuant to Clause 5.7) in respect of the Drawing in Dollars. 
  

	 	3.5	Exercise of currency option 

 All losses, damages, expenses, profits or currency risks arising from the exercise of the currency option contained in this Clause 3 shall be for the account of the Borrower. 

  
 33 










	 	3.6	No prepayment 

 The
conversion of a euro Drawing into Dollars or the operation of this Clause 3 shall not constitute or be construed as a prepayment pursuant to the provisions of Clause 4. 
  


	 	3.7	No discharge 


Notwithstanding the drawdown of a euro Drawing or the subsequent conversion of the relevant euro Drawing into Dollars it is expressly
acknowledged and agreed by the parties hereto that the Security Documents shall remain in full force and effect and that they shall stand as security for the Facility in whatever currency or currencies it is for the time being denominated.

  

	4	Repayment, Reduction, Cancellation and Prepayment of the Facility 

  

	 	4.1	Repayment 

 The Borrower
shall repay each Drawing on its Maturity Date in the currency in which it was made available. If a Drawing (the “new Drawing”) is to be made on a day on which another Drawing (the “maturing Drawing”) is due to be
repaid then, subject to the terms of this Agreement: 
  

	 	4.1.1	the maturing Drawing shall be deemed to have been repaid on its Maturity Date either in whole (if the new Drawing is equal to or greater than the maturing Drawing) or
in part (if the new Drawing is less than the maturing Drawing); and 

  

	 	4.1.2	to the extent that the maturing Drawing is so deemed to have been repaid, the principal amount of the new Drawing to be made on such date shall be deemed to have been
credited to the account of the Borrower by the Agent on behalf of the Lenders in accordance with the terms of this Agreement and the Lenders shall only be obliged to make available to the Borrower pursuant to Clause 2.3 a principal amount equal to
the amount by which the new Drawing exceeds the maturing Drawing. 

 On a Final Maturity Date, all relevant
outstanding Drawings and other sums (if any) then owing under this Agreement shall in any event be repaid or paid in full. 
  

	 	4.2	Scheduled reductions of Commitments to a Tranche 

  

	 	4.2.1	Subject to the second paragraph of this Clause 4.2.1, on each of the Reduction Dates the relevant Maximum Tranche Amount as at the date of the Third Supplemental Deed
shall be reduced by the relevant amount set out in the fifth column (Revised Reductions) of the relevant table in Schedule 8, as such Revised Reductions are reduced to reflect any relevant prepayments. 


If the Borrower exercises the currency option contained in Clause 3 after the first Reduction Date in respect of a Tranche the amounts of
the reductions to be made in Dollars on the Reduction Dates in respect of that Tranche falling after the first Currency Conversion Date in respect of that Tranche shall be calculated on the first of such Reduction Dates by


  
 34 









 
dividing the relevant Maximum Tranche Amount as at the relevant Reduction Date by the number of one thirtieths (1/30ths) of the Tranche which have not been reduced prior to that Reduction
Date. A reduction schedule setting out the amounts of the reductions to be made in Dollars on the Reduction Dates remaining after the first Currency Conversion Date in respect of that Tranche shall be agreed between the Agent and the Borrower on the
first Currency Conversion Date in respect of that Tranche and shall from such date be deemed to be a part of this Agreement. Any reduction to be made on a Reduction Date in respect of a Tranche falling on or prior to the first Currency Conversion
Date in respect of that Tranche shall be made in euro. 
 The Borrower shall pay to the Agent in euro or in Dollars (as the case
may be) all accrued interest on the reduction amount to that Reduction Date. 
 Amounts repaid by the Borrower pursuant to this
Clause 4.2.1 shall not be available for reborrowing. 
  

	 	4.2.2	Without prejudice to any other provision of this Agreement, the Commitments to a Tranche shall be reduced to zero on the relevant Final Maturity Date.


  

	 	4.3	Sale or Total Loss of a Vessel: mandatory cancellation 

 If at any time during the Security Period a Vessel is sold or is or becomes a Total Loss, the Commitments to the relevant Tranche shall be reduced to zero on the date on which the proceeds of such sale or
Total Loss are made available. 
  

	 	4.4	Amounts payable on prepayment 

 Any prepayment of a Drawing or a Tranche under this Clause 4 shall be made together with: 
  

	 	4.4.1	accrued interest on the amount to be prepaid to the date of such prepayment (calculated in respect of any period during which a Substitute Basis has applied by virtue
of Clause 6.3, at the rate per annum more particularly described in Clause 6.2); 

  

	 	4.4.2	any additional amounts payable under Clause 7.2 and Clause 8.1; 

  

	 	4.4.3	costs certified by the Agent as necessary to compensate the Lenders for the cost of repaying fixed deposits borrowed to fund any part of any Drawing or the Tranche
which is prepaid before the relevant Maturity Date or the fixed term by reference to which the relevant Interest Rate has been ascertained; and 

  

	 	4.4.4	all other sums payable by the Borrower to the relevant Lender or the German State of Lower Saxony under this Agreement including, without limitation, any accrued
commitment fee payable under Clause 14.1 and any accrued Lower Saxony Guarantee fee payable under Clause 14.3. 


  
 35 










	 	4.5	Notice of prepayment 

 No
voluntary prepayment of a Drawing may be effected under this Clause 4 unless the Borrower shall have given the Agent at least five (5) Business Days’ notice of its intention to make such prepayment. Every notice of prepayment shall be
effective only on actual receipt by the Agent, shall be irrevocable, shall specify the amount to be prepaid and shall oblige the Borrower to make such prepayment on the date specified. Unless and to the extent that the Commitments to a Tranche are
cancelled or reduced on or with effect from the date of any such prepayment, amounts prepaid may be re-drawn under this Agreement. The Borrower may not prepay any Drawing or any part thereof save as expressly provided in this Agreement. 

The Drawing(s) to be wholly or partially prepaid pursuant to Clause 4.2.1 and Clause 4.8 shall be selected by the Borrower by not fewer
than five (5) Business Days’ notice to the Agent, which shall be irrevocable. The Borrower shall not be permitted to make any selection pursuant to this Clause which would result in partial prepayment of more than one (1) Drawing. If
the Borrower fails to give notice to the Agent selecting the Drawing(s) to be prepaid, the Borrower shall be deemed to have selected to prepay first any Drawings having an Interest Period ending on the Reduction Date in question. If there are no
such Drawings or the aggregate amount of the Drawing(s) having an Interest Period ending on the Reduction Date in question either exceeds or falls short of the amount required to be prepaid, the Borrower shall prepay, in full or in part, the
Drawing(s) selected by the Agent. 
  

	 	4.6	Voluntary cancellation of Commitments to a Tranche 

 The Borrower may at any time during an Availability Period by notice to the Agent (effective only on actual receipt) cancel with effect from a date not less than five (5) Business Days after the
receipt by the Agent of such notice the whole or any part (being a minimum amount of ten million euro (EUR10,000,000) or ten million Dollars (USD10,000,000) (as the case may be) or a whole multiple thereof but not more than the Available Commitments
of all of the Lenders to the relevant Tranche as at such date) of the total of the Available Commitments to the relevant Tranche as at such date of all the Lenders. Any such notice of cancellation, once given, shall be irrevocable and upon such
cancellation taking effect the Commitment of each of the Lenders to the relevant Tranche shall be permanently reduced proportionately and the Borrower shall on the date designated in its notice prepay such amount of the outstanding Drawings as will
ensure that immediately thereafter the aggregate amount of the Drawings will not exceed the Commitments to the relevant Tranche as so reduced by virtue of the Borrower’s cancellation. Any voluntary cancellation and/or prepayment of a Tranche
made pursuant to this Clause 4.6 shall be applied in satisfaction of the Originally Scheduled Reductions in inverse order of maturity and Schedule 8 and Schedule 9 shall be recalculated and agreed in accordance with Clause 4.16. Notwithstanding
anything to the contrary in this Clause 4.6, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be governed by Clause 4.16. 

  
 36 










	 	4.7	Additional partial cancellation 

 The Borrower may also at any time during an Availability Period by notice to the Agent (effective only on actual receipt) cancel with effect from a date not less than five (5) Business Days after
receipt by the Agent of such notice the whole but not part only, but without prejudice to its obligations under Clause 7.2 and Clause 8.1, of the Commitment to the relevant Tranche of any Lender to which the Borrower shall have become obliged to pay
additional amounts under Clause 7.2 or Clause 8.1. Upon any notice of such prepayment being given, the Commitment of the relevant Lender to the relevant Tranche shall be reduced to zero and the Borrower shall be obliged to prepay the
Contribution of such Lender to the relevant Tranche on such date. 
  

	 	4.8	Prepayment during Term 


The Borrower may at any time by notice to the Agent (effective only on actual receipt) prepay the whole or any part (being a minimum
amount of ten million euro (EUR10,000,000) or ten million Dollars (USD10,000,000) (as the case may be) or such lesser amount as is acceptable to the Agent) of any Drawing prior to its Maturity Date on not less than five (5) Business Days’
notice (whether or not any part of the Commitment to the relevant Tranche is also being cancelled on such date pursuant to any provision of this Agreement) and the Borrower shall when making such prepayment, make such prepayment together with any
amounts as referred to in Clause 4.4. 
  

	 	4.9	Mandatory cancellation in case of illegality 

 If any change in, or in the interpretation or application of, any law, regulation or treaty shall make it unlawful in any jurisdiction applicable to any of the Lenders for that Lender to make available or
maintain its Contribution to a Tranche or to give effect to its obligations as contemplated hereby, the Agent may, by notice thereof to the Borrower, declare that the relevant Lender’s obligations shall be terminated forthwith whereupon (if any
of the relevant Tranche has then been advanced) the Borrower shall prepay forthwith to the relevant Lender its Contribution to the Tranche together with interest thereon to the date of such prepayment and all other amounts due to such Lender under
Clause 4.4 and under the Security Documents (or, if permitted by the relevant law, regulation or treaty, at the end of the then current Interest Period). 
 A Lender affected by any provision of this Clause 4.9 shall promptly inform the Agent after becoming aware of the relevant change and the Agent shall, as soon as reasonably practicable thereafter, notify
the Borrower of the change and its possible results. Without affecting the Borrower’s obligations under this Clause 4.9 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it
to mitigate the effect of the change (for example (and if then possible and subject to the prior consent of the German State of Lower Saxony) by changing its Lending Branch or transferring some or all of its rights and obligations under this
Agreement to another financial institution reasonably acceptable to the Borrower and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative
nature and are not incurred in dealings by any Lender with third parties. 

  
 37 










	 	4.10	Voluntary cancellation following imposition of Substitute Basis 

 The Borrower may notify the Agent within ten (10) Business Days of the receipt of a certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it wishes to cancel a Tranche or
the relevant part thereof, in which event the Borrower shall forthwith cancel the Tranche or such relevant part thereof and prepay such amount of the outstanding Drawings as will ensure that immediately thereafter the aggregate of the amount of the
Drawings will not exceed the Commitments to the Tranche or relevant part thereof as so reduced by virtue of the Borrower’s cancellation. 
  

	 	4.11	Cancellation in case of Total Loss of a Vessel 

 If a Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30) days thereof or, if the Agent is satisfied in its sole discretion that the Total Loss is adequately covered by the
Insurances and that the relevant insurance proceeds will be payable to the Agent on behalf of the Lenders within one hundred and fifty (150) days thereof, by no later than the date which is one hundred and fifty (150) days after the date
of the event giving rise to such Total Loss cancel and prepay the relevant Tranche in accordance with Clause 4.3 and Clause 13.1. 
 For the purposes of this Clause 4.11, a Total Loss shall be deemed to have occurred: 
  

	 	4.11.1	if it consists of an actual loss, at noon Greenwich Mean Time on the actual date of loss or, if that is not known, on the date on which the Vessel was last heard of;


  

	 	4.11.2	if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on the date on which the requisition is expressed to take effect by the person requisitioning
the Vessel; or 

  

	 	4.11.3	if it consists of a constructive or compromised or arranged or agreed total loss or damage to the Vessel rendering repair impracticable or uneconomical or rendering the
Vessel permanently unfit for normal use, at noon Greenwich Mean Time on the date on which notice claiming the loss of the Vessel is given to its insurers. 

  


	 	4.12	Cancellation in case of sale of a Vessel 

 If a Vessel is sold by the relevant Owner with the prior consent of the Majority Lenders (which consent is not to be unreasonably withheld or delayed), then the Borrower will concurrent with completion of
the sale cancel and prepay the relevant Tranche in accordance with Clause 4.3 and Clause 13.1. Subject to Clause 4.4, prepayment of a Tranche consequent upon the permitted sale of the relevant Vessel shall absolve the Borrower from any liability to
pay prepayment fees or costs other than legal, registration or other costs incurred in relation to the release and discharge of the Security Documents and the release of the relevant Lower Saxony Guarantee. 

  
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	 	4.13	Cancellation in case of non-delivery of a Vessel 

 If Hull No S.669 has not been delivered to Norwegian Pearl within two hundred and forty (240) days after 8 February 2007 or Hull No S.670 has not been delivered to Norwegian Gem within two
hundred and forty (240) days after 1 October 2007 the relevant Tranche will be cancelled. 
  

	 	4.14	Cancellation in case of reduction in the Owners’ Supply Costs 

 If the amount of a Tranche advanced on the Delivery Date of the relevant Vessel exceeds the relevant Maximum Tranche Amount when the Owners’ Supply Costs in respect of the relevant Vessel, as
evidenced by the information to be provided pursuant to paragraph 1 of Part II of Schedule 3, are determined, the Borrower shall forthwith cancel the relevant Tranche and prepay the relevant outstanding Drawings in each case by such an amount that
the relevant Maximum Tranche Amount is no longer exceeded, in accordance with Clause 4.4 and Clause 13.2. 
  

	 	4.15	Mandatory cancellation in case of cash sweep or special liquidity 

 On a Cash Sweep Payment Date or a Special Liquidity Sources Payment Date the Commitments to a Tranche shall be reduced by an amount equal to the relevant percentage of (as the case may be) the Relevant
Cash Sweep Amount or the Relevant Special Liquidity Sources Amount. For the purposes of this Clause 4.15, the relevant percentage of the Relevant Cash Sweep Amount or the Relevant Special Liquidity Sources Amount is the percentage of that
Relevant Cash Sweep Amount or Relevant Special Liquidity Sources Amount (as the case may be) that a Tranche bears to the Facility. 
 If, upon reduction of the Commitments to a Tranche by such amount, the aggregate of the Drawings of that Tranche at such time exceeds the Commitments to the Tranche as thereby reduced, the Borrower shall
on such date prepay such amount of the outstanding Drawings of that Tranche as will ensure that immediately thereafter the aggregate amount of those Drawings will not exceed the Commitments to the relevant Tranche as so reduced. Accordingly, the
Revised Reductions of a Tranche to be made over the period of: 
  

	 	4.15.1	twenty four (24) months from the relevant Cash Sweep Payment Date (excluding the relevant Final Maturity Date Payment, except that if the amounts available to be
applied under this Clause exceed the amounts actually applied (by virtue of excluding the Final Maturity Date Payment), then such excess shall be applied to the relevant Final Maturity Date Payment) in the case of a Relevant Cash Sweep Amount; and


  

	 	4.15.2	twelve (12) months from the relevant Special Liquidity Sources Payment Date (excluding the relevant Final Maturity Date Payment, except that if the amounts
available to be applied under this Clause exceed the amounts actually applied (by virtue of excluding the Final Maturity Date Payment), then such excess shall be applied to the relevant Final Maturity Date Payment) in the case of a Relevant Special
Liquidity Sources Amount, 

 shall be reduced pro rata. 

  
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 Commitments cancelled or reduced pursuant to this Clause 4.15 may not be re-drawn.

 Amounts applied to reduce Revised Reductions pursuant to Clause 4.15.1 and Clause 4.15.2 shall be
applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Reduction. 

Notwithstanding anything to the contrary, if a Special Liquidity Sources Payment Date occurs before any Revised Reductions in respect of
the relevant Tranche have become due, the reduction shall be applied pro rata to the Revised Reductions of that Tranche payable by the Borrower over the period of twelve (12) months from the date the Revised Reductions in respect of that
Tranche commence. 
  

	 	4.16	No cancellation 

  

	 	4.16.1	Notwithstanding anything to the contrary in this Agreement, other than in respect of: 


 

	 	(a)	ordinary refinancings; and 

  

	 	(b)	any prepayment to be made by way of a Total Exceptional Prepayment Amount on a Total Exceptional Prepayment Amount Payment Date, 


no voluntary cancellation of Commitments to a Tranche or cancellation of Commitments to a Tranche by way of a Total Exceptional
Prepayment Amount may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Cash Sweep Credit Facilities are to
be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement
in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation. 

 

	 	4.16.2	Each remaining outstanding Delayed Principal Amount referred to in Clause 4.16.1 or Maximum Amount of the Delayed Principal Amount referred to in Clause 4.16.3, to the
extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37
at 1.30 p.m. London time on that date, for the purposes of such calculation. The allocation between the Tranches shall be based on the percentage that a Tranche bears to the Facility. 


 

	 	4.16.3	Notwithstanding anything to the contrary in this Agreement, any voluntary prepayment of each Tranche made before the Maximum Amount of the Delayed Principal Amount has
been prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. 


  
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	 	4.16.4	As at the Third Restatement Date, Schedule 8 contains reduction schedules calculated following the cancellation and/or prepayment of the Relevant Exceptional Prepayment
Amount in respect of the Total Sky Vessel and Breakaway 3 Prepayment Amount. Following any further voluntary cancellation and/or prepayment of the Facility under this Clause 4.16, Schedule 8 shall be recalculated using the Application of
Proceeds Formulation or in accordance with Clause 4.6 (as the case may be) and shall be agreed between the Agent and the Borrower as soon as possible after the cancellation and/or prepayment date and shall, from such cancellation and/or
prepayment date, be deemed to be a part of this Agreement. 

  

	 	4.16.5	As at the Third Restatement Date, Schedule 9, as referred to in paragraphs (ii), (iii) and (iv) of the definition of Applicable Margin, contains reduction
schedules calculated following the prepayment and/or cancellation of the Relevant Exceptional Prepayment Amount in respect of the Total Sky Vessel and Breakaway 3 Prepayment Amount. Following any further cancellation and/or prepayment of the
Facility under this Clause 4.16, Schedule 9 shall be recalculated by reference to the Schedule 9 existing prior to the application of that cancellation and/or prepayment and such cancellation and/or prepayment shall be applied:


  

	 	(a)	pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each relevant Revised Reduction, such ratio being calculated by dividing any
difference between the amount of the relevant Revised Reduction and the amount of the relevant Originally Scheduled Reduction by the amount of the relevant Revised Reduction; or 


 

	 	(b)	entirely to the Ordinary Principal Amount, if there is no difference between the amount of the relevant Revised Reduction and the amount of the relevant Originally
Scheduled Reduction; and 

  

	 	(c)	in forward order of maturity with respect to each Revised Reduction, to the extent that the amount of each such Revised Reduction exceeds the amount of the Originally
Scheduled Reduction, or in accordance with Clause 4.6 (as the case may be) 

 and shall be agreed between the
Agent and the Borrower as soon as possible after the cancellation and/or prepayment date and shall, from such cancellation and/or prepayment date, be deemed to be a part of this Agreement. 

 

	5	Interest 

  

	 	5.1	Payment of interest 

 The
Borrower shall pay interest on each Drawing at the Interest Rate applicable for each Interest Period in respect thereof which interest shall be payable in arrears on each Interest Payment Date. 

  
 41 










	 	5.2	Selection and duration of Interest Periods 

 The Borrower may give notice to the Agent to be received by the Agent not later than 9.00 a.m. London time five (5) Business Days prior to the commencement of each Interest Period, specifying whether
that Interest Period is to be of one (1), three (3) or six (6) months’ duration or of such other period as the Borrower and all the Lenders may agree or end on the next Cash Sweep Payment Date or Maturity Date PROVIDED THAT no
more than three (3) Interest Periods of one (1) month’s duration may be requested in any one (1) calendar year in respect of a Tranche. Interest Periods shall commence, in the case of the first in respect of a Drawing, on the
relevant Advance Date and, in the case of Interest Periods other than the first, on the expiry of the preceding Interest Period. Each Interest Period shall, subject to the following provisions of this Clause 5, be of a duration selected by the
Borrower as above PROVIDED THAT the final Interest Period in respect of a Drawing shall end on the Maturity Date of that Drawing. 
  

	 	5.3	No notice and unavailability 

 If the Borrower fails to select an Interest Period in accordance with Clause 5.2 or the Agent certifies that deposits for the period selected by the Borrower are not available to each of the Lenders in
the ordinary course of business in the relevant interbank eurocurrency market to fund the Drawing, the Borrower shall be deemed to have selected an Interest Period of three (3) months (or such other period as the Agent may in its sole
discretion decide). 
  

	 	5.4	Extension and shortening of Interest Periods 

  

	 	5.4.1	If an Interest Period would otherwise end on a day which is not a Business Day, the Interest Period shall be extended until the next following Business Day unless the
next following Business Day falls in the next calendar month in which case the Interest Period will be shortened to expire on the preceding Business Day. 

  

	 	5.4.2	If an Interest Period commences on the last Business Day in a month and if there is no day in the month in which the Interest Period will end which corresponds
numerically to the day on which it begins, the Interest Period shall end on the last Business Day in that month. 

  

	 	5.5	Interest Rate 

 Subject
to Clause 5.7 and Clause 6, the rate of interest applicable to a Drawing during an Interest Period shall be the rate per annum which is the sum of EURIBOR or LIBOR (as the case may be), the Applicable Margin and Mandatory Costs. 

 

	 	5.6	Bank basis 

 Interest,
commitment fee and any other payments hereunder or under the commitment letter referred to in Clause 14.2 or any other fee letter of an annual nature shall accrue from day to day and be computed on the basis of a year of three hundred and sixty
(360) days and for the actual number of days elapsed. 

  
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	 	5.7	Default interest 

 If the
Borrower fails to pay on the due date any sum due under this Agreement or any of the other Security Documents to which it may at any time be a party, the Borrower shall, without affecting any other remedy of the Agent or the Lenders, on demand pay
interest on such sum from the due date to the actual date of payment (as well after as before judgment). Such interest shall accrue on a daily basis at the higher of the Interest Rate fixed for the latest Interest Period and the rate computed by the
Agent and certified by the Agent to the Borrower as being the aggregate of (a) the Applicable Margin, Mandatory Costs and two per cent (2%) and (b) the greater of (i) in the case of the Lenders, the average (rounded upwards if
necessary to the next integral multiple of one-sixteenth of one per cent (1/16%)) of the respective rates per annum at which each of the Lenders is able to acquire in accordance with its normal practice deposits in euro or Dollars (as the case
may be) in successive periods of one (1) month (or for such shorter period as the Agent may in its sole discretion select) in the relevant interbank eurocurrency market in an amount equivalent to or comparable with its relevant Contribution to
such sum, and, in the case of the Agent, the rate per annum at which it is able to acquire in accordance with its normal practice deposits in euro or Dollars (as the case may be) in successive periods of one (1) month (or for such shorter
period as the Agent may in its sole discretion select) in the relevant interbank eurocurrency market in an amount equivalent to such sum, as at approximately 11.00 a.m. Brussels time (in the case of euro) and as at approximately 11.00 a.m.
London time (in the case of Dollars) on any relevant day and (ii) in the case of the Lenders, the average (rounded upwards if necessary to the next integral multiple of one-sixteenth of one per cent (1/16%)) of the cost to each of the
Lenders of funding its relevant Contribution to such sum, and, in the case of the Agent, the cost of funding such sum, such interest to be compounded at the end of the period selected by the Agent and to be payable on demand. In the event of EURIBOR
or LIBOR (as the case may be) not being available then the Agent shall in its discretion use the Substitute Basis for its calculation as set out in Clause 6.3. 
  

	6	Substitute Basis of Funding 

  

	 	6.1	Absence of quotations 


Subject to Clause 6.2, if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation
by 11.00 a.m. London time, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. 
  

	 	6.2	Market disruption 

 If a
Market Disruption Event occurs for any Interest Period, then the rate of interest on each Lender’s relevant Contribution to a Tranche for that Interest Period shall be the percentage rate per annum which is the sum of: 

 

	 	6.2.1	the Applicable Margin; 

  

	 	6.2.2	the rate notified to the Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period, to be that
which expresses as a percentage rate per annum the cost to that Lender of funding its relevant Contribution from whatever source it may reasonably select; and 


 

	 	6.2.3	the Mandatory Cost, if any, applicable to that Lender’s relevant Contribution. 


  
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 In this Agreement “Market Disruption Event” means: 

 

	 	(a)	at or about noon on the Quotation Date for the relevant Interest Period Reuters BBA Page LIBOR 01 is not available and none or only one of the Reference Banks supplies
a rate to the Agent to determine LIBOR for the relevant Interest Period; or 

  

	 	(b)	before close of business in London on the Quotation Date for the relevant Interest Period, the Agent receives notifications from Lenders (in number exceeding thirty
four per cent (34%) of the Lenders and whose Contributions and Commitments are not less than thirty four per cent (34%) of the relevant Tranche) that the cost to them of obtaining matching deposits in the London Interbank Market would be
in excess of LIBOR. 

  

	 	6.3	Substitute basis of interest or funding 

  

	 	6.3.1	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than
thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. 

  

	 	6.3.2	Any alternative basis agreed pursuant to Clause 6.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all parties to this Agreement.


  

	 	6.4	Review 

 So long as any
Substitute Basis is in force, the Agent, in consultation with the Borrower and the Lenders, shall from time to time, but not less often than monthly, review whether or not the circumstances referred to in Clause 6.1 or Clause 6.2 still prevail with
a view to returning to the normal provisions of this Agreement. 
  

	7	Payments 

  

	 	7.1	Place for payment 


Subject to Clause 14.3, all payments by the Borrower under this Agreement or any of the other Security Documents to which it may at
any time be a party shall be made to the Agent in Same Day Funds and: 
  

	 	7.1.1	if in euro through the EBA clearing system to DNB Bank ASA, London (BIC:DNBAGB2L) in favour of DNB Bank ASA, New York (BIC: DNBANOKK) by 10.00 a.m. Brussels time;
and 

  

	 	7.1.2	if in Dollars to Bank of New York, New York, for the account of DNB Bank ASA, New York account no 8033261374 by 10.00 a.m. New York time, 



  
 44 









 or such other account or bank as the Agent may from time to time designate. 

 

	 	7.2	Deductions and grossing-up 

  

	 	7.2.1	Each payment to be made by the Borrower to the Agent, the Lenders or the Lower Saxony Guarantee Agent hereunder or under the commitment letter referred to in Clause
14.2 or any other fee letter shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum
payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent, the Lenders or the Lower Saxony
Guarantee Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be
made. 

  

	 	7.2.2	Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent is required to make any
payment on account of tax (not being a tax imposed on the net income of its Lending Branch by the jurisdiction in which it is incorporated or in which its Lending Branch is located or any other tax existing and applicable on the Signing Date under
the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent (including, without limitation, any sum received or
receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent, the Borrower shall, upon demand
of the Agent, indemnify such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith other
than interest penalties and expenses that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent. If any Lender, the Agent or the Lower
Saxony Guarantee Agent proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender, the Agent or the Lower Saxony
Guarantee Agent may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.


  

	 	7.3	Production of receipts for Taxes 

 If the Borrower makes any payment hereunder in respect of which it is required by law to make any deduction or withholding, it shall pay the full amount to be deducted or withheld to the relevant taxation
or other authority within the time allowed for such payment under applicable law and shall deliver to the Agent within thirty (30) days after it has made such payment to the applicable authority


  
 45 









 
any original receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. 

If an additional payment is made under Clause 7.2.2 and any Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee
Agent determines that it has received or been granted a credit against or relief of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Lender or the Agent on its behalf, the Agent or the Lower
Saxony Guarantee Agent shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Lender or the Agent on its behalf, the Agent or
the Lower Saxony Guarantee Agent shall in its opinion have concluded to be attributable to the relevant deduction or withholding. Any such payment shall be conclusive evidence of the amount due to the Borrower hereunder and shall be accepted by the
Borrower in full and final settlement of its rights of reimbursement hereunder in respect of such deduction or withholding. Nothing herein contained shall interfere with the right of any Lender, the Agent and the Lower Saxony Guarantee Agent to
arrange their respective tax affairs in whatever manner they think fit. 
  

	 	7.4	Currency of account 


Unless the Agent agrees or requires otherwise in accordance with the terms of this Agreement: 

 

	 	7.4.1	a repayment or payment of all or part of the Facility, a Tranche, a Drawing or any sum due and payable but unpaid by any Obligor under the Security Documents shall be
made in the currency in which the Facility, such Tranche, such Drawing or such unpaid sum is denominated on its due date; 

  

	 	7.4.2	each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued; and


  

	 	7.4.3	each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred 


 

	 	7.5	Money of account 

 If any
sum due from the Borrower under this Agreement or any other Security Document to which it may at any time be a party, or any order or judgment given or made in relation thereto, has to be converted from the currency (the “first
currency”) in which the same is payable under such Security Document, order or judgment into another currency (the “second currency”) for the purpose of: 

 

	 	7.5.1	making or filing a claim or proof against the Borrower; 

  

	 	7.5.2	obtaining an order or judgment in any court or other tribunal; or 

  

	 	7.5.3	enforcing any order or judgment given or made in relation thereto; 


  
 46 









 the Borrower shall indemnify and hold harmless the Agent, the Lower Saxony Guarantee Agent
and each of the Lenders from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used to convert the sum in question from the first currency into the second currency and (b) the rate
or rates of exchange at which each Lender, the Agent or the Lower Saxony Guarantee Agent may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in
part, of any such order, judgment, claim or proof. The above indemnity shall constitute an obligation of the Borrower separate and independent from its other obligations and shall apply irrespective of any indulgence granted by the Agent, the Lower
Saxony Guarantee Agent or any of the Lenders. 
  

	 	7.6	Accounts 

 The Agent
shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to each of the Lenders hereunder or under any of the other Security Documents. In any legal action or proceeding arising out of
or in connection with this Agreement or any other Security Documents, the entries made in the accounts so maintained shall be prima facie evidence, save in the case of manifest error, of the existence and amounts of the obligations of the Borrower
recorded therein. 
  

	 	7.7	Earnings 

 Provided no
Event of Default has occurred (following which the Agent shall (inter alia) be entitled to request the Owners to give notice pursuant to clause 4 of the Earnings Assignments and apply the Earnings in accordance with Clause 13.2) the Earnings
shall throughout the Security Period be at the free disposal of the Owners. 
  

	 	7.8	Continuing security 

 The
security created by this Agreement, each of the other Security Documents and the Lower Saxony Guarantee shall be held by the Agent, the Lower Saxony Guarantee Agent and/or the Lenders as a continuing security for the repayment of the Outstanding
Indebtedness and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby or thereby secured or by any amendment of this Agreement, any of the other Security Documents or the Lower
Saxony Guarantees. Such security shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them for
all or any part of the amount hereby or thereby secured or any other right or remedy of the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them under this Agreement, any of the other Security Documents or the Lower Saxony
Guarantees, by operation of law or otherwise howsoever arising. All the powers arising from any and all such security may be exercised from time to time as the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them may deem expedient.

  

	 	7.9	Mitigation 

 Without
affecting the Borrower’s obligations under Clause 7.2 the affected Lender, the Agent or the Lower Saxony Guarantee Agent shall take such 

  
 47 









 
reasonable steps as may be open to it to mitigate the effect of any tax withholding requirement, subject to the prior consent of the German State of Lower Saxony. The reasonable costs of
mitigating the effect shall be borne by the Borrower. 
  

	8	Yield Protection and Force Majeure 

  

	 	8.1	Increased costs 

  

	 	8.1.1	If by reason of: 

  

	 	(a)	any change in law or in its interpretation or administration; and/or 

  

	 	(b)	compliance with any request from or requirement of any central bank or other fiscal, monetary or other authority including but without limitation the Basle Committee on
Banking Supervision whether or not having the force of law: 

  

	 	(i)	any of the Lenders or an Associated Company incurs a cost as a result of the relevant Lender performing its obligations under this Agreement and/or its advancing its
Contribution hereunder; or 

  

	 	(ii)	there is any increase in the cost to any of the Lenders or an Associated Company of the relevant Lender funding or maintaining all or any of the advances comprised in a
class of advances formed by or including its Contribution advanced or to be advanced by it hereunder; or 

  

	 	(iii)	any of the Lenders or an Associated Company incurs a cost as a result of the relevant Lender having entered into and/or its assuming or maintaining its commitment under
this Agreement; or 

  

	 	(iv)	any of the Lenders or an Associated Company becomes liable to make any payment on account of Tax or otherwise (other than Tax on its overall net income) on or
calculated by reference to the amount of the relevant Lender’s Contribution advanced or to be advanced hereunder and/or any sum received or receivable by it hereunder; or 


 

	 	(v)	any of the Lenders or an Associated Company suffers any decrease in its rate of return as a result of any changes in the requirements relating to capital ratios,
monetary control ratios, reserve assets, the payment of special deposits, liquidity costs or other similar requirements affecting that Lender or Associated Company, 


except to the extent included in the Mandatory Cost then the Borrower shall from time to time on demand pay to the Agent for the account
of the relevant Lender, Lenders, Associated Company or Associated Companies amounts sufficient to indemnify the relevant Lender, Lenders, Associated Company or Associated Companies against, as the case may be, such cost,


  
 48 









 
such increased cost (or such proportion of such increased cost as is in the reasonable opinion of the relevant Lender, Lenders, Associated Company or Associated Companies attributable to the
funding or maintaining of the relevant Lender or Lenders’ Contribution(s) hereunder) or such liability. 
  

	 	8.1.2	A Lender affected by any provision of Clause 8.1.1 shall promptly inform the Agent after becoming aware of the relevant change or request and its possible results and
the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower of the change or request and its possible results. Without affecting the Borrower’s obligations under Clause 8.1.1 and in consultation with the Agent, the
affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the change or request (for example (if then possible) by changing its Lending Branch or transferring some or all of its rights and obligations
under this Agreement to another financial institution reasonably acceptable to the Agent and after consultation with the Borrower). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs
are of an internal administrative nature and are not incurred in dealings by any Lender with third parties. 

  

	 	8.2	Force majeure 

 Where the
Agent or any Lender (the “Non-Performing Party”) is prevented from performing any of its obligations under this Agreement by reason of Force Majeure this Agreement shall remain in effect but the Non-Performing Party’s relevant
obligations shall be suspended for so long as the Force Majeure continues and to the extent that the Non-Performing Party is so prevented, PROVIDED THAT: 
  

	 	8.2.1	the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; 


 

	 	8.2.2	the obligations of the Non-Performing Party shall not be excused as a result of the Force Majeure; and 


 

	 	8.2.3	in respect of the suspension of the Non-Performing Party’s obligations: 


 

	 	(a)	the Non-Performing Party gives the Agent prompt written notice which the Agent shall forthwith upon receipt send to the Borrower describing the circumstances of Force
Majeure (including the nature of the occurrence, its expected duration and the effects of the Force Majeure on the ability of the Non-Performing Party to perform its relevant obligations), and continues to furnish weekly reports with respect thereto
during the period of Force Majeure; 

  

	 	(b)	the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the Force Majeure; and 


 

	 	(c)	as soon as reasonably possible after the cessation of the Force Majeure the Non-Performing Party shall notify the Agent (who shall notify the Borrower) in writing of
such cessation and shall resume performance of its obligations under this Agreement if such resumption is then possible. 


  
 49 










	9	Representations and Warranties 

  

	 	9.1	Duration 

 The
representations and warranties in Clause 9.2 shall survive the execution of this Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances subsisting, as if made on each day until the Borrower has
no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents. 
  

	 	9.2	Representations and warranties 

 The Borrower represents and warrants to the Agent and each of the Lenders that: 
  

	 	9.2.1	Status Each Obligor is a corporation duly organised, constituted and validly existing under the laws of the country of its incorporation, possessing perpetual
corporate existence, the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on its business as it is now being conducted. 


 

	 	9.2.2	Powers and authority Each of the Obligors has the power to enter into and perform this Agreement and those of the other Security Documents to which it is a party
and the transactions contemplated hereby and thereby and has taken all necessary action to authorise the entry into and performance of this Agreement and such other Security Documents and such transactions. 


 

	 	9.2.3	Legal validity This Agreement constitutes legal, valid and binding obligations of the Borrower enforceable in accordance with its terms and in entering into this
Agreement and borrowing the Facility, the Borrower is acting on its own account. Each other Transaction Document and each Apollo Transaction Document constitutes (or will constitute when executed) legal, valid and binding obligations of each Obligor
expressed to be a party thereto enforceable in accordance with their respective terms. 

  

	 	9.2.4	Non-conflict with laws The entry into and performance of this Agreement, the other Transaction Documents, the Apollo Transaction Documents and the transactions
contemplated hereby and thereby do not and will not conflict with: 

  

	 	(a)	any law or regulation or any official or judicial order; or 

  

	 	(b)	the constitutional documents of any Obligor; or 

  

	 	(c)	any agreement or document to which any Obligor is a party or which is binding upon such Obligor or any of its assets, 


nor result in the creation or imposition of any Encumbrance on an Obligor or its assets pursuant to the provisions of any such agreement
or document. 

  
 50 










	 	9.2.5	No default Save as disclosed in writing to the Agent prior to the Signing Date, no event has occurred which constitutes a default under or in respect of any
Transaction Document to which any Obligor is a party or by which any Obligor may be bound (including (inter alia) this Agreement) and no event has occurred which constitutes a default under or in respect of any agreement or document to which any
Obligor is a party or by which any Obligor may be bound to an extent or in a manner which might have a material adverse effect on its business, assets or financial condition. 


 

	 	9.2.6	Consents Except for the prior consent of the Bermuda Monetary Authority for the granting of the security interest over the shares comprised in the Charged
Property (as defined in the Charges) and the transfer and registration of the shares comprised in the said Charged Property to or in the name of the Agent or its nominee under clause 9.2.4 of the Charges, for the filing of those Security Documents
which require registration in the Companies Registries in England and Wales, the United States of America and/or Bermuda, which filing must be completed within twenty one (21) days of the execution of the relevant Security Document(s) in the
case of England and Wales, and for the registration of the Mortgages through the Bahamas Maritime Authority, 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 Agreement and each of the other Transaction Documents and the transactions contemplated thereby have been obtained or effected and are in full
force and effect. 

  

	 	9.2.7	Accuracy of information All information furnished by any Obligor relating to the business and affairs of any Obligor in connection with this Agreement, the other
Transaction Documents and the Lower Saxony Guarantees 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.


  

	 	9.2.8	Full disclosure Each Obligor has fully disclosed in writing to the Agent all facts relating to each Obligor which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders in deciding whether or not to enter into this Agreement. 

  

	 	9.2.9	No Encumbrances None of the assets or rights of any Obligor is subject to any Encumbrance except Permitted Liens or Encumbrances created in respect of Permitted
Indebtedness. 

  

	 	9.2.10	Pari passu or priority status The claims of the Agent and the Lenders against the Borrower under this Agreement will rank at least pari passu with the claims of
all unsecured creditors of the Borrower (other than claims of such creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Borrower who is also an Obligor. 


 

	 	9.2.11	Solvency The Obligors are and shall remain, after the advance to them of the Facility or any of it, solvent in accordance with the laws of Bermuda and the United
Kingdom and in particular with the provisions of the United Kingdom’s Insolvency Act 1986 (as from time to time amended) and the requirements thereof. 


  
 51 










	 	9.2.12	Winding-up, etc. Subject to Clause 10.11, neither the Borrower nor any other Obligor has taken any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief) threatened against any of them for the winding-up, dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer
of any of them or any or all of their assets or revenues nor have either sought any other relief under any applicable insolvency or bankruptcy law. 

  

	 	9.2.13	Accounts The consolidated audited accounts of the NCLC Group for the period ending on 31 December of each financial year during the period of this Agreement
(which accounts will be prepared in accordance with US GAAP) will fairly represent the financial condition of the NCLC Group as shown in such audited accounts. 


 

	 	9.2.14	Litigation Save as disclosed in the Disclosure Letter, no litigation, arbitration or administrative proceedings are current or pending or, to its knowledge,
threatened, which might, if adversely determined, have a Material Adverse Effect. For the avoidance of doubt, the disclosure of any such litigation, arbitration or administrative proceedings after the Signing Date shall not be deemed to be a fact
and circumstance subsisting at any time that this representation is deemed to be repeated pursuant to Clause 9.1. 

  

	 	9.2.15	Tax liabilities The NCLC Group has complied with all taxation laws in all jurisdictions in which it is subject to Taxation and has paid all Taxes due and payable
by it; no material claims are being asserted against it with respect to Taxes, which might, if such claims were successful, have a material adverse effect on its business, assets or financial condition. 


 

	 	9.2.16	Ownership of assets Each member of the NCLC Group has good and marketable title to all its assets which is reflected in the audited accounts referred to in
Clause 9.2.13. 

  

	 	9.2.17	No immunity None of the Obligors nor any of their respective assets enjoys any right of immunity (sovereign or otherwise) from set-off, suit or execution in
respect of their obligations under this Agreement or any of the other Transaction Documents or by any relevant or applicable law. 

  

	 	9.2.18	Taxes on payments As at the Signing Date all amounts payable by the Borrower hereunder may be made free and clear of and without deduction for or on account of
any Taxation. 

  

	 	9.2.19	Place of business None of the Obligors has a place of business in any jurisdiction (except as already disclosed) which requires any of the Security Documents to
be filed or registered in that jurisdiction to ensure the validity of the Security Documents to which it is a party. 

  

	 	9.2.20	 Ownership of shares All the authorised and issued shares in each of the Owners and the Manager are legally and beneficially owned by the




  
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Shareholder, all the authorised and issued shares in the Shareholder are legally and beneficially owned by Arrasas and all the authorised and issued shares in Arrasas are legally and beneficially
owned by the Borrower and such structure shall remain so throughout the Security Period. Further, no Event of Default has occurred under Clause 12.1.16 in respect of the ownership and/or control of the shares in the Borrower.


  

	 	9.2.21	Completeness of documents The copies of the Building Contracts, the Management Agreements, the Apollo Transaction Documents and any other relevant third party
agreements delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and no amendments thereto or variations
thereof have been agreed other than (if applicable), in the case of the Management Agreements, in accordance with clause 6.1.17 of the two (2) deeds of covenants collateral to the two (2) first priority statutory Bahamian ship mortgages to
be granted by each of the Owners over its Vessel nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable. The copy of the Sky Vessel MOA delivered to the Agent is a true and
complete copy of such document constituting valid and binding obligations of the parties thereto enforceable in accordance with its terms and no amendments thereto or variations thereof have been agreed other than (if applicable) amendments or
variations to the Sky Vessel MOA to: 

  

	 	(a)	correct errors in such document related to the Sky Vessel Indebtedness provided that such errors relate to administrative matters only; 


 

	 	(b)	allow for the date for payment of any amount of the Sky Vessel Purchase Price or interest thereon (or other fees, costs and expenses under the Sky Vessel Indebtedness)
to be varied by up to five (5) Business Days provided that the amendment or variation is only for reason of ease of administration of the parties to the Sky Vessel MOA; 


 

	 	(c)	amend or vary provisions of the Sky Vessel MOA not related to the Sky Vessel Indebtedness and not of a material nature; or 


 

	 	(d)	amend or vary provisions of the Sky Vessel MOA to the extent such amendments or variations are not, in the reasonable opinion of the Agent, adverse to the Borrower or
the Lenders 

 nor has any action been taken by the parties thereto which would in any way render such document
inoperative or unenforceable. 
  

	 	9.2.22	No undisclosed commissions There are and will be no commissions, rebates, premiums or other payments by or to or on account of any Obligor, their shareholders or
directors in connection with the transaction as a whole other than as disclosed to the Agent in writing. 


  
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	 	9.2.23	Environment Each of the Obligors: 

  

	 	(a)	is in compliance with all applicable federal, state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or
protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, water of the contiguous zone, ocean waters and international waters), including without limitation, laws,
regulations, conventions and agreements relating to: 

  

	 	(i)	emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazard substances,
petroleum and petroleum products and by-products (“Materials of Environmental Concern”); or 

  

	 	(ii)	the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (such laws, regulations,
conventions and agreements the “Environmental Laws”); 

  

	 	(b)	has all permits, licences, approvals, rulings, variances, exemptions, clearances, consents or other authorisations required under applicable Environmental Laws
(“Environmental Approvals”) and are in compliance with all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted; 


 

	 	(c)	has not received any notice, claim, action, cause of action, investigation or demand by any other person, alleging potential liability for, or a requirement to incur,
investigatory costs, clean-up costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorney’s fees and expenses or fines or penalties, in
each case arising out of, based on or resulting from: 

  

	 	(i)	the presence or release or threat of release into the environment of any Material of Environmental Concern at any location, whether or not owned by such person; or


  

	 	(ii)	circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval (“Environmental Claim”); and


 there are no circumstances that may prevent or interfere with such full compliance in the future. 

There is no Environmental Claim pending or threatened against any of the Obligors. 

  
 54 









 There are no past or present actions, activities, circumstances, conditions, events or
incidents, including, without limitation, the release, emission, discharge or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claim against any of the Obligors. 

 

	 	9.2.24	Money laundering Any borrowing by the Borrower hereunder, and the performance of its obligations hereunder and under the other Security Documents, will be for
its own account and will not involve any breach by it of any law or regulatory measure relating to “money laundering” as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities.


  

	10	Undertakings 

  

	 	10.1	Duration 

 The
undertakings in this Clause 10 shall remain in full force and effect until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents. 

 

	 	10.2	Information 

 The
Borrower will provide to the Agent (or will procure the provision of): 
  

	 	10.2.1	as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its Accounts
(commencing with the audited accounts made up to 31 December 2005); 

  

	 	10.2.2	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 30 June 2005); 

  

	 	10.2.3	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 financial year ending
31 December 2005, 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;


  

	 	10.2.4	as soon as practicable (and in any event not later than 31 January of each financial year): 


 

	 	(a)	a budget for the NCLC Group for such new financial year including a twelve (12) month liquidity budget for such new financial year; and 


 

	 	(b)	updated financial projections of the NCLC Group for at least the next five (5) years (including an income statement and quarterly break downs for the first of
those five (5) years), 


  
 55 









 and an outline of the assumptions supporting such budget and financial projections
including but without limitation any scheduled drydockings; 
  

	 	10.2.5	within fifteen (15) days of a request from the Agent (but at intervals no more frequently than annually at the Borrower’s expense unless an Event of Default
has occurred and is continuing), a valuation of each of the Vessels obtained in accordance with the provisions of Clause 10.17; 

  

	 	10.2.6	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 6 (commencing with the second quarter of the financial year ending
31 December 2005) and such other information as the Agent may request; 

  

	 	10.2.7	promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the NCLC Group as the Agent
may request; 

  

	 	10.2.8	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 Borrower, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding [*] or the equivalent in another currency); 


 

	 	10.2.9	 as soon as practicable (and in any event no later than the twenty fifth (25th) day of each month), a monthly bank reporting package for the NCLC Group for the previous month comprised of a
profit and loss statement, a balance sheet, a cash flow statement and a statement of the Free Liquidity (commencing with the month to 31 March 2009); 



 

	 	10.2.10	a quarterly earnings conference telephone call (commencing with the financial quarter to 31 March 2009) to take place as soon as practicable and in any event no
later than forty (40) days after the end of any relevant financial quarter except the fourth financial quarter and no later than seventy five (75) days after the end of the fourth financial quarter; and 


 

	 	10.2.11	as soon as practicable (and in any event within thirty (30) days after the close of each quarter of each financial year) a report on bookings for the following
year and a comparison with the previous year in the form of Schedule 10 (commencing with the financial quarter ending 30 June 2009). 

 All accounts required under this Clause 10.2 shall be prepared in accordance with US GAAP and shall fairly represent the financial condition of the relevant company. 

 

	 	10.3	Financial Undertakings 


The Borrower will ensure that: 
  

	 	10.3.1	at all times the minimum Free Liquidity will be not less than Fifty Million Dollars (USD 50,000,000); 


  
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	 	10.3.2	as at the end of the relevant financial quarter: 

  

	 	(a)	as at 30 September 2006 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); 

  

	 	10.3.3	as at 30 September 2006 and as at the end of each subsequent financial quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC Group shall
not exceed nought point seven (0.7) to one (1.0). 

  

	 	10.3.4	during the Moratorium Period: 

  

	 	(a)	at all times the aggregate of minimum Free Liquidity and any amount standing to the credit of the Cash Sweep Bank Account will be not less than one hundred million
Dollars (USD100,000,000); and 

  

	 	(b)	either: 

  

	 	(i)	as at the end of each financial quarter during the Moratorium Period the ratio of Total Net Funded Debt to Consolidated EBITDA 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 more than eleven (11.0) to one (1.0). For the purpose of this calculation, once the F3 Two-Related Debt is included in
Total Net Funded Debt, Consolidated EBITDA shall be adjusted to allow the inclusion of pro forma F3 Two EBITDA for such period (as determined by the Borrower reasonably and in good faith); or 


 

	 	(ii)	at all times during the financial quarter being measured in Clause 10.3.4(b)(i) the NCLC Group has maintained an aggregate of minimum Free Liquidity and any amount
standing to the credit of the Cash Sweep Bank Account in an amount which is not less than one hundred and fifty million Dollars (USD150,000,000); 

  

	 	10.3.5	as at the end of each financial quarter, the ratio of Total Net Funded Debt to Consolidated Adjusted Total Assets shall not exceed: 


 

	 	(a)	ninety per cent (90%) during the calendar year of 2009; 

  

	 	(b)	eighty per cent (80%) during the calendar year of 2010; and 

  

	 	(c)	seventy per cent (70%) thereafter; 


  
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	 	10.3.6	save as specified in Clause 10.3.2, Clause 10.3.4 and Clause 10.3.8, the ratios referred to in this Clause 10.3 will be measured on a quarterly basis by reference
to the consolidated accounts of the NCLC Group; 

  

	 	10.3.7	only the Moratorium Undertakings and the undertaking contained in Clause 10.3.8 will apply during the Moratorium Period. From the end of the Moratorium Period the
ratios referred to in this Clause 10.3, other than the ratios referred to in Clause 10.3.4 and Clause 10.3.8, will apply; 

  

	 	10.3.8	if Consolidated EBITDA at the end of any financial quarter (computed for the period of the four (4) consecutive financial quarters ending at the end of such
financial quarter) during the Moratorium Period is more than twenty per cent (20%) lower than Budgeted Consolidated EBITDA for such period, then the Majority Group-Wide Lenders shall have the right to request the Borrower promptly to appoint,
at its cost, an independent restructuring firm acceptable to the Majority Group-Wide Lenders to provide a due diligence report on the management restructuring plan and its present state to the Group-Wide Lenders as soon as practicable. The Borrower
shall use commercially reasonable efforts to assist such restructuring firm in preparing such due diligence report within sixty (60) days of the request. 

 Save as specified in Clause 10.3.2, the ratios referred to in this Clause 10.3 will be measured on a quarterly basis by reference to the consolidated accounts of the NCLC Group. 

Amounts available for drawing under the Facility or any other 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 the ratios in Clause 10.3.3, Clause 10.3.4(b)(i) and Clause 10.3.5; 

 

	 	10.4	Dividends 

  

	 	10.4.1	 The Borrower shall not and shall procure that no other member of the NCLC Group shall, pay any dividends or make any other distributions in respect of
its share capital to any person, provided that (i) subsidiaries of the Borrower may pay dividends to another member of the NCLC Group; (ii) the Borrower may pay dividends in respect of tax liability to each relevant jurisdiction in respect
of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Borrower’s capital stock with respect to income taxable as a result of any member of the NCLC Group being treated as a pass-through entity or attributable to any
member of the NCLC Group and (iii) after the later of (x) the listing of the ordinary capital stock of the Borrower or parent company of the Borrower on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal
Amount having been cancelled and/or prepaid and/or repaid, dividends may be paid in an amount not to exceed [*] of the Consolidated Net Income of the Borrower and its subsidiaries for the period commencing on 1 January 2010 and ending on the
date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is 



  
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continuing or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four
(4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 10.2 is less than [*]. The Agent shall use the Application of Proceeds Formulation to determine whether an amount equal to the
relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid. 

  

	 	10.4.2	The Borrower will procure that any dividends or other distributions and interest paid or payable in connection therewith received by the Shareholder, NCL America
Holdings and/or Arrasas will be paid to the Borrower by way of dividend promptly on receipt. 

  

	 	10.5	Notification of default 


The Borrower will notify the Agent of any Event of Default forthwith upon any Obligor becoming aware of the occurrence thereof. Upon the
Agent’s request from time to time the Borrower will issue a certificate stating whether any Obligor is aware of the occurrence of any Event of Default. 
  

	 	10.6	Consents and registrations 

 The Borrower will procure that (and will promptly furnish Certified Copies to the Agent of) all such authorisations, approvals, consents, licences and exemptions as may be required under any applicable
law or regulation to enable it or any Obligor to perform its obligations under, and ensure the validity or enforceability of, each of the Transaction Documents are obtained and promptly renewed from time to time and will procure that the terms of
the same are complied with at all times. Insofar as such filings or registrations have not been completed on or before the relevant Delivery Date the Borrower will procure the filing or registration within applicable time limits of each Security
Document which requires filing or registration together with all ancillary documents required to preserve the priority and enforceability of the Security Documents. 
  

	 	10.7	Negative pledge 

 The
Borrower will not create or permit to subsist any Encumbrance on the whole or any part of the present or future assets of the Owners or any other owner or prospective owner of a mortgaged vessel in the NCLC Fleet except for: 

 

	 	10.7.1	Encumbrances created with the prior written consent of the Lenders; 

  

	 	10.7.2	Permitted Liens; 

  

	 	10.7.3	Encumbrances created in respect of Permitted Indebtedness; and 

  

	 	10.7.4	Encumbrances created pursuant to an Apollo-Related Transaction, 

 [*]. 

  
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	 	10.8	Disposals 

 Except with
the prior consent of all the Lenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or
involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 

 

	 	10.8.1	disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as
consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 


 

	 	10.8.2	disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 


 

	 	10.8.3	disposals of assets in exchange for other assets comparable or superior as to type and value; 


 

	 	10.8.4	a vessel or any other asset owned by any member of the NCLC Group (other than the Owners) may be sold provided such sale is on a willing seller willing buyer basis at
or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel or other asset; and 


 

	 	10.8.5	disposals of assets constituting Apollo-Related Transactions, 

 [*]. 
  

	 	10.9	Purchases and investments 


The Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of
transactions whether related or not purchase any asset or make any investment: 
  

	 	10.9.1	other than on arm’s length terms; 

  

	 	10.9.2	which is not for its use in its ordinary course of business; 

  

	 	10.9.3	the cost of which is more than its fair market value at the date of acquisition; or 


 

	 	10.9.4	other than an asset constituting an Apollo-Related Transaction, 

 [*] PROVIDED THAT the Borrower is (and any other company in the NCLC Group is) permitted to: 
  

	 	(a)	purchase the New Vessels; 

  

	 	(b)	purchase Breakaway 3, Breakaway 4 and the Sky Vessel, subject to any other provision in the Security Documents, subject to Clauses 10.9.1 to 10.9.3; and


  

	 	(c)	purchase other vessels after the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid, subject to Clauses 10.9.1 to 10.9.3.



  
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	 	10.10	Change of name or business 

 Except with the prior consent of the Majority Lenders and the German State of Lower Saxony, the Borrower shall not (and will procure that no other Obligor shall): 

 

	 	10.10.1	change its name or make or threaten to make any substantial change in its business as presently conducted or cease to perform its current business activities; or


  

	 	10.10.2	carry on any other business which is substantial in relation to its business as presently conducted 


if to do the same would imperil the security created by any of the Security Documents or affect the ability of any Obligor duly to
perform its obligations under any Security Document to which it is or may be a party from time to time, in each case in the opinion of the Agent and the German State of Lower Saxony, PROVIDED THAT any new leisure or hospitality venture
embarked upon by any member of the NCLC Group (other than the Borrower) shall not constitute a substantial change in its business and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor in
accordance with the Apollo-Related Transactions shall be permitted. 
  

	 	10.11	Mergers 

 Except with the
prior consent of the Majority Lenders and the German State of Lower Saxony, the Borrower will not enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger or consolidation or anything analogous to the foregoing nor
will it acquire any equity, share capital, or obligations of any corporation or other entity and will procure that no company in the NCLC Group (other than the Shareholder or NCL America Holdings) shall do so. 

However, the prior consent of the Majority Lenders shall not be required in respect of any consolidation, reorganisation or restructure
(including the winding-up, dissolution or cessation of business of any existing Subsidiary of the Borrower, other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to the Apollo-Related Transactions or (b) involving
wholly owned (whether directly or indirectly) Subsidiaries of the Borrower only which does not imperil the security created by any of the Security Documents or the Lower Saxony Guarantees or affect the ability of any Obligor duly to perform any of
its obligations under any Security Document to which it is or may be a party at any time, PROVIDED THAT, except in relation to the Apollo-Related Transactions, the Borrower has first consulted with the Agent with regard to the proposed
consolidation, reorganisation or restructure and provides evidence satisfactory to the Agent that the Borrower will be in compliance with the financial undertakings contained in Clause 10.3 after any such reorganisation or restructure SUBJECT
TO: 
  

	 	10.11.1	Clause 9.2.20; and 

  

	 	10.11.2	the cash flows from which the Outstanding Indebtedness will be repaid remaining comparable as to amount (relative to the amount of the Outstanding Indebtedness) and
accessibility for the Borrower to the cash flows as at the Signing Date, in the sole discretion of the Agent. 


  
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 For the avoidance of doubt, if the Agent and the Lower Saxony Guarantee Agent are satisfied
the Borrower will be in compliance with the financial undertakings contained in Clause 10.3 after the acquisition by a member of the NCLC Group of any shares in any company or corporation, such acquisition shall not in itself constitute a merger or
consolidation with such company or corporation requiring the consent of the Majority Lenders and the German State of Lower Saxony under this Clause 10.11. 
  

	 	10.12	Maintenance of status and franchises 

 The Borrower will do all such things as are necessary to maintain its corporate existence in good standing and will ensure that it has the right and is duly qualified to conduct its business as it is
conducted in all applicable jurisdictions and will obtain and maintain all franchises and rights necessary for the conduct of its business. 
  

	 	10.13	Financial records 

 The
Borrower will keep proper books of record and account, in which proper and correct entries shall be made of all financial transactions and the assets, liabilities and business of the Borrower in accordance with US GAAP. 

 

	 	10.14	Subordination of indebtedness 

 Other than the Sky Vessel Indebtedness: 
  

	 	10.14.1	the Borrower shall procure that any and all of its indebtedness with any other Obligor and/or any shareholder of the Borrower is at all times fully subordinated to the
Security Documents and the obligations of the Borrower hereunder; and 

  

	 	10.14.2	the Borrower shall not make or permit to be made any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or
representing indebtedness with any shareholder of the Borrower. 

 Notwithstanding the above, the Borrower shall
not make or permit to be made any repayments of principal or payments of interest in respect of the Sky Vessel Indebtedness during the Security Period, other than in the amounts and on the dates contemplated in the Sky Vessel MOA, subject to Clause
9.2.21, and PROVIDED THAT the prepayment of the Sky Vessel Indebtedness to be made pursuant to the Sky Vessel MOA as a consequence of the listing of the ordinary share capital of the Borrower or parent company of the Borrower on an Approved
Stock Exchange shall not be made until after the Total IPO Prepayment Amount has been paid and PROVIDED FURTHER THAT an Event of Default would not result from the making of the aforementioned prepayment or any other prepayment of the Sky
Vessel Indebtedness. 

  
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 The Borrower shall also procure that any and all of the indebtedness, except indebtedness
not prohibited under the Security Documents, of the owners or prospective owners of mortgaged vessels in the NCLC Fleet is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. Upon the occurrence
of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. 

 

	 	10.15	Guarantees 


Notwithstanding anything to the contrary in clause 10.5 of each of the Guarantees, save as contemplated by this Agreement or notified by
the Borrower to the Agent prior to the Second Restatement Date, the Borrower will procure that none of the owners or prospective owners of mortgaged vessels in the NCLC Fleet will issue or enter into any guarantee or indemnity or otherwise become
directly or contingently liable for the obligations of any other person, firm or corporation, other than: 
  

	 	10.15.1	in the ordinary course of its business as owner of its vessel; and 

  

	 	10.15.2	any guarantee of the obligations of any member of the NCLC Group to one or more providers of credit card processing services to the NCLC Group and/or any provider of a
Letter of Credit Facility (such guarantee to be fully subordinated to any guarantees supporting the NCLC Group Credit Facilities). 

  

	 	10.16	Further assurance 

 The
Borrower 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 as the Agent or the Lower Saxony
Guarantee Agent may reasonably consider necessary for giving full effect to any of the Transaction Documents or the Lower Saxony Guarantees or securing to the Agent, the Lower Saxony Guarantee Agent and/or the Lenders the full benefit of the rights,
powers and remedies conferred upon the Agent, the Lower Saxony Guarantee Agent and/or the Lenders in any such Transaction Document or the Lower Saxony Guarantees. 
  

	 	10.17	Valuation of the Vessels 

  

	 	10.17.1	 Each of the Vessels shall for the purposes of this Clause 10.17 be valued in Dollars by two (2) independent firms of shipbrokers or shipvaluers
nominated by the Borrower and approved by the Agent (acting on the instructions of the Majority Lenders) or failing such nomination and approval, appointed by the Agent (acting on such instructions) in its sole discretion (each such valuation to be
made without, unless reasonably required by the Agent, physical inspection and on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller without taking into
account 



  
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the benefit of any charterparty or other engagement concerning the Vessel). The first such valuations shall be obtained on or about thirty (30) days prior to the Delivery Date in respect of
a Vessel and thereafter they shall be obtained within fifteen (15) days of a request from the Agent (but at intervals no more frequently than annually at the Borrower’s expense unless an Event of Default has occurred and is continuing).
The average of the valuations shall constitute the value of the Vessel for the purposes of this Clause 10.17. 

  

	 	10.17.2	The Borrower shall procure that forthwith upon the issuance of any valuation obtained pursuant to this Clause 10.17 a copy thereof is sent directly to the Agent for
review. 

  

	 	10.17.3	Prior to the first Currency Conversion Date in respect of a Tranche any valuation obtained pursuant to this Clause 10.17 shall be converted into euro at the
Agent’s Spot Rate of Exchange on the date of the valuation. 

  

	 	10.18	Marginal security 

 If at
any time the value of the Vessels as assessed in accordance with the provisions of Clause 10.17 is: 
  

	 	10.18.1	less than one hundred and five per cent (105%) of the amount of the aggregate of the Available Commitments and the Contributions to the Facility during the period
commencing on the first Delivery Date and ending twenty four (24) months after the second Delivery Date; and 

  

	 	10.18.2	thereafter, is less than one hundred and twenty per cent (120%) of the amount of the aggregate of the Available Commitments and the Contributions to the Facility,


 then the Borrower shall, upon notice from the Agent, within ten (10) Business Days either: 

 

	 	(a)	provide the Agent with additional security acceptable to the Majority Lenders such that the security value of the Vessels and any additional security provided to the
Agent hereunder (at valuations reasonably estimated by the Agent from time to time) is at least one hundred and five per cent (105%) or one hundred and twenty per cent (120%) (as the case may be) of the aggregate of the Available
Commitments and the Contributions to the Facility; or 

  

	 	(b)	reduce the Available Commitments by such an amount that the value of the security is at least one hundred and five per cent (105%) or one hundred and twenty per
cent (120%) (as the case may be) of the amount of the aggregate of the Available Commitments and the Contributions to the Facility. 

  

	 	10.19	Financial year end 

 The
Borrower shall not change its financial year end. 

  
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	 	10.20	Maintenance and insurance 


The Borrower will keep, and will procure that each member of the NCLC Group keeps, all of its real property and assets properly
maintained and in existence and will comprehensively insure, and will procure that each member of the NCLC Group comprehensively insures, for its full reinstatement cost all of its property which is of an insurable nature in such name as the Agent
shall in writing approve and on such terms, for such amounts and of such types as would be effected by prudent companies carrying on business similar to the Borrower or its Subsidiary (as the case may be). In particular but without limitation, the
Borrower shall procure that each of the Owners maintains and insures its Vessel in accordance with the provisions of the relevant Mortgage. 
  

	 	10.21	Lower Saxony Guarantees 


The Lenders have claims arising from this Agreement guaranteed by the German State of Lower Saxony (represented by PwC Deutsche Revision)
by way of the Lower Saxony Guarantees. The unrestricted existence of the relevant Lower Saxony Guarantee is a condition precedent to drawdown of the relevant Tranche as referred to in Clause 2.3.9 and to the maintenance of the Facility in accordance
with the terms of this Agreement. 
 The terms and conditions of the Lower Saxony Guarantees are incorporated herein and in so
far as they impose terms, conditions and/or obligations on the Agent and/or the Lower Saxony Guarantee Agent and/or the Lenders in relation to the Borrower or any other Obligor then such terms, conditions and obligations are binding on the parties
hereto. Further in the event of any conflict between the terms of the Lower Saxony Guarantees and the terms of this Agreement the terms of the Lower Saxony Guarantees shall be paramount and prevail and any breach of those terms as applied to the
Borrower or any other Obligor shall be deemed to be an Event of Default. For the avoidance of doubt, the Borrower has no interest or entitlement in the proceeds of the Lower Saxony Guarantees. 

 

	 	10.22	Vessels 

 The Borrower
will procure that each of the Vessels is traded within the NCLC Fleet from her Delivery Date and throughout the remainder of the Security Period. 
  

	 	10.23	Cash sweep 

  

	 	10.23.1	The Borrower shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of
Encumbrances and rights of set off other than the Account Charge. 

  

	 	10.23.2	 Subject to Clause 10.23.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant
Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month
period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit 



  
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Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the
other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business
Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining
outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 

  

	 	10.23.3	The Borrower shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into
the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash
Sweep Bank Account shall be applied in accordance with Clause 10.23.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 

  

	 	10.23.4	Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in
their sole discretion that the working capital needs of the NCLC Group so require, the Borrower shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and
apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank
Account remaining after 31 March 2011 shall be remitted to the Borrower. 

  

	 	10.23.5	Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 


 

	 	10.23.6	On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash
Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the
Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.4. 

  

	 	10.23.7	It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.


  

	 	10.24	Special liquidity 

  

	 	10.24.1	 Provided that no Event of Default has occurred and is continuing, any Total Special Liquidity Sources Amount shall be applied on the relevant




  
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Special Liquidity Sources Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be
applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant
facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Special Liquidity Sources Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be
converted into Dollars on the date falling ten (10) Business Days prior to the relevant Special Liquidity Sources Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such
calculation. Notwithstanding anything to the contrary, payment under this Clause 10.24.1 shall only be required to the extent such payment does not reduce Liquidity to a level below two hundred million Dollars (USD200,000,000).


  

	 	10.24.2	The Relevant Special Liquidity Sources Amount shall be applied to the Facility in accordance with Clause 4.15. 


 

	 	10.24.3	It is hereby acknowledged and agreed that the provisions of this Clause 10.24 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.


  

	 	10.24.4	No vessel in the NCLC Fleet may be sold unless any Special Liquidity Sources arising from the sale are applied in accordance with this Clause 10.24.


  

	 	10.25	Chartering 


Notwithstanding the provisions of clause 6.1.16 of the deeds of covenants collateral to the first priority statutory Bahamian ship
mortgages over the Vessels dated 28 November 2006 and 1 October 2007 respectively (as amended and restated), the Borrower shall not (and will procure that no company in the NCLC Group shall), charter (in or out) any vessel, except that the
following shall be permitted: 
  

	 	10.25.1	the chartering out of m.v. “NORWEGIAN JADE” by Pride of Hawaii, LLC to the Manager and any other intra-NCLC Group chartering of any vessel, which complies
with clause 6.1.16 and clause 6.1.17(c) of the said deeds of covenants; 

  

	 	10.25.2	any extra-NCLC Group chartering out of a vessel that would be permissible under clause 6.1.16 and clause 6.1.17(c) of the said deeds of covenants, except that no such
extra-NCLC Group charter may be made: 

  

	 	(a)	other than in the usual course of business of the vessel’s owner or other NCLC Group Operator; 


 

	 	(b)	directly or indirectly to another cruise line; 

  

	 	(c)	for a period longer than two (2) months; and 

  

	 	(d)	other than at or about market rate at the time the charter is fixed; 


  
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	 	10.25.3	the sale and initial lease-back of any vessel in the NCLC Fleet subject to compliance with Clause 10.24 and Clause 10.8 and in accordance with clause 6.1.16(a) and
(c) and clause 6.1.17(c) of the said deeds of covenants; and 

  

	 	10.25.4	any charter of a vessel in existence at the date of the Third Supplemental Deed to or from a person that is not a company in the NCLC Group at the Second Restatement
Date PROVIDED THAT any extension or renewal of such a charter shall only be permitted if either it is not materially adverse to the NCLC Group or the Group-Wide Lenders, in the opinion of the Majority Group-Wide Lenders, or the extension or
renewal is solely at the option of that person which is not a company in the NCLC Group. 

  

	 	10.26	Hedging 

 Notwithstanding
any other provision of this Agreement to the contrary, the Borrower shall not (and will procure that no company in the NCLC Group shall) enter into any Transaction under a Master Agreement, enter into any ISDA Master Agreement (or any other form of
master agreement) or enter into any transaction under any ISDA Master Agreement (or other such form of master agreement) relating to a fuel, interest or currency exchange transaction unless the entry into that Transaction, master agreement or
transaction is for non-speculative reasons. 
  

	 	10.27	Exceptional prepayments 

  

	 	10.27.1	Provided that no Event of Default has occurred and is continuing, any Total Exceptional Prepayment Amount shall be applied on the relevant Total Exceptional Prepayment
Amount Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be applied to each Cash Sweep Credit Facility on a pro rata basis based on each
Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities)
as of that Total Exceptional Prepayment Amount Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days
prior to that Total Exceptional Prepayment Amount Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. 


 

	 	10.27.2	The Relevant Exceptional Prepayment Amount shall be applied to the Facility in accordance with the Application of Proceeds Formulation. 


 

	 	10.27.3	It is hereby acknowledged and agreed that the provisions of this Clause 10.27 may not be amended without the consent of the Cash Sweep Lenders.



  
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	 	10.28	Equity contribution 

 If
the Borrower fails to comply with the Moratorium Undertakings, the Borrower shall, with the support and co-operation of its shareholders, use commercially reasonable endeavours and take all practicable steps to procure the contribution by the
Investors, Star and/or any other capital provider of new equity in cash for the Borrower. To the extent such endeavour is successful, such contribution shall be made within thirty (30) days from the date of the breach of the Moratorium
Undertakings and be in an amount (in addition to the New Cash Equity) not exceeding the lesser of the amount required by the Majority Group-Wide Lenders and one hundred million Dollars (USD100,000,000), in aggregate. 

 

	 	10.29	Indebtedness for Borrowed Money 

 Until the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid, notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not (and will procure
that no company in the NCLC Group shall) incur any Indebtedness for Borrowed Money other than Permitted Indebtedness. 
  

	 	10.30	Pro rata revolver prepayments 

 Notwithstanding any other provision of this Agreement to the contrary, during the Moratorium Period the Borrower shall not make any voluntary prepayment under the revolving credit facilities provided to
the Borrower pursuant to: 
  

	 	10.30.1	the USD800,000,000 facility agreement dated 7 July 2004 (as amended and/or restated from time to time); or 


 

	 	10.30.2	the USD610,000,000 facility agreement dated 22 December 2006 (as amended and/or restated from time to time), 


unless the Borrower shall prepay Drawings under each Tranche hereunder pro rata PROVIDED THAT any such pro rata prepayment which
would cause the Borrower to incur breakage costs hereunder may be deferred until the first such date on which no such costs would be incurred. 
 The pro rata calculation under this Clause 10.30 shall be based on the size of the Commitments under the relevant Tranche hereunder and the size of the commitments under the other NCLC Group’s
revolving credit facilities referred to above. 
  

	 	10.31	Permitted Indebtedness for acquisition of vessels 

 The Borrower shall not (and will procure that no other company in the NCLC Group shall) [*] unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the
satisfaction of conditions precedent usual for such financing arrangements. 

  
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	11	Rights of the Agent and the Lenders 

  

	 	11.1	No derogation of rights 


Any rights conferred on the Agent, the Lower Saxony Guarantee Agent and the Lenders or any of them by this Agreement, any other Security
Document or the Lower Saxony Guarantees shall be in addition to and not in substitution for or in derogation of any other right which the Agent, the Lower Saxony Guarantee Agent and the Lenders or any of them might at any time have to seek from the
Borrower or any other person for payment of sums due from the Borrower or indemnification against liabilities as a result of the Borrower’s default in payment of sums due from it under this Agreement, any other Security Document or the Lower
Saxony Guarantees. 
  

	 	11.2	Enforcement of remedies 


None of the Agent, the Lower Saxony Guarantee Agent or the Lenders shall be obliged before taking steps to enforce any rights conferred
on it or them by this Clause or this Agreement or exercising any of the rights, powers and remedies conferred on it or them hereby or by law: 
  

	 	11.2.1	to take action or obtain judgment in any court against the Borrower or any other person from whom it or they may seek payment of any sum due from the Borrower under
this Agreement, any other Security Document or a Lower Saxony Guarantee; 

  

	 	11.2.2	to make or file any claim in a bankruptcy, winding-up, liquidation or re-organisation of the Borrower or any other such person; 


 

	 	11.2.3	to enforce or seek to enforce any other rights it or they may have against the Borrower or any other such person; or 


 

	 	11.2.4	to enforce a Lower Saxony Guarantee. 

  

	12	Default 

  

	 	12.1	Events of default 

 Each
of the events set out below is an Event of Default: 
  

	 	12.1.1	Non-payment 

 The
Borrower or any other Obligor does not pay on the due date any amount of principal or interest of the Facility (provided however that if any such amount is not paid when due solely by reason of some error or omission on the part of the bank or banks
through whom the relevant funds are being transmitted no Event of Default shall occur for the purposes of this Clause 12.1.1 until the expiry of three (3) Business Days following the date on which such payment is due), or within three
(3) days of the due date any other amount, payable by it under any Security Document to which it may at any time be a party, at the place and in the currency in which it is expressed to be payable. 

  
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	 	12.1.2	Breach of other obligations 

  

	 	(a)	Any Obligor fails to comply with any other material provision of any Security Document or a Lower Saxony Guarantee or there is any other material breach in the sole
opinion of the Agent or the Lower Saxony Guarantee Agent (in the case of a Lower Saxony Guarantee) of any of the Transaction Documents or a Lower Saxony Guarantee and such failure (if in the opinion of the Agent or the Lower Saxony Guarantee Agent
(in the case of a Lower Saxony Guarantee) 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 or the Lower Saxony
Guarantee Agent (in the case of a Lower Saxony Guarantee) 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 Agent, the Lower Saxony
Guarantee Agent and/or the Lenders PROVIDED THAT no Event of Default will arise if the Borrower is unable to comply with the Moratorium Undertakings but a new equity contribution (as more particularly described in Clause 10.28) is made within
thirty (30) days from the date of the breach of the Moratorium Undertakings and PROVIDED FURTHER THAT the new equity contribution will not prevent the Agent exercising its rights under Clause 12.2.2 if the Borrower is in breach of the
Moratorium Undertakings on or after the date when such new equity contribution is made; or 

  

	 	(b)	If there is a repudiation or termination of any Transaction Document or a Lower Saxony Guarantee or if any of the parties thereto becomes entitled to terminate or
repudiate any of them and evidences an intention so to do. 

  

	 	12.1.3	Misrepresentation 

 Any
representation warranty or statement made or repeated in, or in connection with, any Security Document or the Lower Saxony Guarantees or in any accounts, certificate, statement or opinion delivered by or on behalf of any Obligor thereunder or in
connection therewith is materially incorrect when made or would, if repeated at any time hereafter by reference to the facts subsisting at such time, no longer be materially correct. 

 

	 	12.1.4	Cross default 

  

	 	(a)	Any event of default occurs under any financial contract or financial document relating to any Financial Indebtedness of any member of the NCLC Group.


  

	 	(b)	Any such Financial Indebtedness or any sum payable in respect thereof is not paid when due (after the expiry of any applicable grace period(s)) whether by acceleration
or otherwise. 


  
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	 	(c)	Any Encumbrance over any assets of any member of the NCLC Group becomes enforceable. 


 

	 	(d)	Any other Financial Indebtedness of any member of the NCLC Group is not paid when due or is or becomes capable of being declared due prematurely by reason of default or
any security for the same becomes enforceable by reason of default, 

 PROVIDED THAT: 

 

	 	(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 fifteen million Dollars (USD15,000,000); 

  

	 	(ii)	Financial Indebtedness being contested by the Borrower in good faith will be disregarded PROVIDED first that full details of the dispute shall be submitted to
the Agent forthwith upon its occurrence and second if the dispute remains unresolved for a period of one hundred and fifty (150) days this Clause 12.1.4(ii) shall not apply to that Financial Indebtedness; and 


 

	 	(iii)	If at any time hereafter the Borrower or any other member of the NCLC Group agrees to the incorporation of a cross default provision into any financial contract or
financial document relating to any Financial Indebtedness that is more onerous than this Clause 12.1.4, then the Borrower shall immediately notify the Agent and that cross default provision shall be deemed to apply to this Agreement as if set out in
full herein with effect from the date of such financial contract or financial document and during the currency of that financial contract or financial document. 


 

	 	12.1.5	Winding-up 

 Subject to
Clause 10.11, any order is made or an effective resolution passed or other action taken for the suspension of payments or dissolution, termination of existence, liquidation, winding-up or bankruptcy of any member of the NCLC Group. 

 

	 	12.1.6	Moratorium or arrangement with creditors 

 A moratorium in respect of all or any debts of any member of the NCLC Group or a composition or an arrangement with creditors of any member of the NCLC Group or any similar proceeding or arrangement by
which the assets of any member of the NCLC Group are submitted to the control of its creditors is applied for, ordered or declared or, save as contemplated by the Third Supplemental Deed and the Amendment Documents, any member of the NCLC Group
commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of all or a significant part of its Financial Indebtedness. 

  
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	 	12.1.7	Appointment of liquidators etc. 

 A liquidator, trustee, administrator, receiver, manager or similar officer is appointed in respect of any member of the NCLC Group or in respect of all or any substantial part of the assets of any member
of the NCLC Group and in any such case such appointment is not withdrawn within thirty (30) days (the “Grace Period”) unless the Agent considers in its sole discretion that the interest of the Lenders might reasonably be
expected to be adversely affected in which event the Grace Period shall not apply. 
  

	 	12.1.8	Insolvency 

 Any member
of the NCLC Group becomes or is declared insolvent or is unable, or admits in writing its inability, to pay its debts as they fall due or becomes insolvent within the terms of any applicable law. 

 

	 	12.1.9	Legal process 

 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 twenty
five million Dollars (USD25,000,000) 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, other process or judgment adversely affects any Obligor’s ability to meet any of its material obligations under any Security Document
and/or the Lower Saxony Guarantees to which it is or may be a party or cause to occur any of the events specified in Clauses 12.1.5 to 12.1.8 (the determination of which shall be in the Majority Lenders’ sole discretion). 

 

	 	12.1.10	Analogous events 


Anything analogous to or having a substantially similar effect to any of the events specified in Clauses 12.1.5 to 12.1.9 shall occur
under the laws of any applicable jurisdiction. 
  

	 	12.1.11	Cessation of business 


Subject to Clause 10.11, any member of the NCLC Group ceases to carry on all or a substantial part of its business. 

 

	 	12.1.12	Revocation of consents 


Any authorisation, approval, consent, licence, exemption, filing, registration or notarisation or other requirement necessary to enable
any Obligor to comply with any of its obligations under any of the Transaction Documents is materially adversely modified, revoked or withheld or does not remain in full force and effect and within ninety (90) days of the date of its occurrence
such event is not remedied to the satisfaction of the Agent and the Agent considers in its sole discretion that such failure is or 

  
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might be expected to become materially prejudicial to the interests, rights or position of the Lenders PROVIDED THAT the Borrower shall not be entitled to the aforesaid ninety
(90) day period if the modification, revocation or withholding of the authorisation, approval or consent is due to an act or omission of any Obligor and the Agent is satisfied in its sole discretion that the Lenders’ interests might
reasonably be expected to be materially adversely affected. 
  

	 	12.1.13	Unlawfulness 

 At any
time it is unlawful or impossible for: 
  

	 	(a)	any Obligor to perform any of its obligations under any Security Document to which it is a party or a Lower Saxony Guarantee; or 


 

	 	(b)	the German State of Lower Saxony to perform any of its obligations under a Lower Saxony Guarantee; or 


 

	 	(c)	the Agent, the Lower Saxony Guarantee Agent or any Lender to exercise any of its rights under any of the Security Documents or a Lower Saxony Guarantee;


 PROVIDED THAT no Event of Default shall be deemed to have occurred (except where the unlawfulness or
impossibility adversely affects any Obligor’s or the German State of Lower Saxony’s payment obligations under this Agreement, the other Security Documents and/or the Lower Saxony Guarantees (the determination of which shall be in the
Agent’s sole discretion) in which case the following provisions of this Clause 12.1.13 shall not apply) where the unlawfulness or impossibility prevents any Obligor from performing its obligations (other than its payment obligations under this
Agreement and the other Security Documents) and is cured within a period of twenty one (21) days of the occurrence of the event giving rise to the unlawfulness or impossibility and the relevant Obligor, within the aforesaid period, performs its
obligation(s) and PROVIDED FURTHER THAT no Event of Default shall be deemed to have occurred where the Agent and/or any relevant Lender could, in its sole discretion, mitigate the consequences of unlawfulness or impossibility in the manner
described in Clause 4.9. The costs of mitigation shall be determined in accordance with Clause 4.9. 
  

	 	12.1.14	Insurances 

 An Owner
fails to insure its Vessel in the manner specified in the relevant Mortgage or fails to renew the Insurances at least ten (10) days prior to the date of expiry thereof and produce prompt confirmation of such renewal to the Agent. 

 

	 	12.1.15	Total Loss 

 If the
Vessel shall become a Total Loss and the proceeds of the Insurances in respect thereof shall not have been received by the Agent within one hundred and fifty (150) days after the date of the event giving rise to such Total Loss. 

  
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	 	12.1.16	Ownership and control of the Borrower 

 If: 
  

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


  

	 	(b)	at any time following the listing of the ordinary share capital of the Borrower or parent company of the Borrower on an Approved Stock Exchange:


  

	 	(i)	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 Borrower; 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
Borrower, 

 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) and Apollo in the aggregate 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 Borrower; or 
  

	 	(ii)	the Borrower (or such parent company) ceases to be a listed company on an Approved Stock Exchange without the prior written consent of the Majority Lenders,


 (and, for the purpose of this Clause 12.1.16 “control” of any company, limited partnership or
other legal entity (a “body corporate”) by a member of the Lim Family and Apollo means that one (1) or more members of the Lim Family or Apollo in the aggregate 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). 

  
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	 	12.1.17	Disposals 

 If the
Borrower or any other member of the NCLC Group shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of
any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor with the intention of preferring such creditor over any other
creditor. 
  

	 	12.1.18	Prejudice to security 


Anything is done or suffered or omitted to be done by any Obligor which in the reasonable opinion of the Agent would or might be expected
to imperil the security created by any of the Security Documents or either of the Lower Saxony Guarantees. 
  

	 	12.1.19	Material Adverse Effect 


Any event or circumstance occurs which the Majority Lenders believe has had or reasonably believe will have a Material Adverse Effect.

  

	 	12.1.20	Governmental intervention 


The authority of any member of the NCLC Group in the conduct of its business is wholly or substantially curtailed by any seizure or
intervention by or on behalf of any authority and within ninety (90) days of the date of its occurrence any such seizure or intervention is not relinquished or withdrawn and the Agent reasonably considers that the relevant occurrence is or
might be expected to become materially prejudicial to the interests, rights or position of the Lenders PROVIDED THAT the Borrower shall not be entitled to the aforesaid ninety (90) day period if the seizure or intervention executed by
any authority is due to an act or omission of any member of the NCLC Group and the Agent is satisfied, in its sole discretion, that the Lenders’ interest might reasonably be expected to be materially adversely affected. 

 

	 	12.1.21	Master Agreement termination 

 A notice is given by a Lender or its Affiliate (as the case may be) under section 6(a) of the relevant Master Agreement, or by any person under section 6(b)(iv) of a Master Agreement, in either case
designating an Early Termination Date for the purpose of the Master Agreement, or a Master Agreement is for any other reason terminated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect. 

 

	 	12.2	Acceleration 

  

	 	12.2.1	On the occurrence of an Event of Default and at any time thereafter whilst such event shall be continuing the Agent may if a Drawing has not yet been drawn down, by
notice to the Borrower cancel the obligations of the Lenders under this Agreement. 


  
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	 	12.2.2	On the occurrence of an Event of Default and at any time thereafter whilst such event shall be continuing, if a Drawing has been drawn down the Agent or the Lower
Saxony Guarantee Agent (as the case may be) may: 

  

	 	(a)	by notice to the Borrower declare the whole or any part of the Facility due and repayable in accordance with the terms of such notice whereupon the same shall become
due and repayable accordingly together with all interest accrued thereon and all other amounts payable hereunder and under any of the other Security Documents; and/or 


 

	 	(b)	from time to time exercise all or any of its rights under any of the Security Documents and the Lower Saxony Guarantees in such order and in such manner as it shall
deem appropriate; and/or 

  

	 	(c)	at its sole discretion terminate or continue with the Management Agreements. 


 

	 	12.3	Default indemnity 

 The
Borrower shall on demand indemnify the Agent, the Lower Saxony Guarantee Agent and the Lenders, without prejudice to any of their other rights under this Agreement, the other Security Documents and the Lower Saxony Guarantees, against any loss or
expense which the Agent, the Lower Saxony Guarantee Agent or the Lenders shall certify as sustained or incurred by any of them as a consequence of: 
  

	 	12.3.1	any default in payment by the Borrower of any sum under this Agreement, any of the other Security Documents or the Lower Saxony Guarantees when due, including, without
limitation, any liability incurred by the Agent, the Lower Saxony Guarantee Agent and the Lenders by reason of any delay or failure of the Borrower to pay any such sums; 


 

	 	12.3.2	any break in funding (including without limitation warehousing and other related costs) due to the occurrence of any Event of Default; 


 

	 	12.3.3	any prepayment of the Facility or any part thereof being made at any time for any reason; and/or 


 

	 	12.3.4	a Drawing not being drawn for any reason (excluding any default by the Agent or any Lender) after the relevant Drawdown Notice has been given, 


including, in any such case, but not limited to, any loss or expense sustained or incurred in maintaining or funding a Drawing or in
liquidating or re-employing deposits from third parties acquired to effect or maintain the Drawing and also any loss or expense (including without limitation warehousing and other related costs) incurred in connection with any Master Agreement.


  
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	 	12.4	Set off 

 Following the
occurrence of any Event of Default and for so long as the same is continuing, the Borrower irrevocably authorises the Agent, the Lower Saxony Guarantee Agent and the Lenders and each of their respective Affiliates without prior notice to apply any
credit balance to which the Borrower is entitled upon any account of the Borrower with any branch of any of the Agent, the Lower Saxony Guarantee Agent, the Lenders and any such Affiliates in or towards satisfaction of any sum due to the Agent, the
Lower Saxony Guarantee Agent or any Lender hereunder but unpaid, and to combine any accounts of the Borrower for this purpose. If such set-off requires a credit balance in a currency other than euro to be transferred to an account maintained in
connection herewith the transfer shall be effected by crediting to the account in question the amount of euro which the Agent, the Lower Saxony Guarantee Agent or the Lender or any such Affiliate (as the case may be) could obtain by exchanging such
currency for euro at the rate of exchange at which its Lending Branch would, at the opening of business on the date on which the combination is effected, have sold the currency of that credit balance for euro for immediate delivery. 

 

	 	12.5	Master Agreement rights 


The rights conferred on the Agent and the Lenders by Clause 12.4 shall be in addition to, and without prejudice to or limitation of, the
rights of netting and set off conferred on the Lenders and/or their Affiliates by the Master Agreements. 
  

	13	Application of Funds 

  

	 	13.1	Total Loss proceeds/proceeds of sale 

 In the event of a Vessel becoming a Total Loss or if a Vessel is sold then the Total Loss proceeds or proceeds of sale of the Vessel shall be held by the Agent and applied in the following manner and
order: 
  

	 	FIRSTLY	to the payment of all fees, expenses and charges (including brokers’ commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors’ fees, court costs and any other expenses or advances made or incurred by the Agent, the Lower Saxony Guarantee Agent or any Lender in the protection of the Agent’s, the Lower Saxony Guarantee Agent’s and the Lender’s
rights or the pursuance of its or their remedies hereunder and under the other Security Documents and the Lower Saxony Guarantees or to any payments whether voluntary or not which the Agent considers advisable to protect its or their security and to
provide adequate indemnity against liens claiming priority over or equality with the lien of the Security Documents or any other Encumbrances; 

  

	 	SECONDLY	 in or towards payment in such order as the Lenders may require of any accrued (but unpaid) fees and interest thereon to which the Lead Arrangers, the
Co-Arrangers, the Lenders, the Agent and/or the Lower Saxony Guarantee Agent are entitled hereunder and/or under the other Security 



  
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Documents (other than the Master Agreements) and/or under the Lower Saxony Guarantees in connection with the Facility; 


 

	 	THIRDLY	in or towards satisfaction of all interest accrued on Portion A of the relevant Tranche; 


 

	 	FOURTHLY	in retention by the Agent in its discretion in a suspense or impersonal interest bearing security realised account of such sum as it considers appropriate by way of
security for the Outstanding Indebtedness (other than the Master Agreement Liabilities) relating to Portion A of the relevant Tranche or for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony
Guarantee Agent or the Lenders or any of them in connection with the transactions herein contemplated so far as they relate to Portion A of the relevant Tranche; 


 

	 	FIFTHLY	in or towards payment of Portion A of the relevant Tranche (whether or not then due and payable); 


 

	 	SIXTHLY	in or towards payment of all losses, damages, expenses or currency risks arising from the exercise by the Borrower of the currency option contained in Clause 3 up to
the amount of two thirtieths (2/30ths) of the relevant Portion A as at the relevant Delivery Date; 

  

	 	SEVENTHLY	in or towards satisfaction of any other amounts due from the Borrower to the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee Agent or the
Lenders under the Security Documents (other than the Master Agreement Liabilities) and/or the Lower Saxony Guarantee relating to Portion A of the relevant Tranche using in the discretion of the Agent the same order of application as FIRSTLY
to SIXTHLY; 

  

	 	EIGHTHLY	in or towards satisfaction of all interest accrued on Portion B of the relevant Tranche; 


 

	 	NINTHLY	in retention by the Agent in its discretion in a suspense or impersonal interest bearing security realised account of such sum as it considers appropriate by way
of security for the Outstanding Indebtedness (other than the Master Agreement Liabilities) relating to Portion B of the relevant Tranche or for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony
Guarantee Agent or the Lenders or any of them in connection with the transactions herein contemplated so far as they relate to Portion B of the relevant Tranche; 


 

	 	TENTHLY	in or towards payment of Portion B of the relevant Tranche (whether or not then due and payable); 


  
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	 	ELEVENTHLY	in retention of such other sum or sums as the Agent may require as security for any further monies which may reasonably be expected to become due and payable to
the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the other Security Documents or the Lower Saxony Guarantees in respect of the relevant Tranche and which the assigned
Earnings may be insufficient to satisfy; 

  

	 	TWELFTHLY	in or towards satisfaction of any additional security or amount to be prepaid in accordance with Clause 10.18; 


 

	 	THIRTEENTHLY	in or towards satisfaction of the Master Agreement Liabilities in respect of the relevant Tranche in the same order in which the Transactions were entered into
by the Borrower with the Lenders and/or their Affiliates (as the case may be); and 

  

	 	FOURTEENTHLY	the balance, if any, in payment to the Borrower or whomsoever shall then be entitled thereto. 


In the event of the proceeds being insufficient to pay the amounts referred to above the Agent shall be entitled to collect the balance
from the Borrower. 
  

	 	13.2	General funds/Event of Default monies 

 If an Event of Default has occurred and any monies are received by the Agent, the Lower Saxony Guarantee Agent or any other Finance Party or, pursuant to Clause 12.4, any Affiliate under or pursuant
to the Security Documents or the Lower Saxony Guarantees or if any other monies are received by or in the possession of the Agent or any other Finance Party or, pursuant to Clause 12.4, any Affiliate under or pursuant to the Security Documents which
are expressed hereunder and/or under the Security Documents to be distributed in accordance with the provisions of this Clause or where no express provisions are made for disposal, such monies shall be applied in the discretion of the Agent as
follows: 
  

	 	FIRSTLY	to the payment of all fees, expenses and charges (including brokers’ commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors’ fees, court costs and any other expenses or advances made or incurred by the Agent, the Lower Saxony Guarantee Agent or any Lender in the protection of the Agent’s, the Lower Saxony Guarantee Agent’s and the Lender’s
rights or the pursuance of its or their remedies hereunder and under the other Security Documents and the Lower Saxony Guarantees or to any payments whether voluntary or not which the Agent considers advisable to protect its or their security and to
provide adequate indemnity against liens claiming priority over or equality with the lien of the Security Documents or any other Encumbrances; 


  
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	 	SECONDLY	in or towards payment in such order as the Lenders may require of any accrued (but unpaid) fees and interest thereon to which the Lead Arrangers, the Co-Arrangers, the
Lenders, the Agent and/or the Lower Saxony Guarantee Agent are entitled hereunder and/or under the other Security Documents (other than the Master Agreements) and/or the Lower Saxony Guarantees in connection with the Facility;


  

	 	THIRDLY	in or towards satisfaction of all interest accrued on Portion A of each Tranche pro rata; 


 

	 	FOURTHLY	in retention by the Agent in its discretion in a suspense or impersonal interest bearing security realised account of such sum as it considers appropriate by way
of security for the Outstanding Indebtedness (other than the Master Agreement Liabilities) relating to Portion A of each Tranche or for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee
Agent or the Lenders or any of them in connection with the transactions herein contemplated so far as they relate to Portion A of each Tranche; 

  

	 	FIFTHLY	in or towards payment of Portion A of each Tranche pro rata; 

  

	 	SIXTHLY	in or towards payment of all losses, damages, expenses or currency risks arising from the exercise by the Borrower of the currency option contained in Clause 3 up to
the amount of two thirtieths (2/30ths) of the relevant Portion A as at the relevant Delivery Date of each Tranche in respect of which the currency option has been exercised; 


 

	 	SEVENTHLY	in or towards satisfaction of any other amounts due from the Borrower to the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee Agent or the
Lenders under the Security Documents (other than the Master Agreement Liabilities) and/or the Lower Saxony Guarantees relating to Portion A of each of the Tranches pro rata using in the discretion of the Agent the same order of application as
FIRSTLY to SIXTHLY; 

  

	 	EIGHTHLY	in or towards satisfaction of all interest accrued on Portion B of each Tranche pro rata; 


 

	 	NINTHLY	in retention by the Agent in its discretion in a suspense or impersonal interest bearing security realised account of such sum as it considers appropriate by way of
security for the Outstanding Indebtedness (other than the Master Agreement Liabilities) relating to Portion B of each Tranche or for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee
Agent or the Lenders or any of them in connection with the transactions herein contemplated so far as they relate to Portion B of each Tranche; 


  
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	 	TENTHLY	in or towards payment of Portion B of each Tranche (whether or not then due and payable) pro rata; 


 

	 	ELEVENTHLY	in retention of such other sum or sums as the Agent may require as security for any further monies which may reasonably be expected to become due and payable to the
Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the other Security Documents or the Lower Saxony Guarantees and which the assigned Earnings may be insufficient to satisfy;


  

	 	TWELFTHLY	in or towards satisfaction of the Master Agreement Liabilities in the same order in which the Transactions were entered into by the Borrower with the Lenders and/or
their Affiliates (as the case may be); and 

  

	 	THIRTEENTHLY	the balance (if any) shall be released to the Borrower or to its order or whomsoever else may be entitled thereto. 


 

	 	13.3	Application of proceeds of Insurances 

 Proceeds of the Insurances for partial losses shall be applied in accordance with the relevant Insurance Assignment and/or the loss payable clause endorsed on the Insurances in the form approved by the
Agent and in the case of a Total Loss of a Vessel in accordance with Clause 4.11 and Clause 13.1. 
  

	 	13.4	Suspense account 

 Any
monies received or recovered by the Agent, the Lower Saxony Guarantee Agent or any Lender under or in connection with the Security Documents or the Lower Saxony Guarantees and credited to any suspense or impersonal interest bearing security realised
account in accordance with FOURTHLY or NINTHLY of Clause 13.1 or Clause 13.2 may be held in such account for so long as the Agent thinks fit pending application at the Agent’s discretion in accordance with FOURTHLY or
NINTHLY (as the case may be) of Clause 13.1 or Clause 13.2 (as the case may be). 
  

	14	Fees 

  

	 	14.1	Commitment fee 

 The
Borrower shall pay to the Agent for distribution to the Lenders quarterly in arrears during the relevant Commitment Period and on the last day of the relevant Commitment Period, forty per cent (40%) of the Applicable Margin on the relevant
payment date on the daily undrawn, uncancelled amount of the relevant Tranche during the relevant Commitment Period. The commitment fee payable in respect of a Tranche shall accrue in euro until the first Currency Conversion Date in respect of that
Tranche and thereafter in Dollars and be payable in euro and/or in Dollars (as the case may be). 

  
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	 	14.2	Other fees 

 The Borrower
will pay to the Agent on behalf of itself, the Lower Saxony Guarantee Agent, the Lead Arrangers, the Co-Arrangers and/or the Lenders, such fees as are set out in a separate commitment letter dated 10 May 2005. 

 

	 	14.3	Lower Saxony Guarantee fee 

 Throughout the period of the validity of a Lower Saxony Guarantee, the Borrower shall pay to the Lower Saxony Guarantee Agent quarterly in arrears commencing on the first Advance Date in respect of the
relevant Tranche for prompt on-payment to the German State of Lower Saxony a guarantee fee in euro on the relevant Lower Saxony Guaranteed Amount PROVIDED THAT: 
  

	 	14.3.1	the Lower Saxony Guaranteed Amount shall not be reduced pro rata with the reductions of the relevant Tranche made on the relevant Reduction Dates until the date on
which the relevant Maximum Tranche Amount as at the relevant Delivery Date has been reduced by three thirtieths (3/30ths); and 

  

	 	14.3.2	the Lower Saxony Guaranteed Amount shall thereafter reduce by one thirtieth (1/30th) on each subsequent relevant Reduction Date that a reduction is made; and


 if the Borrower exercises the currency option contained in Clause 3 in respect of the relevant Tranche:

  

	 	14.3.3	the guarantee fee shall be payable at the applicable rate thereafter as aforesaid; and 


 

	 	14.3.4	the guarantee fee shall continue to be payable in euro calculated at the relevant rate on the relevant Lower Saxony Guaranteed Amount. 


The Lower Saxony Guarantee fee shall be calculated at the rate of one per cent (1.00%) per annum on the daily drawn amount of the
Lower Saxony Guaranteed Amount and at the rate of nought point five per cent (0.5%) per annum on the daily undrawn amount of the Lower Saxony Guaranteed Amount. For the purpose of calculating the Lower Saxony Guarantee fee as aforesaid any voluntary
prepayment pursuant to Clause 4.8 shall be deemed to have been applied in prepayment pro rata of Portion A and Portion B of the relevant Tranche. 
 A Lower Saxony Guarantee fee schedule setting out the amounts of the fee to be paid shall be agreed between the Lower Saxony Guarantee Agent and the Borrower on or before the relevant Delivery Date in
respect of a Tranche and shall from such date be deemed to be a part of this Agreement. If the currency option contained in Clause 3 is exercised in respect of a Tranche to take effect after the relevant Delivery Date, a new Lower Saxony Guarantee
fee schedule shall be agreed between the Lower Saxony Guarantee Agent and the Borrower on the first Currency Conversion Date in respect of that Tranche and shall from such date be deemed to be a part of this Agreement in substitution for the
previously agreed Lower Saxony Guarantee fee schedule in respect of that Tranche. 

  
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	 	14.4	Back-end fee 

 Without
duplication of clause 6.2 of the Third Supplemental Deed, the Borrower shall pay to the Agent for distribution to the Lenders a back-end fee of [*] of the Facility on the date of the Third Supplemental Deed. The back-end fee shall be deemed to have
been earned on the date on which the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto but shall be payable as to [*] on 23 December 2010 and on each of the next three (3) anniversaries of that
date PROVIDED THAT if payment of the back-end fee on any of such dates would result in a breach of the minimum Free Liquidity undertaking contained in Clause 10.3.1, Clause 10.3.2 or Clause 10.3.4 (as the case may be) on that date,
payment of the back-end fee will be postponed for three (3) months PROVIDED FURTHER THAT any balance of the back-end fee outstanding on the date the Facility is repaid and cancelled in full, shall be paid on such date and PROVIDED
FURTHER THAT the back-end fee in respect of the Facility may not be voluntarily prepaid in whole or in part unless the same percentage of the back-end fee payable in respect of each of the other Cash Sweep Credit Facilities is prepaid
simultaneously. 
  

	15	Expenses 

  

	 	15.1	Initial expenses 

 The
Borrower shall reimburse the Agent on demand on a full indemnity basis for the charges and expenses (together with value added tax or any similar tax thereon and including without limitation travel expenses and the fees and expenses of legal,
insurance and other advisers) by the Lead Arrangers, the Agent and the Lower Saxony Guarantee Agent in respect of the arrangement and syndication of the Facility and the negotiation, preparation, issue, printing, execution and registration of this
Agreement, the other Transaction Documents and the Lower Saxony Guarantees and any other documents required in connection with the implementation of this Agreement. 
  

	 	15.2	Enforcement expenses 


The Borrower shall reimburse the Agent, the Security Agent, the Lower Saxony Guarantee Agent and the Lenders on demand on a full
indemnity basis for all charges and expenses (including value added tax or any similar tax thereon and including the fees and expenses of legal advisers) incurred by the Agent, the Security Agent, the Lower Saxony Guarantee Agent and each of the
Lenders in connection with the enforcement of, or the preservation of any rights under, this Agreement, the other Security Documents and the Lower Saxony Guarantees. 
  

	 	15.3	Stamp duties 

 The
Borrower shall pay or indemnify the Agent, the Lower Saxony Guarantee Agent and each of the Lenders on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into,
performance and enforcement of this Agreement or any of the other Security Documents or a Lower Saxony Guarantee. 

  
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	 	15.4	Steering Committee expenses 

 The Borrower shall reimburse any Lender that is a member of the Steering Committee on demand on a full indemnity basis for all documented charges and expenses reasonably incurred (including value added
tax or any similar tax thereon and including the fees and expenses of legal and other advisers) by that Lender in carrying out its duties as a member of the Steering Committee on or before the end of the Moratorium Period. 

 

	 	15.5	Amendment, addendum or supplement expenses 

 The Borrower undertakes to reimburse the Agent, the Security Agent and the Lower Saxony Guarantee 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 Security Agent and the Lower Saxony Guarantee Agent in respect of, or in connection with, the
negotiation, preparation, printing, execution, registration and enforcement of any amendment, addendum or supplement to any Security Document (whether or not completed) and any other documents required in connection with the implementation of such
amendment, addendum or supplement. 
  

	16	Waivers, Remedies Cumulative 

  

	 	16.1	No waiver 

 No failure to
exercise and no delay in exercising on the part of the Agent, the Lower Saxony Guarantee Agent or any of the Lenders any right or remedy under any of the Security Documents or the Lower Saxony Guarantees shall operate as a waiver thereof, nor shall
any single or partial exercise of any right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. No waiver by the Agent, the Lower Saxony Guarantee Agent or any of the Lenders shall be effective
unless it is in writing. 
  

	 	16.2	Remedies cumulative 

 The
rights and remedies of the Agent and the Lenders provided herein are cumulative and not exclusive of any rights or remedies provided by law. 
  

	 	16.3	Severability 

 If any
provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other
jurisdiction. 
  

	 	16.4	Time of essence 

 Time is
of the essence in respect of all of the obligations of the Borrower under the Security Documents and the Lower Saxony Guarantees provided however that none of the Agent, the Lower Saxony Guarantee Agent or any of the Lenders shall be entitled to
terminate or treat this Agreement or any of the other Security Documents as having been repudiated otherwise than in circumstances which constitute an Event of Default. 

  
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	17	Counterparts 

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

	18	Changes to the Lenders 

  

	 	18.1	Assignments and transfers by the Lenders 

 Subject to this Clause 18, a Lender (the “Existing Lender”) may: 
  

	 	18.1.1	assign any of its rights under the Security Documents and the Lower Saxony Guarantees; or 


 

	 	18.1.2	transfer by novation any of its rights and obligations under the Security Documents and the Lower Saxony Guarantees, 


to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose
of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”) PROVIDED THAT any such assignment or transfer shall be in respect of an amount of its Commitment and/or Contribution of not
less than five million euro (EUR5,000,000) or five million Dollars (USD5,000,000) (as the case may be). 
 Further, the Borrower
shall have the right to require that an Existing Lender assigns or transfers the whole of its Commitment and Contribution to a New Lender proposed by the Borrower and approved by the Lenders if the cost to the Existing Lender of funding any part of
the Facility is materially higher than the cost to the other Lenders or if the Existing Lender is affected by the provisions of Clauses 4.9, 7.2 or 8.1 and the cost to the Borrower is materially higher than in respect of the other Lenders similarly
affected. 
  

	 	18.2	Conditions of assignment or transfer 

  

	 	18.2.1	The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is
to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing.


 Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the
Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 

 

	 	18.2.2	An assignment will only be effective on: 

  

	 	(a)	 receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New




  
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Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and 


 

	 	(b)	performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to
a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 

  

	 	18.2.3	A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 


 

	 	18.2.4	If: 

  

	 	(a)	a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and


  

	 	(b)	as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender
acting through its new Lending Branch under Clause 7, 

 then the New Lender or Lender acting through its new
Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred. 

 

	 	18.3	Assignment or transfer fee 

 The Existing Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of three thousand Dollars (USD3,000). 

 

	 	18.4	Limitation of responsibility of Existing Lenders 

  

	 	18.4.1	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:


  

	 	(a)	the legality, validity, effectiveness, adequacy or enforceability of the Security Documents, the Lower Saxony Guarantees or any other documents;


  

	 	(b)	the financial condition of the Borrower or the German State of Lower Saxony; 


 

	 	(c)	the performance and observance by any Obligor or the German State of Lower Saxony of its obligations under the Security Documents, the Lower Saxony Guarantees or any
other documents; or 

  

	 	(d)	the accuracy of any statements (whether written or oral) made in or in connection with any Security Document, either Lower Saxony Guarantee or any other document,



  
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 and any representations or warranties implied by law are excluded. 

 

	 	18.4.2	Each New Lender confirms to the Existing Lender, the Agent and the other Lenders that it: 


 

	 	(a)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and the German State of
Lower Saxony and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Security Document or either Lower Saxony
Guarantee; and 

  

	 	(b)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and the German State of Lower Saxony and its related entities whilst any
amount is or may be outstanding under the Security Documents or the Lower Saxony Guarantees or any Commitment is in force. 

  

	 	18.4.3	Nothing in any Security Document or either Lower Saxony Guarantee obliges an Existing Lender to: 


 

	 	(a)	accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 18; or 


 

	 	(b)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Security Documents,
the Lower Saxony Guarantees or otherwise. 

  

	 	18.5	Procedure for transfer 

  

	 	18.5.1	Subject to the conditions set out in Clause 18.2, a transfer is effected in accordance with Clause 18.5.3 when the Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 18.5.2, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. 

  

	 	18.5.2	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. 


  
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	 	18.5.3	On the Transfer Date: 

  

	 	(a)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Security Documents and the Lower
Saxony Guarantees each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Security Documents and the Lower Saxony Guarantees and their respective rights against one another shall be
cancelled (being the “Discharged Rights and Obligations”); 

  

	 	(b)	each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights
and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; 

  

	 	(c)	the Agent, the Lower Saxony Guarantee Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they
would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lower Saxony Guarantee Agent and the Existing
Lender shall each be released from further obligations to each other under this Agreement and/or the Lower Saxony Guarantees; and 

  

	 	(d)	the New Lender shall become a party as a “Lender”. 

  

	 	18.6	Copy of Transfer Certificate to Borrower 

 The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate. 

 

	 	18.7	Disclosure of information 


Any Lender may disclose to any of its Affiliates and/or the German State of Lower Saxony and/or the Federal Republic of Germany and/or
the European Union and/or any agency thereof or any person acting or purporting to act on any of their behalves and any other person: 
  

	 	18.7.1	to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;


  

	 	18.7.2	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are
to be made by reference to, this Agreement or the Borrower; or 

  

	 	18.7.3	 to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,




  
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 any information about any Obligor, the Transaction Documents and the Lower Saxony
Guarantees as that Lender shall consider appropriate if, in relation to Clauses 18.7.1 and 18.7.2, the person to whom the information is to be given has entered into a Confidentiality Undertaking. In the case of the German State of Lower Saxony
and/or the Federal Republic of Germany and/or the European Union and/or any agency thereof or any person acting or purporting to act on any of their behalves, the Borrower acknowledges and agrees that any such information may be used by such persons
for statistical purposes and/or for reports of a general nature. 
  

	 	18.8	Borrower’s co-operation 

 The Borrower shall co-operate fully with the Lender in relation to any assignment or transfer proposed by the Lender and shall execute, or procure the execution of, any documents which the Lender may
require. 
  

	19	Changes to the Borrower 


The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Security Documents or the Lower
Saxony Guarantees. 
  

	20	Reference Banks, Agent, Lower Saxony Guarantee Agent and Steering Committee 


 

	 	20.1	Reference Banks 

 If:

  

	 	20.1.1	the whole of the Contribution (if any) of any Reference Bank is prepaid; 

  

	 	20.1.2	the Commitment of any Reference Bank is cancelled or reduced to zero in accordance with Clause 4.9 or any other relevant provision hereof; 


 

	 	20.1.3	a Reference Bank transfers the whole of its rights and obligations (if any) as a Lender under this Agreement; or 


 

	 	20.1.4	where applicable, any Reference Bank ceases to provide quotations to the Agent for the purposes of determining LIBOR, 


the Agent may, acting on the instructions of the Majority Lenders, terminate the appointment of such Reference Bank and appoint another
Lender to replace such Reference Bank. 
  

	 	20.2	Decision making 

  

	 	20.2.1	Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent
of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing: 


 

	 	(a)	the release of the Borrower from any of its obligations hereunder; 

  

	 	(b)	the amendment of any of the provisions of this Agreement; 

  

	 	(c)	any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement. 


  
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	 	20.2.2	Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be
determined by the Majority Lenders and the Lower Saxony Guarantee Agent: 

  

	 	(a)	the making of any declaration by the Agent under Clause 12.2; 

  

	 	(b)	the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement; 


 

	 	(c)	any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise
howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under
Clause 12.2; 

  

	 	(d)	any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required. 


 

	 	20.2.3	Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either: 


 

	 	(a)	by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in
issue; or 

  

	 	(b)	by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the
purpose of discussing (inter alia) such proposal or matter in issue. 

 Furthermore, it is hereby agreed by the
Lenders that: 
  

	 	(i)	where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph
(a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony
Guarantee Agent (as the case may be) may in its telefax: 

  

	 	(1)	recommend a proposed course of action to be taken by the Lenders; and 

  

	 	(2)	specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee
Agent’s (as the case may be) recommendation 


  
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 so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as
the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and

  

	 	(ii)	where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower
Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the
response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be). 

  

	 	20.3	The Agent and the Lower Saxony Guarantee Agent 

  

	 	20.3.1	Each of the Lenders and the Lower Saxony Guarantee Agent hereby appoints the Agent to act as its agent under this Agreement and the Security Documents with such rights,
powers and discretions as are expressly delegated to the Agent hereunder and thereunder. 

  

	 	20.3.2	Each of the Lenders and the Agent hereby appoints the Lower Saxony Guarantee Agent to act as its agent under the Lower Saxony Guarantees with such rights, powers and
discretions as are expressly delegated to the Lower Saxony Guarantee Agent hereunder and thereunder. 

  

	 	20.3.3	Except where the context otherwise requires, references in this Clause 20 to the “Agent” shall mean the Agent and the Security Agent individually and
collectively. 

  

	 	20.3.4	The Agent shall: 

  

	 	(a)	promptly inform the Lenders of the contents of any notice or request received by it from the Borrower under this Agreement (whether such notice or request is addressed
to the Agent alone or the Agent on behalf of the Lenders) and of any information delivered to it pursuant to Clause 10.2 and of any other matters which the Agent considers material; 


 

	 	(b)	promptly deliver to the Lenders copies of any accounts and certificates delivered to it pursuant to Clause 10.2 and, as soon as reasonably practicable, copies of the
documents delivered in satisfaction of the requirements of Schedule 3; 


  
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	 	(c)	promptly inform the Lenders in reasonable detail of any exercise by it of any of the rights, powers and/or discretions vested in it hereunder (but without the Agent
being under any obligation to give prior notice to the Lenders of any such exercise); 

  

	 	(d)	promptly notify the Lenders of the occurrence of any Event of Default or any other default by the Borrower in the due performance of or compliance with its material
obligations under this Agreement of which the Agent has actual knowledge or actual notice and the occurrence of which the Agent has verified; 

  

	 	(e)	if directed by the Majority Lenders, exercise (or refrain from exercising) any right, power or discretion vested in it hereunder in accordance with the directions
(subject to Clause 20.2.1) of the Majority Lenders provided, however, that it may refrain from acting in accordance with any such directions until it has received such security as it may require (whether by way of payment in advance or otherwise)
for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such directions and for this purpose the Agent shall make a demand for such security addressed to all the Lenders;


  

	 	(f)	receive from the Borrower all payments of principal, interest and other moneys expressed to be payable to the Agent hereunder on behalf of all or any of the Lenders and
the Lower Saxony Guarantee Agent and shall promptly distribute the same amongst the Lenders, the Lower Saxony Guarantee Agent, the German State of Lower Saxony and itself in accordance with the terms of this Agreement and the Lower Saxony Guarantees
pending which the Agent shall hold any and all such moneys on trust for the Lenders, the Lower Saxony Guarantee Agent, the German State of Lower Saxony and itself; and 


 

	 	(g)	enter into any amendment to any of the Security Documents or grant any waiver of any obligation of any of the Obligors under any of such Security Documents if so
instructed by the Lenders. 

  

	 	20.3.5	The Lower Saxony Guarantee Agent shall: 

  

	 	(a)	promptly inform the Lenders of the contents of any notice or request received by it from the German State of Lower Saxony under a Lower Saxony Guarantee (whether such
notice or request is addressed to the Lower Saxony Guarantee Agent alone or the Lower Saxony Guarantee Agent on behalf of the Lenders) and of any other matters which the Lower Saxony Guarantee Agent considers material; 


 

	 	(b)	promptly inform the Lenders in reasonable detail of any exercise by it of any of the rights, powers and/or discretions vested in it hereunder (but without the Lower
Saxony Guarantee Agent being under any obligation to give prior notice to the Lenders of any such exercise); 


  
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	 	(c)	promptly notify the Lenders of the occurrence of any Event of Default or any other default by the Borrower in the due performance of or compliance with its material
obligations under a Lower Saxony Guarantee of which the Lower Saxony Guarantee Agent has actual knowledge or actual notice and the occurrence of which the Lower Saxony Guarantee Agent has verified; 


 

	 	(d)	if directed by the Majority Lenders, exercise (or refrain from exercising) any right, power or discretion vested in it hereunder in accordance with the directions
(subject to Clause 20.2.1) of the Majority Lenders provided, however, that it may refrain from acting in accordance with any such directions until it has received such security as it may require (whether by way of payment in advance or otherwise)
for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such directions and for this purpose the Lower Saxony Guarantee Agent shall make a demand for such security addressed to
all the Lenders; 

  

	 	(e)	receive from the Borrower the Lower Saxony guarantee fee and shall promptly on-pay the same to the German State of Lower Saxony in accordance with the terms of this
Agreement and the Lower Saxony Guarantees pending which the Lower Saxony Guarantee Agent shall hold any and all such moneys on trust for the German State of Lower Saxony; and 


 

	 	(f)	receive from the German State of Lower Saxony all payments expressed to be payable under a Lower Saxony Guarantee on behalf of all or any of the Lenders and the Agent
and shall promptly pay the same to the Agent who shall distribute the same amongst the Lenders, the Lower Saxony Guarantee Agent and itself in accordance with the terms of this Agreement pending which the Lower Saxony Guarantee Agent and the Agent
in turn shall hold any and all such moneys on trust for the Lenders, the Agent or the Lower Saxony Guarantee Agent (as the case may be) and itself. 

  

	 	20.3.6	The relationship between the Agent on the one part and each Lender and the Lower Saxony Guarantee Agent on the other and between the Lower Saxony Guarantee Agent on the
one part and each Lender and the Agent on the other is that of agent and principal and, except in relation to any moneys referred to in Clause 20.3.4(f) and any moneys received by the Agent from the Lower Saxony Guarantee Agent and in each case held
by the Agent pending distribution hereunder and in relation to any moneys referred to in Clause 20.3.5(e) held by the Lower Saxony Guarantee Agent pending distribution by the Agent hereunder, neither the Agent nor the Lower Saxony Guarantee Agent
shall have a fiduciary relationship with or be, or be deemed to be, a trustee of or for any such party. 


  
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	 	20.3.7	In addition to the powers expressly given to the Agent and the Lower Saxony Guarantee Agent by this Agreement: 


 

	 	(a)	the Lenders may give the Agent or the Lower Saxony Guarantee Agent (generally or in any particular case) any powers which the Lenders consider appropriate; and


  

	 	(b)	each of the Agent and the Lower Saxony Guarantee Agent has power to take any other action which it considers to be reasonably incidental or conducive to the performance
of its functions under this Agreement or otherwise appropriate in the context of those functions, including the exercise of any powers given to it by the Lenders. 


 

	 	20.3.8	The rights, powers and discretions vested in the Agent and the Lower Saxony Guarantee Agent by this Agreement shall only be exercised by the Agent or the Lower Saxony
Guarantee Agent (as the case may be) in accordance with the instructions of the Majority Lenders or (if so required in accordance with the provisions of Clause 20.2.1) the Lenders provided however that the Agent and/or the Lower Saxony Guarantee
Agent (as the case may be) shall be entitled (but not bound) to exercise or refrain from exercising any such right, power or discretion without the directions of the Majority Lenders or the Lenders (as the case may be) if the Agent and/or the Lower
Saxony Guarantee Agent (as the case may be) believes that the immediate exercise of such right, power or discretion is necessary or desirable to protect the interests of the Lenders under or in respect of this Agreement. 


Where any right, power or discretion is vested in the Agent or the Lower Saxony Guarantee Agent (as the case may be) under this Agreement
but is expressed as being exercisable in accordance with the directions of the Lenders or the Majority Lenders, such right, power or discretion shall not be exercised by the Agent or the Lower Saxony Guarantee Agent (as the case may be) without the
lawful directions of the Lenders or the Majority Lenders (as the case may be). 
  

	 	20.3.9	Notwithstanding anything to the contrary expressed or implied herein, neither the Agent nor the Lower Saxony Guarantee Agent shall: 


 

	 	(a)	be bound to enquire as to the occurrence or otherwise of any Event of Default or as to the performance by the Borrower of its obligations under this Agreement;


  

	 	(b)	be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or
regulation or be otherwise actionable at the suit of any person; 

  

	 	(c)	have any responsibility to the Lenders or each other for: 

  

	 	(i)	the financial position, creditworthiness, affairs or prospects of the Borrower; 


 

	 	(ii)	the performance or non-performance howsoever by the Borrower of any of its obligations hereunder; 


  
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	 	(iii)	the due execution, effectiveness, genuineness, validity or enforceability of this Agreement or any document relating hereto or any filing or recording thereof or the
taking of any other action whatsoever and howsoever in connection therewith or the collectability of any sum due hereunder; 

  

	 	(iv)	any computations and/or information supplied to the Lenders by the Agent or the Lower Saxony Guarantee Agent (as the case may be) in reliance upon which the Lenders
have entered into this Agreement; 

  

	 	(d)	be under any liability whatsoever for any consequence of relying on: 

  

	 	(i)	any written communication or document believed by it to be genuine or correct and to have been communicated or signed by the person by whom it is purported to have been
communicated or signed; or 

  

	 	(ii)	the advice or opinions of any professional advisers selected by it; 

  

	 	(e)	be under any duty to account to any Lender or the Agent or the Lower Saxony Guarantee Agent (as the case may be) for any sum received by it for its own account or the
profit element of any such sum; or 

  

	 	(f)	be under any obligation other than those for which express provision is made herein. 


 

	 	20.3.10	Each of the Agent and the Lower Saxony Guarantee Agent may: 

  

	 	(a)	carry out its duties hereunder through such officers, directors, employees, consultants or independent agents as it may in its unfettered discretion think fit;


  

	 	(b)	assume that no Event of Default has occurred and that the Borrower is not in breach of its obligations under this Agreement unless the Agent or the Lower Saxony
Guarantee Agent (as the case may be) has actual knowledge or actual notice to the contrary; 

  

	 	(c)	engage and pay for the advice or services of any internal or external lawyers, accountants, surveyors or other experts whose advice or services may to it seem
necessary, expedient or desirable and rely upon any advice so obtained; 

  

	 	(d)	rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower;
and 

  

	 	(e)	rely upon any communication or document believed by it to be genuine. 


  
 96 










	 	20.3.11	It is understood that each of the Lenders has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations
into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and the German State of Lower Saxony and, accordingly, each of the Lenders warrants to the Agent and the Lower Saxony Guarantee Agent that it has
not relied and will not rely on the Agent or the Lower Saxony Guarantee Agent (as the case may be): 

  

	 	(a)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or the German State of Lower Saxony in
connection with this Agreement or a Lower Saxony Guarantee; or 

  

	 	(b)	to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or the German State of
Lower Saxony. 

  

	 	20.3.12	Subject to the terms of this Agreement, this Agreement shall be serviced, supervised and administered by the Agent and the Lower Saxony Guarantee Agent in the ordinary
course of its business and in accordance with its usual practices. In performing its duties and functions hereunder, each of the Agent and the Lower Saxony Guarantee Agent shall exercise the same care as it normally exercises in making and
administering loans for its own account, but assumes no further responsibility in respect of such performance. 

  

	 	20.3.13	Neither the Agent nor the Lower Saxony Guarantee Agent shall be under any liability as a result of taking or omitting to take any action in relation to this Agreement
and/or a Lower Saxony Guarantee save in the case of gross negligence or wilful misconduct and the Lenders will not assert or seek to assert against any director, officer or employee of the Agent or the Lower Saxony Guarantee Agent any claim they
might have against any of them in respect of the matters referred to in this Clause 20.3.13. 

  

	 	20.3.14	Neither the Agent (nor any officer thereof) nor the Lower Saxony Guarantee Agent (nor any officer thereof) shall be precluded by reason of so acting from underwriting,
guaranteeing the subscription of or subscribing for or otherwise acquiring, holding or dealing with any debentures, shares or securities whatsoever of the Borrower or from entering into any contract or financial or other transaction with or from
engaging in any banking or other business with the Borrower and shall not be liable to account for any profit made or payment received by it thereby or in connection therewith. 


 

	 	20.4	Retirement and replacement of the Agent and the Lower Saxony Guarantee Agent 


 

	 	20.4.1	 Each of the Agent and the Lower Saxony Guarantee Agent may retire at any time without assigning any reason by giving to the Borrower, the Agent or the
Lower Saxony Guarantee Agent (as the case may be) and the Lenders not less than thirty (30) days notice of its intention to do so. Unless the Agent or the Lower Saxony Guarantee Agent (as the case may be) in its notice of retirement nominates
any of its associated companies 



  
 97 










	 	
to be its successor, the successor Agent or Lower Saxony Guarantee Agent may be appointed by the Majority Lenders (with the prior written consent of the Borrower, such consent not to be
unreasonably withheld or delayed) during such thirty (30) day period PROVIDED THAT, should they fail to do so, the Agent or the Lower Saxony Guarantee Agent (as the case may be) may then appoint as its successor a reputable and
experienced bank with an office in London. 

  

	 	20.4.2	If any Lender is dissatisfied with the Agent or the Lower Saxony Guarantee Agent and wants it to be replaced, such Lender shall consult with the other relevant Lenders
and the Borrower for a period of up to thirty (30) days to decide whether the Agent or the Lower Saxony Guarantee Agent (as the case may be) should be replaced and, if so, by whom (such replacement being one of the relevant Lenders or an
associated company thereof). If at the end of such period the relevant Lenders unanimously agree that the Agent or the Lower Saxony Guarantee Agent (as the case may be) should be replaced by a particular Lender or one of its associated companies,
and if the Borrower consents in writing to the identity of the proposed replacement (such consent (a) not to be unreasonably withheld and (b) not to be required if an Event of Default has occurred and is continuing), then notice shall be
given by the relevant Lenders to the Agent or the Lower Saxony Guarantee Agent (as the case may be) specifying the date, being not fewer than five (5) Business Days after the date of such notice, on which the appointment of the successor Agent
or Lower Saxony Guarantee Agent (as the case may be) is, subject to Clause 20.4.4, to take effect. 

  

	 	20.4.3	For the purposes of this Clause 20.4: 

  

	 	(a)	an “associated company” of the Agent, the Lower Saxony Guarantee Agent and/or any Lender shall mean any company which is a holding company of the
Agent, the Lower Saxony Guarantee Agent and/or such Lender or a wholly-owned subsidiary of it or its parent company; and 

  

	 	(b)	“relevant Lenders” means all of the Lenders other than that Lender which acts as Agent or Lower Saxony Guarantee Agent or whose associated company acts
in such capacity. 

  

	 	20.4.4	Any appointment of a successor Agent or Lower Saxony Guarantee Agent under Clause 20.4.1 or 20.4.2 shall take effect upon: 


 

	 	(a)	the successor confirming in writing its agreement to be bound by the provisions of this Agreement; and 


 

	 	(b)	notice thereof by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and its successor (which notice, shall specify the banks to which payments to the
new Agent or Lower Saxony Guarantee Agent shall be made thereafter) being given to each of the other parties to this Agreement. 

  

	 	20.4.5	If a successor to the Agent or the Lower Saxony Guarantee Agent is appointed under the provisions of this Clause 20.4: 


 

	 	(a)	the outgoing Agent or Lower Saxony Guarantee Agent shall be discharged from any further obligation under this Agreement; 


  
 98 










	 	(b)	its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a
party hereto in place of the outgoing Agent or Lower Saxony Guarantee Agent (as the case may be); 

  

	 	(c)	Clause 20 and the other provisions of this Agreement shall remain in effect for the benefit and protection of the outgoing Agent or Lower Saxony Guarantee Agent (as the
case may be) in relation to any claim or loss which may be brought against or incurred by it in connection with or as a result of any act, omission, breach, neglect or other occurrence or matter relating to or arising out of this Agreement which
took place before its resignation. 

  

	 	20.5	Steering Committee 

  

	 	20.5.1	The Group-Wide Lenders shall establish the Steering Committee. 

  

	 	20.5.2	Notwithstanding anything to the contrary expressed or implied herein, no member of the Steering Committee shall: 


 

	 	(a)	be bound to enquire as to the occurrence or otherwise of any Event of Default or as to the performance by the Borrower of its obligations under this Agreement;


  

	 	(b)	be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or
regulation or be otherwise actionable at the suit of any person; 

  

	 	(c)	have any responsibility to the Lenders or each other for: 

  

	 	(i)	the financial position, creditworthiness, affairs or prospects of the Borrower; 


 

	 	(ii)	the performance or non-performance howsoever by the Borrower of any of its obligations hereunder; 


 

	 	(iii)	the due execution, effectiveness, genuineness, validity or enforceability of this Agreement or any document relating hereto or any filing or recording thereof or the
taking of any other action whatsoever and howsoever in connection therewith or the collectability of any sum due hereunder; 

  

	 	(d)	be under any liability whatsoever for any consequence of relying on: 

  

	 	(i)	any written communication or document believed by it to be genuine or correct and to have been communicated or signed by the person by whom it is purported to have been
communicated or signed; or 


  
 99 










	 	(ii)	the advice or opinions of any professional advisers selected by it or the Steering Committee; 


 

	 	(e)	be under any duty to account to any Lender for any sum received by it for its own account or the profit element of any such sum PROVIDED THAT any member of the
Steering Committee shall on demand of a Group-Wide Lender provide to that Group-Wide Lender evidence of any cost, charge or expense incurred in its role as a member of the Steering Committee; or 


 

	 	(f)	be under any obligation other than those for which express provision is made herein. 


 

	 	20.5.3	Each member of the Steering Committee may: 

  

	 	(a)	carry out its duties through such officers, directors, employees, consultants or independent agents as it may in its unfettered discretion think fit;


  

	 	(b)	assume that no Event of Default has occurred and that the Borrower is not in breach of its obligations under this Agreement unless the member has actual knowledge or
actual notice to the contrary; 

  

	 	(c)	with the agreement of the Steering Committee, engage any internal or external lawyers, accountants, surveyors or other experts whose advice or services may to it seem
necessary, expedient or desirable and rely upon any advice so obtained PROVIDED THAT the law firm appointed as principle advisers to the Steering Committee shall be approved by the Majority Group-Wide Lenders; 


 

	 	(d)	rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower;
and 

  

	 	(e)	rely upon any communication or document believed by it to be genuine. 

  

	 	20.5.4	Notwithstanding the establishment of the Steering Committee, it is understood that each of the Lenders has itself been, and will continue to be, solely responsible for
making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and, accordingly, each of the Lenders warrants to the members of the Steering Committee
that it has not relied and will not rely on the Steering Committee: 

  

	 	(a)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower in connection with this Agreement; or



  
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	 	(b)	to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower. 


 

	 	20.5.5	Subject to the terms of this Agreement, each member of the Steering Committee shall exercise the same care as it normally exercises in making and administering loans
for its own account in performing its duties as a member of the Steering Committee but assumes no further responsibility in respect of such performance. 

  

	 	20.5.6	No member of the Steering Committee shall be under any liability as a result of taking or omitting to take any action in relation to the NCLC Group Credit Facilities
and the Lenders will not assert or seek to assert against any director, officer or employee of that member any claim they might have against any of them in respect of the matters referred to in this Clause 20.5.6. 


 

	 	20.5.7	The relationship between a member of the Steering Committee on the one part and each Lender on the other is that of agent and principal only and no member of the
Steering Committee shall have a fiduciary relationship with or be, or be deemed to be, a trustee of or for any such party. 

  

	 	20.5.8	Notwithstanding the provisions of Clause 20.5.7, no member of the Steering Committee shall be regarded as the Agent or the Security Agent or exercise any right, power
or discretion expressly delegated to the Agent or the Security Agent under this Agreement or the Security Documents. 

  

	 	20.5.9	Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee
shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. 


This Clause 20.5 and Clause 15.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 1.5.

  

	 	20.6	Trust 

 Each Lender and
the Agent appoints the Security Agent to act as its security agent for the purpose of the Security Documents with effect from 2 April 2009. 
 Each Lender and the Agent authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Security
Documents together with any other incidental rights, powers, authorities and discretions. 
 The Security Agent agrees and
declares, and each of the Lenders and the Agent acknowledges, that, subject to the terms and conditions of this Clause 20.6, the Security Agent holds the Trust Property on trust for the Agent and the Lenders absolutely. Each of the Lenders and the
Agent agrees that the obligations, rights and benefits vested in the Security Agent shall be performed and exercised in accordance with this Clause 20.6. The Security Agent shall have the benefit of all of the provisions of this Agreement benefiting
it in its capacity as security agent for the Lenders and the Agent, and all the powers and discretions conferred on trustees by the Trustee Act 1925 (to the extent not inconsistent with this Agreement). In addition: 

 

	 	20.6.1	the Security Agent and any attorney, agent or delegate of the Security Agent may indemnify itself or himself out of the Trust Property against all liabilities, costs,
fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions
vested in the Security Agent or any other such person by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents; 


  
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	 	20.6.2	the Lenders and the Agent acknowledge that the Security Agent shall be under no obligation to insure any property nor to require any other person to insure any property
and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance; 

  

	 	20.6.3	the Lenders and the Agent agree that the perpetuity period applicable to the trusts declared by this Deed shall be the period of one hundred and twenty five
(125) years from 2 April 2009; and 

  

	 	20.6.4	save as otherwise provided in the Security Documents, all moneys which under the trusts therein contained are received by the Security Agent may be invested in the name
of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent, and the same may be
placed on deposit in the name of or under the control of the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit. 


The provisions of Part I of the Trustee Act 2000 shall not apply to the Security Agent or the Trust Property. 

 

	21	Notices 

  

	 	21.1	Mode of communication 


Except as otherwise provided herein, each notice, request, demand or other communication or document to be given or made hereunder shall
be given in writing but unless otherwise stated, may be made by telefax. 
  

	 	21.2	Address 

 Any notice,
demand or other communication (unless made by telefax) to be made or delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the Borrower has by fifteen (15) days’ written notice to the Agent specified another
address) be made or delivered to the Borrower at 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall
suffice). Any notice, demand or other 

  
 102









 
communication to be made or delivered by the Borrower to the Agent pursuant to this Agreement shall (unless the Agent has by fifteen (15) days’ written notice to the Borrower specified
another address) be made or delivered to the Agent at its Lending Branch, the details of which are set out in Schedule 1. 
  

	 	21.3	Telefax communication 


Any notice, demand or other communication to be made or delivered pursuant to this Agreement may be sent by telefax to the relevant
telephone numbers (which at the date hereof in respect of the Borrower is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) and in the case of the Agent
or any Original Lender is as recorded in Schedule 1) 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 any Lender by the Borrower, shall be signed by the person or persons authorised in writing by the Borrower and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to
be delivered by paragraph 2 of Part I of Schedule 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 any Lender to the Borrower. 

 

	 	21.4	Electronic mail 

 Any
notice, demand or other communication other than a Drawdown Notice or a Renewal Notice to be made or delivered pursuant to this Agreement may be made by electronic mail or other electronic means, if the Agent, the Borrower and/or the Lender:

  

	 	21.4.1	agree that, unless and until notified to the contrary, this is to be an accepted form of communication; and 


 

	 	21.4.2	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and


  

	 	21.4.3	notify each other of any change to their electronic mail address or any other such information supplied by them. 


Any Original Lender which sets out an email address beneath its name in Schedule 1 is deemed to agree to receiving notices, demands or
other communications from the Agent by electronic mail. 
 Any electronic communication made: 

 

	 	(a)	by the Agent to the Borrower or a Lender will be effective when it is sent by the Agent unless the Agent receives a message indicating failed delivery and, if upon the
sender’s express request, a confirmation of receipt is requested, such confirmation has been sent; and 

  

	 	(b)	by the Borrower or a Lender to the Agent will be effective only when actually received by the Agent and then only if it is addressed in such a manner as the Agent shall
specify to that party for this purpose. 


  
 103









 The Agent shall notify the Borrower and the Lenders and the Borrower or a Lender shall
notify the Agent in each case promptly upon becoming aware that its electronic mail system or other electronic means of communication cannot be used due to technical failure (and that failure is continuing for more than two (2) Business Days).
Until the Agent, the Borrower or that Lender has notified as aforesaid that the failure has been remedied, all notices between the Agent and the Borrower or that Lender shall be sent by fax or letter in accordance with this Clause 21. 

 

	 	21.5	Receipt 

 Each such
notice, demand or other communication shall be deemed to have been made or delivered (in the case of any letter) when delivered to its office for the time being or, if sent by post, five (5) days after being deposited in the post first class or
express airmail (as the case may be) postage prepaid in an envelope addressed to it at that address or, if sent by electronic mail, in accordance with Clause 21.4. 
  

	 	21.6	Language 

 Each notice,
demand or other communication made or delivered by one (1) party to another pursuant to this Agreement, any other Security Document or the Lower Saxony Guarantees shall be in the English language or accompanied by a certified English
translation. In the event of any conflict between the translation and the original text the translation shall prevail unless the original text is a statutory instrument, legal process or any other document of a similar type or a notice, demand or
other communication from the German State of Lower Saxony or in relation to a Lower Saxony Guarantee. 
  

	22	Governing Law 

 This
Agreement and any non-contractual obligations arising from or in connection with it shall be governed by English law. 
  

	23	Waiver of Immunity 

 To
the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process in relation to this Agreement or the
other Security Documents and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed) the Borrower hereby irrevocably and unconditionally agrees throughout the Security Period
not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction. In respect of any legal action or proceedings arising out of or in connection with any of the Security Documents the Borrower
hereby consents generally as a matter of procedure in relation to the waiver of immunity (but not so as to prejudice any defence which the Borrower may have on the merits of the substantive issue) to the giving of any relief or the issue of any
process in connection with such legal action or proceedings including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its uses or intended uses) of any order or judgment which may be made or
given in such legal action or proceedings. 

  
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	24	Jurisdiction 

  

	 	24.1	The courts of England have exclusive jurisdiction to settle any dispute: 

  

	 	24.1.1	arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement); or


  

	 	24.1.2	relating to any non-contractual obligations arising from or in connection with this Agreement, 


(a “Dispute”). Each party to this Agreement 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 24.1 is for the benefit of the
Lenders and the Agent only. As a result, no such party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any such party may take concurrent proceedings in any number
of jurisdictions. 
  

	 	24.2	The Borrower may not, 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 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 process agent with unconditional authority to receive and
acknowledge service on behalf of the Borrower of all process or other documents connected with proceedings in the English courts which relate to this Agreement. 


 

	 	24.3	For the purpose of securing its obligations under Clause 24.2, the Borrower irrevocably agrees that, if it for any reason fails to appoint a process agent within the
period specified in Clause 24.2, 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 process agent in England with the unconditional authority described in
Clause 24.2. 

  

	 	24.4	No neglect or default by a process agent appointed or designated under this Clause (including a failure by it to notify the Borrower of the service of any process or to
forward any process to the Borrower) shall invalidate any proceedings or judgment. 

  

	 	24.5	The Borrower 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 Agreement and any other Security Document. 

  

	 	24.6	A judgment relating to this Agreement which is given or would be enforced by an English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction. 

  

	 	24.7	Nothing in this Clause shall exclude or limit any right which the Agent or a Lender 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. 


  
 105










	 	24.8	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 Agreement to be duly executed as a deed on the day first written
above. 
  

			
	SIGNED SEALED and DELIVERED as a DEED 	 	)
	by	 	)
	for and on behalf of	 	)
	NCL CORPORATION LTD. 	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	DnB NOR BANK ASA 	 	)
	as a Lead Arranger, an Original Lender and the Agent	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED 	 	)
	by	 	)
	for and on behalf of	 	)
	NORDEA BANK NORGE ASA 	 	)
	as a Lead Arranger and an Original Lender	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED 	 	)
	by	 	)
	for and on behalf of	 	)
	COMMERZBANK AKTIENGESELLSCHAFT 	 	)
	Hamburg Branch	 	)
	as a Co-Arranger and the	 	)
	Lower Saxony Guarantee Agent	 	)
	in the presence of:	 	)


  
 106










			
	SIGNED SEALED and DELIVERED as a DEED 	 	)
	by	 	)
	for and on behalf of	 	)
	KfW	 	)
	as a Co-Arranger and an Original Lender	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	NORDDEUTSCHE LANDESBANK	 	)
	GIROZENTRALE	 	)
	as a Co-Arranger and an Original Lender	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	COMMERZBANK AKTIENGESELLSCHAFT	 	)
	Bremen Branch	 	)
	as an Original Lender	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	THE GOVERNOR AND COMPANY OF	 	)
	THE BANK OF SCOTLAND	 	)
	(now known as Bank of Scotland plc)	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	UNICREDIT BANK AG	 	)
	in the presence of:	 	)


  
 107










			
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	DEUTSCHE SCHIFFSBANK	 	)
	AKTIENGESELLSCHAFT	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	FOKUS BANK ASA	 	)
	(now known as the Norwegian Branch of	 	)
	Danske Bank A/S)	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	HSH NORDBANK AG	 	)
	in the presence of:	 	)
		
	SIGNED SEALED and DELIVERED as a DEED	 	)
	by	 	)
	for and on behalf of	 	)
	SKANDINAVISKA ENSKILDA BANKEN AB	 	)
	(publ)	 	)
	in the presence of:	 	)


  
 108









 Schedule 1 
 Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, Restructuring 
 Trustee, Lead Arrangers, Co-Arrangers 
 and Original Lenders

 Agent and Security Agent 

DNB BANK ASA 
 Stranden 21 

NO-0021 Oslo 
 Norway 

 

			
	Fax:	 	+47 22 482894
	Attn:	 	Ms Marie Therese Zwilgmeyer

 Lower Saxony Guarantee Agent 
 COMMERZBANK AKTIENGESELLSCHAFT 
 Domstrasse 18 

20095 Hamburg 
 Germany 

 

			
	Fax:	 	+49 40 37699 649
	Attn:	 	Mr Marcus Weber/Mr Fabian Francke
	Email:	 	shipfinance@commerzbank.com/
		 	marcus.weber@commerzbank.com/
		 	fabian.francke@commerzbank.com

 Restructuring Trustee 
 DNB BANK ASA 
 Stranden 21 
 NO-0021 Oslo 
 Norway 

 

			
	Fax:	 	+47 22 482894
	Attn:	 	Ms Marie Therese Zwilgmeyer

 Lead Arrangers 
 DNB BANK ASA 
 Stranden 21 
 NO-0021 Oslo 
 Norway 

 

			
	Fax:	 	+47 22 482894
	Attn:	 	Mrs Amra Koluder
	Email:	 	amra.koluder@dnb.no


  
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 NORDEA BANK NORGE ASA 
 Middelthuns gate 17 
 Oslo 
 Norway 
 P O Box 1166 Sentrum 
 NO-0107 Oslo 
  

			
	Fax:	 	+47 22 484278
	Attn:	 	Mr Arne Berglund
	Email:	 	arne.berglund@nordea.com

 Co-Arrangers 
 COMMERZBANK AKTIENGESELLSCHAFT 
 Domstrasse 18 

20095 Hamburg 
 Germany 

 

			
	Fax:	 	+49 40 37699 649
	Attn:	 	Mr Marcus Weber/Mr Fabian Francke
	Email:	 	shipfinance@commerzbank.com/
		 	marcus.weber@commerzbank.com/
		 	fabian.francke@commerzbank.com

 KFW 

Palmengartenstrasse 5-9 
 60325 Frankfurt am Main

 Germany 
  

			
	Fax:	 	+49 69 7431 3768/2944
	Attn:	 	Mr Josef Schmid/Ms Claudia Wenzel
	Email:	 	josef.schmid@kfw.de/claudia.wenzel@kfw.de

 NORDDEUTSCHE LANDESBANK 
 GIROZENTRALE 
 Friedrichswall 10 
 30159 Hannover 
 Germany 

 

			
	Fax:	 	+49 511 361 4785
	Attn:	 	Ship and Aircraft Department - International Shipping Group
	Email:	 	shipping@nordlb.de


  
 110










											
	Lenders	  	Commitment to
Tranche A in EUR	 	  	Commitment to
Tranche B in EUR	 
			
	 COMMERZBANK AKTIENGESELLSCHAFT

Domstrasse 18
 20095 Hamburg

Germany
	  	 	37,403,846.15	  	  	 	37,596,153.85	  
	  
 Fax:
	  	  
 +49 40 37699 649
	  				  			
	Attn:	  	Mr Marcus Weber/Mr Fabian Francke	  				  			
	Email:	  	shipfinance@commerzbank.com/	  				  			
		  	marcus.weber@commerzbank.com/	  				  			
		  	fabian.francke@commerzbank.com	  				  			
			
	 DNB BANK ASA

Stranden 21
 NO-0021 Oslo

Norway
	  	 	37,403,846.18	  	  	 	37,596,153.82	  
	  
 Fax:
	  	  
 +47 22 482894
	  				  			
	Attn:	  	Mrs Amra Koluder	  				  			
	Email:	  	amra.koluder@dnb.no	  				  			
			
	 KFW

Palmengartenstrasse 5-9
 60325 Frankfurt am
Main
 Germany
	  	 	37,403,846.15	  	  	 	37,596,153.85	  
	  
 Fax:
	  	  
 +49 69 7431 3768/2944
	  				  			
	Attn:	  	Mr Josef Schmid/Ms Claudia Wenzel	  				  			
	Email:	  	josef.schmid@kfw.de/claudia.wenzel@kfw.de	  				  			
			
	 NORDDEUTSCHE LANDESBANK GIROZENTRALE
 Friedrichswall 10
 30159 Hannover
 Germany
	  	 	37,403,846.15	  	  	 	37,596,153.85	  
	  
 Fax:
	  	  
 +49 511 361 4785
	  				  			
	Attn:	  	Ship and Aircraft Department – International Shipping Group	  				  			
	Email:	  	shipping@nordlb.de	  				  			


  
 111










											
	Lenders	  	Commitment to
Tranche A in EUR	 	  	Commitment to
Tranche B in EUR	 
			
	 NORDEA BANK NORGE ASA
 Middelthuns gate 17
 Oslo
 P O Box 1166 Sentrum
 NO-0107 Oslo
 Norway
	  	 	37,403,846.15	  	  	 	37,596,153.85	  
	  
 Fax:
	 	  
 +47 22 484278
	  				  			
	 Attn:
	 	Mr Arne Berglund	  				  			
	 Email:
	 	arne.berglund@nordea.com	  				  			
			
	 BANK OF SCOTLAND PLC
 Marine Finance
 Second Floor
 New Uberior House
 11 Earl Grey Street
 Edinburgh EH3 9BN
 Scotland
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +44 131 659 1194
	  				  			
	Attn:	 	Douglas Newton / Russell Parker	  				  			
	Email:	 	douglas_newton@bankofscotland.co.uk	  				  			
			
	 UNICREDIT BANK AG
 Neuer Wall 64
 20354 Hamburg
 Germany
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +49 89 378-43315
	  				  			
	Attn:	 	Mr Scott Obeck	  				  			
	Email:	 	scott.obeck@unicreditgroup.de	  				  			
	Fax:	 	+49 89 378-3348912	  				  			
	Attn:	 	Mr Mark Young	  				  			
	Email:	 	mark.young@unicreditgroup.de	  				  			
			
	 DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT
 Bremen and Hamburg
 (now known as Commerzbank Aktiengesellschaft)

Domstrasse 18
 20095 Hamburg

Germany
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +49 40 37699 649
	  				  			
	Attn:	 	Mr Marcus Weber/Mr Fabian Francke	  				  			
	Email:	 	shipfinance@commerzbank.com/	  				  			
		 	marcus.weber@commerzbank.com/	  				  			
		 	fabian.francke@commerzbank.com	  				  			


  
 112










											
	Lenders	  	Commitment to
Tranche A in EUR	 	  	Commitment to
Tranche B in EUR	 
			
	 FOKUS BANK

(being the Norwegian branch of Danske Bank A/S)

Stortingsgaten 6
 PO Box 1170 Sentrum

NO-0107 Oslo
 Norway
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +47 85 407990
	  				  			
	Attn:	 	Mr Tore Thorlacius Braein/	  				  			
		 	Ms Ida Iselin Vestbakken	  				  			
	Email:	 	tore.braein@danskebank.com/	  				  			
		 	 idve@danskebank.com
	  				  			
			
	 HSH NORDBANK AG
 Gerhart-Hauptmann-Platz 50
 20095 Hamburg
 Germany
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +49 40 3333-611932
	  				  			
	Attn:	 	Mr Volker Werner	  				  			
	Email:	 	volker.werner@hsh-nordbank.com	  				  			
				
	Fax:	 	+49 40 3333 34307	  				  			
	Attn:	 	Ms Frauke Hay	  				  			
	Email:	 	frauke.hay@hsh-nordbank.com	  				  			
			
	 SKANDINAVISKA ENSKILDA BANKEN AB (publ)
 Kungsträdgårdsgatan 8
 SE-106 40 Stockholm

Sweden
	  	 	20,696,794.87	  	  	 	20,803,205.13	  
	  
 Fax:
	 	  
 +44 20 7236 5144
	  				  			
	Attn:	 	Mr Scott Lewallen/	  				  			
		 	Mr Malcolm Stonehouse	  				  			
	Email:	 	scott.lewallen@seb.co.uk/	  				  			
		 	malcolm.stonehouse@seb.co.uk	  				  			


  
 113









 Schedule 2 
 Notice of Drawdown 
 Clause 2.3 

 

			
	 FROM:
	 	NCL CORPORATION LTD.
		 	 Cumberland House
 9th
Floor
 1 Victoria Street
 Hamilton HM
11
 Bermuda

		
	 TO:
	 	 DNB BANK ASA

		 	 Stranden 21
 NO-0021
Oslo
 Norway


 20[    ] 
 Dear Sirs 
 FACILITY AGREEMENT DATED 7 OCTOBER 2005 (THE “FACILITY AGREEMENT”)

 We refer to the Facility Agreement pursuant to which you have agreed to advance to us the Facility on the terms and conditions set out
therein. 
 Terms and expressions defined in the Facility Agreement shall have the same respective meanings when used in this notice.

 We hereby give you notice that we wish to draw down a Drawing of Tranche [A/B] in the amount of
[                    ] [euro][Dollars] ([EUR][USD][            ]) under Clause 2.3 of the
Facility Agreement on [            ] 200[    ]. 
 Such amount
is to be paid to: 
 [                    ]

 We confirm that: 
  

	(i)	all of the representations and warranties contained in Clause 9 of the Facility Agreement remain true and correct; 


 

	(ii)	no Event of Default has occurred nor will occur with the giving of this notice; 


 

	(iii)	the Interest Period shall be of [one (1) month’s][three (3)][six (6)] [months’] duration; 


 

	(iv)	[no Event of Default will result from the conversion of the Drawing hereby requested to be drawn down;] 


  
 114










	(v)]	the Drawing will be applied [in financing part of the Contract Price due to the Builder pursuant to the relevant Building Contract][for general corporate and working
capital purposes of the Borrower and its Subsidiaries]; [and] 

  

	(v[i])	twenty per cent (20%) of the Contract Price (less the Owner’s Supply Costs) [has been or will have been][has been] paid on the relevant Delivery Date[; and]


  

	[(vi[i])	we shall provide you with evidence of the Owner’s Supply Cost within one (1) month of the relevant Delivery Date; and] 


 

	(vii[i])	[upon application of the Drawing hereby requested to be drawn down in the manner hereinbefore appearing all sums owing to the Builder under the relevant Building
Contract shall have been fully and finally paid]. 

 Yours faithfully 
 NCL CORPORATION LTD. 
  

			
	By:	 	  



  
 115









 Schedule 3 
 Part I: Conditions Precedent 
 Clause 2.5 

The Facility is expressly conditional upon the Agent having received in such form and substance as it shall require: 

 

	A	On signing hereof 

 Borrower

  

	1	Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the Borrower of its
obligations under this Agreement and each of the Security Documents or if no such consents are required a secretary’s certificate of the Borrower to this effect confirming that no such consents are required. 


 

	2	Notarially attested secretary’s certificate for the Borrower: 

  

	 	2.1	attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws evidencing power to: 


 

	 	2.1.1	enter into the transactions contemplated by this Agreement and in the other Security Documents and to buy ships and enter into arrangements for the chartering and
management thereof; and 

  

	 	2.1.2	borrow money in the amount referred to in this Agreement and as security therefor to mortgage or charge assets; 


 

	 	2.2	giving the names of the present officers and directors; 

  

	 	2.3	setting out specimen signatures of persons who would be authorised to sign documents or otherwise perform its obligations under the Security Documents and the Lower
Saxony Guarantees; 

  

	 	2.4	giving the legal and beneficial owners of its shares and the number of shares held by each shareholder; 


 

	 	2.5	attaching copies of resolutions passed at a duly convened meeting of the directors authorising the borrowing of the Facility and the execution of this Agreement and
such of the other Security Documents to which the Borrower is a party and the issue of any power of attorney to execute the same; and 

  

	 	2.6	containing a declaration of solvency as at the date of the secretary’s certificate. 


 

	3	Where the secretary’s certificate referred to in paragraph 2 of Part I of this Schedule 3 is dated more than ten (10) days prior to the Signing Date, a
bringdown certificate, which need not be notarially attested if signed by the same person that signed the secretary’s certificate referred to in paragraph 2 of Part I of this Schedule 3. 


 

	4	The original power of attorney issued pursuant to the resolutions referred to in paragraph 2 above, notarially attested. 


  
 116










	5	The Disclosure Letter duly executed. 

 Other
Obligors (other than the Manager) 
  

	6	Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by each of the other
Obligors of its obligations under the Security Documents to which it is a party or if no such consents are required a secretary’s certificate of that Obligor to this effect confirming that no such consents are required.


  

	7	Notarially attested secretary’s certificate: 

  

	 	7.1	attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws evidencing power to enter into the transactions contemplated by this
Agreement; 

  

	 	7.2	giving the names of the present officers and directors; 

  

	 	7.3	setting out specimen signatures of persons who would be authorised to sign documents or otherwise perform its obligations under the Security Documents;


  

	 	7.4	attaching copies of resolutions passed at a duly convened meeting of the directors approving the granting and the execution of the documents whose execution is
contemplated hereby, insofar as they relate to it and the issue of any power of attorney to execute the same; and 

  

	 	7.5	containing a declaration of solvency as at the date of the secretary’s certificate. 


 

	8	Where the secretary’s certificate referred to in paragraph 7 of Part I of this Schedule 3 is dated more than ten (10) days prior to the Signing Date, a
bringdown certificate, which need not be notarially attested if signed by the same person that signed the secretary’s certificate referred to in paragraph 7 of Part I of this Schedule 3. 


 

	9	The original powers of attorney issued pursuant to the resolutions referred to in paragraph 7.1 above, notarially attested. 


General 
  

	10	Confirmation from the Process Agent that it will act for each of the Obligors as agent for service of process in England. 


 

	11	Opinions from lawyers appointed by the Agent including English and Bermudan lawyers as to any of the foregoing matters or otherwise as the Lenders may require in the
form required by the Lenders. 

  

	12	Certified Copy of the Building Contract including all addenda. 

  

	13	A copy of: 

  

	 	13.1	the audited consolidated financial statements of the NCLC Group for the financial year ending on 31 December 2004; 


 

	 	13.2	the unaudited consolidated financial statements of the NCLC Group for the fiscal quarter ending on 30 June 2005; and 


  
 117










	 	13.3	detailed projected consolidated financial statements of the NCLC Group for the six (6) financial years ending after the Signing Date, which projections shall
(a) reflect the forecasted consolidated financial condition of the NCLC Group after giving effect to the Facility and the related financing thereof; and (b) be prepared and approved by the chief financial officer of the NCLC Group.


  

	14	Letter from the secretary of the Borrower to the Agent stating that the Borrower is and shall remain, after the advance to it of the Facility or any of it, solvent in
accordance with the laws of Bermuda and the United Kingdom and in particular with the provisions of the United Kingdom’s Insolvency Act 1986 (as from time to time amended) and the requirements thereof. 


 

	15	Copies of all Companies Acts forms for filing of charges in Bermuda. 

  

	16	Payment of all fees under Clause 14. 

  

	B.	At least five (5) Business Days before the first Advance Date in respect of each Tranche 


 

	17	Drawdown notice duly executed by the Borrower in the form of Schedule 2. 

  

	18	Certified Copy of such documents as have been received by the Owner from the Builder pursuant to the relevant Building Contract in evidence of the instalments due or
paid. 

  

	19	Issue of the relevant Lower Saxony Guarantee. 

  

	20	Acknowledgement by the Borrower of the terms and conditions of the relevant Lower Saxony Guarantee. 


 

	21	Financial projections of the NCLC Group for the twelve (12) month period commencing on the first Delivery Date (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 and details of any scheduled dry-docking of any of the vessels owned and/or
operated by companies in the NCLC Group during such period, demonstrating that the Borrower will be in compliance with the financial undertakings contained in Clause 10.3 during such twelve (12) month period. 


 

	C	On each Delivery Date 

  

	22	[*]. 

  

	23	Such evidence as the Lenders may require that the relevant Vessel is: 

  

	 	23.1	provisionally registered in the name of the relevant Owner under the Bahamian flag with a certificate of registry free from all liens and encumbrances except the
relevant Mortgage; 

  

	 	23.2	classified with the highest classification available free of all recommendations and qualifications with Det Norske Veritas; 


 

	 	23.3	insured in accordance with the terms of the Security Documents; and 

  

	 	23.4	managed by the Manager pursuant to the relevant Management Agreement. 


  
 118










	24	In respect of the relevant Vessel: 

  

	 	24.1	Certified Copy of the builder’s certificate; 

  

	 	24.2	Certified Copy of the bill of sale; 

  

	 	24.3	Certified Copy of the unconditional protocol of delivery and acceptance duly signed by the Builder and the Owner; 


 

	 	24.4	Certified Copy of the certificate of warranty from the Builder stating that the Vessel is free from all encumbrances on her Delivery Date; 


 

	 	24.5	Certified Copy of the commercial invoice from the Builder in evidence of the Contract Price and Certified Copy of such documents as provide evidence of the Owner’s
Supply Cost; 

  

	 	24.6	copies of valid trading and other certificates to be produced by the Builder pursuant to the Building Contract; 


 

	 	24.7	Certified Copy of the Management Agreement; 

  

	 	24.8	Mortgage duly executed and lodged for registration at the Bahamas Maritime Authority in London; 


 

	 	24.9	Earnings Assignment duly executed; 

  

	 	24.10	Insurance Assignment duly executed; 

  

	 	24.11	Management Agreement Assignment duly executed; and 

  

	 	24.12	Telefax confirmations from the insurance brokers for marine risks (hull and machinery) and the managers of any protection and indemnity or war risks association through
whom any Insurances have been placed that the Insurances have been placed and upon receipt of a notice of assignment of the Insurances they will issue letters of undertaking in the form approved by the Lenders. 


 

	25	Guarantee duly executed by the relevant Owner. 

  

	26	Charge duly executed in respect of the relevant Owner. 

  

	27	Opinions from Bahamian lawyers appointed by the Agent as to due registration of the relevant Vessel and due registration of the relevant Mortgage and from English,
German and Bermudan lawyers appointed by the Agent as to any of the foregoing matters or otherwise as the Lenders may require in the form required by the Lenders. 


 

	28	From the Agent’s insurance advisers, a report on the Insurances for the relevant Vessel and a certificate confirming that such Insurances are placed with such
insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as should be acceptable to the Lenders and conform with the provisions of the relevant Mortgage. 


 

	29	Where a secretary’s certificate referred to in paragraph 2 or paragraph 7 of Part I of this Schedule 3 is dated more than ten (10) days prior to the first
Advance Date in respect of the relevant Tranche, a bringdown certificate, which need not be notarially attested if signed by the same person that signed the secretary’s certificate referred to in paragraph 2 or paragraph 7 (as the case may
be) of Part I of this Schedule 3. 


  
 119










	30	Certified Copy of the carrier initiative agreement executed pursuant to the relevant Mortgage. 


 

	31	Certified Copy of any current certificate of financial responsibility in respect of the relevant Vessel issued under OPA. 


 

	32	Certified Copy of a valid safety management certificate (or interim safety management certificate) issued to the relevant Vessel in respect of its management by the
Manager pursuant to the International Safety Management Code. 

  

	33	Certified Copy of a valid document of compliance (or interim document of compliance) issued to the Manager in respect of ships of the same type as the relevant Vessel
pursuant to the International Safety Management Code. 

  

	34	Certified Copy of a valid international ship security certificate issued to the relevant Vessel in accordance with the International Ship and Port Facility Security
Code adopted by the International Maritime Organisation. 

  

	35	Certified Copy of a valid international air pollution prevention certificate issued to the relevant Vessel under Annex VI (Regulations for the Prevention of Air
Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997) (as the same may be amended from time to time). 


Manager 
  

	36	Notarially attested secretary’s certificate: 

  

	 	36.1	attaching a copy of its Certificate of Incorporation and Memorandum and Articles of Association (or equivalent documents) evidencing power to enter into the
transactions contemplated by this Agreement; 

  

	 	36.2	giving the names of the present officers and directors; 

  

	 	36.3	setting out specimen signatures of persons who would be authorised to sign documents or otherwise perform its obligations under the Security Documents;


  

	 	36.4	giving the legal and beneficial owners of its issued shares and the number of shares held by each shareholder; 


 

	 	36.5	attaching copies of resolutions passed at a duly convened meeting of the directors approving the granting and the execution of the documents whose execution is
contemplated hereby, insofar as they relate to it and the issue of any power of attorney to execute the same; and 

  

	 	36.6	containing a declaration of solvency as at the date of the secretary’s certificate. 


 

	37	Where a secretary’s certificate referred to in paragraph 36 of Part I of this Schedule 3 is dated more than ten (10) days prior to the first Advance Date in
respect of the relevant Tranche, a bringdown certificate, which need not be notarially attested if signed by the same person that signed the secretary’s certificate referred to in paragraph 36 of Part I of this Schedule 3.



  
 120










	38	The original powers of attorney issued pursuant to the resolutions referred to in paragraph 36.5 above, notarially attested. 


General 
  

	39	Copies of Companies Act forms for filing of charges in Bermuda. 

  

	40	Payment of all fees due under Clause 14. 


  
 121









 Part II: Condition Subsequent 

Clause 2.5 
 The continuation of
the Facility is expressly conditional upon the Agent having received in such form and substance as the Lenders shall require: 
  

	A	Not more than one (1) month after each Delivery Date 

  

	1	Evidence in reasonable detail of the Owner’s Supply Cost in respect of the relevant Vessel. 


  
 122









 Schedule 4 
 Confidentiality Undertaking 
 [ON BANK’S HEADED PAPER] 

 

	TO:	NCL CORPORATION LTD. 


Cumberland House 

9th Floor 
 1
Victoria Street 
 Hamilton HM 11 
 Bermuda 
 (the “Borrower”) 

DNB BANK ASA 
 Stranden 21 
 NO-0021 Oslo 

Norway 
 (the
“Agent”) 
 NCL CORPORATION LTD. 
 UP TO EUR624,000,000 FACILITY (THE “FACILITY”) 
 FORM OF CONFIDENTIALITY
UNDERTAKING 
  

	1	We hereby undertake that we will keep confidential and will not make use of for any purposes (other than for the purposes of the Facility) all information delivered to
us in connection with the Facility and all information obtained by us in the course of discussions with the Agent, the Borrower or any other party involved with the Facility (collectively the “Information”) until and save to the
extent that the Information has been released into the public domain by persons duly authorised by the Borrower to do so. However, we shall be entitled to supply the Information to: 


 

	 	1.1	professional advisers solely for use in connection with the Facility after drawing to the attention of those advisers the content of the undertaking as to
confidentiality given by us and after obtaining similar undertakings from them; and 

  

	 	1.2	any third party where we have been authorised in writing to do so by the Borrower; and 


 

	 	1.3	subject to giving reasonable prior notice to the Borrower, to any banking or regulatory authority to which we are subject after drawing to the attention of such
authority the content of the undertaking as to confidentiality given by us; and 

  

	 	1.4	pursuant to subpoena or other legal process and pursuant to any law or regulation having the force of law. 


  
 123










	2	We further undertake that if we decide not to participate in the Facility, we will return to the Agent the originals and additional copies or extracts made therefrom
and all documentary Information delivered to us by the Agent in relation to the Facility and/or the Borrower (including any supplied to third parties as contemplated in paragraph 1). 


For and on behalf of 
 BANK NAME:

  

			
		
	 By:
	 	 
		
	Date:	 	


  
 124









 Schedule 5 
 Transfer Certificate 
 Lenders are advised not to employ Transfer Certificates or otherwise
to assign or transfer interests in the Facility Agreement without further ensuring that the transaction complies with all applicable laws and requisitions, including the Financial Services and Markets Act 2000 and regulations made thereunder and
similar statutes which may be in force in other jurisdictions. 
  

	TO:	DNB BANK ASA (the “Agent”) as agent on its own behalf and for and on behalf of the Borrower, the Owners, the Lenders and the Lower Saxony
Guarantee Agent as each such term is defined in the Facility Agreement referred to below 

 ATTENTION:
[                    ] 

Date:                     

This certificate (the “Transfer Certificate”) relates to a loan facility agreement dated 7 October 2005 (as the same may from time
to time be amended, supplemented, restated and/or novated the “Facility Agreement”) made between (among others) (1) NCL Corporation Ltd. as borrower (the “Borrower”) (2) the banks and financial
institutions referred to therein as lenders (the “Lenders”) and (3) the Agent whereby the Lenders have agreed to make available to the Borrower a revolving loan facility in the amount of up to six hundred and twenty four
million euro (EUR624,000,000). Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same meanings herein as therein. 
 In this Transfer Certificate: 
 the “Transferor” means [full name] of
[lending branch]; 
 the “Transferee” means [full name] of [lending branch]. 

 

	1	The Transferor with full title guarantee transfers to the Transferee absolutely in accordance with Clause 18.1 of the Facility Agreement all rights and interests
(present, future or contingent) which the Transferor has as Lender under or by virtue of the Facility Agreement, all the other Security Documents and the Lower Saxony Guarantees insofar as such rights and interests relate to that portion of its
[Commitment][Contribution] to the Facility in an amount of
[                                        ]
[euro][Dollars] ([EUR][USD][            ]) out of its total [Commitment][Contribution] which at the date hereof is [            ]
[euro][Dollars] ([EUR][USD][            ]). 

  

	2	By virtue of this Transfer Certificate and Clause 18.5 of the Facility Agreement, the Transferor is discharged entirely with effect from the Transfer Date from that
portion of its [Commitment][Contribution] to the Facility and its obligations relating thereto to the extent of
[                                        ]
[euro][Dollars] ([EUR][USD][            ]) out of its total [Commitment][Contribution] at such date. 


 

	3	The Transferee hereby requests: 

  

	 	3.1	the Borrower, the Owners, the Agent and the Lenders to accept the executed copies of this Transfer Certificate as being delivered pursuant to and for the purposes of
Clause 18.1 of the Facility Agreement; and 


  
 125










	 	3.2	the Agent to execute this Transfer Certificate on behalf of itself and the other said parties pursuant to Clause 18.5 of the Facility Agreement so that this Transfer
Certificate will take effect in accordance with the terms thereof on [specify date of transfer] [or] [the date on which the Agent receives a certificate signed by [the Transferor] confirming that the following conditions have been
fulfilled [specify conditions to transfer]. 

  

	4	The Transferee: 

  

	 	4.1	confirms that it has received a copy of the Facility Agreement, the other Security Documents and the Lower Saxony Guarantees together with such other documents and
information as it has required in connection with the transaction contemplated thereby; 

  

	 	4.2	confirms that it has not relied and will not hereafter rely on the Transferor, the Agent or the Lenders to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of the Facility Agreement, any other of the Security Documents or the Lower Saxony Guarantees or any other documents or information; 


 

	 	4.3	agrees that it has not relied and will not rely on the Transferor, the Agent or the Lenders to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower or any other party to the Facility Agreement, any other of the Security Documents or the Lower Saxony Guarantees (save as otherwise expressly provided therein);


  

	 	4.4	warrants that it has power and authority to become a party to the Facility Agreement and has taken all necessary action to authorise execution of this Transfer
Certificate and to obtain all necessary approvals and consents to the assumption of its obligations under the Facility Agreement, the other Security Documents and the Lower Saxony Guarantees; 


 

	 	4.5	if not already a Lender, appoints the Agent to act as its agent as provided in the Facility Agreement and the other Security Documents and appoints the Lower Saxony
Guarantee Agent to act as its agent in relation to the Lower Saxony Guarantees as provided in the Facility Agreement and agrees to be bound by the terms of Clause 18.5 of the Facility Agreement and by all the terms of Clause 20 of the Facility
Agreement. 

  

	5	The Transferor: 

  

	 	5.1	warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;


  

	 	5.2	warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country in which the Transferor is incorporated
and the country in which its Lending Branch is located; and 

  

	 	5.3	agrees that it will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the
Transferee’s title under this Transfer Certificate or for any similar purpose. 


  
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	6	The Transferee hereby undertakes to the Transferor and each of the other parties to the Facility Agreement that it will perform in accordance with its terms all those
obligations which by the terms of the Facility Agreement will be assumed by it after the transfer contemplated by this Transfer Certificate has taken effect. 


 

	7	If a Transferor and a Transferee effect a transfer in accordance with Clause 3 of this Transfer Certificate during an Interest Period, the Agent shall make all payments
which would have become due to the Transferor under the Facility Agreement during the relevant Interest Period to the Transferor, as if no such transfer had been effected by the Transferor to the Transferee, according to the percentages of the
Transferor’s Contribution and/or Commitment transferred and retained pursuant to Clauses 1 and 2 of this Transfer Certificate, and the Transferor and the Transferee shall be responsible for paying to each other pro rata all amounts (if any) due
to them from each other for such Interest Period. On and from the commencement of the immediately succeeding Interest Period, the Agent shall make all payments due under the Facility Agreement for the account of the Transferor, to the Transferor,
and shall make all payments due under the Facility Agreement for the account of the Transferee, to the Transferee. This provision is for administrative convenience only and shall not affect the rights of the Transferor and the Transferee under the
Facility Agreement. 

  

	8	None of the Transferor, the Agent or the Lenders: 

  

	 	8.1	makes any representation or warranty nor assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facility
Agreement, any other of the Security Documents or the Lower Saxony Guarantees or any document relating thereto; 

  

	 	8.2	assumes any responsibility for the financial condition of the Borrower or any other party to the Facility Agreement, any other of the Security Documents or the Lower
Saxony Guarantees or any such other document or for the performance and observance by the Borrower or any other party to the Facility Agreement, any other of the Security Documents or the Lower Saxony Guarantees or any such other document (save as
otherwise expressly provided therein) and any and all such conditions and warranties, whether expressed or implied by law or otherwise, are hereby excluded (except as aforesaid). 


 

	9	The Transferor and the Transferee each undertakes that it will on demand fully indemnify the Agent in respect of any claim, proceeding, liability or expense which
relates to or results from this Transfer Certificate or any matter connected with or arising out of it unless caused by the Agent’s or the Agent’s gross negligence or wilful misconduct, as the case may be. 


 

	10	The agreements and undertaking of the Transferee in this Transfer Certificate are given to and for the benefit of and made with each of the other parties to the
Facility Agreement. 

  

	11	This Transfer Certificate shall be governed by, and construed in accordance with, English law. 

 IN WITNESS whereof the Transferor, the Transferee and the Agent (as agent for and on behalf of itself as the Agent, the Borrower, the Owners and the Lenders (other than the Transferor)) have caused
this Transfer Certificate to be executed on the day first written above. 

  
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	The Transferor	 	
		
	SIGNED by	 	)
		 	)
	for and on behalf of	 	)
	[            ] 	 	)
	in the presence of:	 	)
		
	The Transferee	 	
		
	SIGNED by	 	)
		 	)
	for and on behalf of	 	)
	[            ] 	 	)
	in the presence of:	 	)
		
	The Agent	 	
		
	SIGNED by	 	)
		 	)
	for and on behalf of	 	)
	DNB BANK ASA 	 	)
	as agent for and on behalf	 	)
	of itself as the Agent, the Borrower,	 	)
	the Owners, the Lenders and the Lower	 	)
	Saxony Guarantee Agent	 	)
	in the presence of:	 	)


  
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 Schedule 
 Administrative Details of Transferee 
 Name of Transferee: 

Lending Branch: 
 Contact Person 

(Loan Administration Department): 
 Telephone:

 Fax: 
 Email: 

Contact Person 
 (Credit Administration
Department): 
 Telephone: 
 Fax:

 Email: 
 Account for Payments:


  
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 Schedule 6 
 Quarterly Statement of Financial Covenants 
  

	TO:	DNB BANK ASA 

 Stranden 21

 NO-0021 Oslo 
 Norway 
 Attn: Mrs Amra Koluder 

We refer to clause 10.3 of the loan facility agreement dated 7 October 2005 (as amended, varied, supplemented, restated and/or novated from time to
time) (the “Facility Agreement”) between (among others) you as agent and ourselves as borrower. Terms defined in the Facility Agreement 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 “Borrower”) and its subsidiaries on a consolidated basis. We also hereby certify that the Borrower is in compliance with all the financial covenants set out in clause 10.3
of the Facility Agreement and that [no Event of Default has occurred and is continuing][an Event of Default has occurred and is continuing under clause 12.1.[    ] of the Facility 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 Facility
Agreement)	  	 	  	as of [—]	 	Required Covenants
				
	 10.3.1/

10.3.2(b)**+
	  	 Free Liquidity
	  	 A
	 	 
  

 
  
  
	A>USD50,000,000
 (10.3.1)**

 
 A>USD100,000,000
 (10.3.2(b))**

				
	10.3.2(a)+	  	 Consolidated EBITDA:
	  	 B
	 	 	>1.25:1
				
		  	 Consolidated Debt Service
	  	 C
	 		
				
	10.3.3+	  	 Total Net Funded Debt:
	  	 D
	 	 	<0.7:1
				
		  	 Total Capitalisation
	  	 E
	 		
				
	 10.3.4(a)/

10.3.4(b)(ii)++
	  	 Free Liquidity and Cash Sweep Bank Account
	  	 F
	 	 
  

 
  
  
	F>USD100,000,000
 (10.1.4(a))**/

 
 F>USD150,000,000
 (10.1.4(b)(ii))**

				
	10.3.4(b)(i)++	  	 Total Net Funded Debt:
	  	 D
	 	 	<11:1
				
		  	 Consolidated EBITDA***
	  	 G
	 		
				
	10.3.5+++	  	 Total Net Funded Debt:

Consolidated Adjusted Total Assets
	  	 D
	 	 
  
  
	90% or less (2009)
 80% or less (2010)

70% or less (thereafter)

					
		  	 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
					
		  	 Consolidated EBITDA
	  		 				 	
		  	 Consolidated EBITDA
	  		 	 	x	  	 	
	Add/(Deduct):	  	 Pro forma F3 Two EBITDA
	  		 	 	x	  	 	
					
		  	 Consolidated EBITDA
	  		 	 	x	  	 	G


  
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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 


	***	For the purpose of this calculation, once the F3 Two-Related Debt is included in Total Net Funded Debt, Consolidated EBITDA shall be adjusted to allow the inclusion of
pro forma F3 Two EBITDA for such period (as determined by the Borrower reasonably and in good faith) 


	+	Not applicable during the Moratorium Period 


	++	Only applicable during the Moratorium Period 


	+++	Applicable during and after the Moratorium Period 


  
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 Schedule 7 
 Apollo-Related Transactions 
  

	1	Subscription Agreement 

  

	 	1.1	At the closing of the transactions contemplated by the Subscription Agreement (the “Closing”), the Investors shall pay to the Borrower USD1,000,000,000
as payment for newly-issued ordinary shares (“Ordinary Shares”) in the capital of the Borrower, par value USD1.00 per share (the “Subscribed Ordinary Shares”). The Subscribed Ordinary Shares shall represent fifty
per cent (50%) of the issued and outstanding Ordinary Shares of the Borrower as of the Closing. 

  

	 	1.2	On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade Assets to the Shareholder (or one of the Shareholder’s existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer from the US flag to the Bahamas flag PROVIDED THAT in the event that the transfer of the Jade Assets can be effected in a manner that the parties to the
Subscription Agreement agree is more advantageous from a tax perspective than the manner set forth above, such transfer shall be effected in an alternative manner and (ii) the Shareholder (or one of its existing or newly-formed subsidiaries)
will assume the Jade Liabilities (such transactions together the “Jade Transfer”). 

  

	 	1.3	Effective as of the Closing, in consideration of the mutual covenants and agreements contained therein, the Borrower has released, waived and forever discharged Star,
its Subsidiaries and their respective predecessors, successors, assigns, officers, directors, shareholders, employees and agents and their respective counsel (for the benefit of Star and its Subsidiaries) from any and all actions, causes of actions,
demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of any type, based on any fact or circumstance arising prior to the Closing based on Star’s relationship with the Borrower and its Subsidiaries prior to the Closing
(including any claims relating to actual or alleged breaches of fiduciary or other duties by Star’s directors, officers or shareholders), whether based on contract or any applicable law (including tort, statute, local ordinance, regulation or
any comparable law) in any jurisdiction. 

  

	 	1.4	Star, the Borrower and the Investors have stated their mutual intention that, following the Closing, Star and the Borrower continue their current policies and practices
of close collaboration in support of their mutual efforts to develop their respective cruise line businesses, including providing assistance to each other in mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration in
shipbuilding and sharing of ship design and providing or assisting in obtaining any necessary consents and approvals relating to such initiatives, shipbuilding or ship design PROVIDED THAT in no event shall Star or the Borrower be obligated
to engage in any such efforts if such efforts could reasonably be expected to have an adverse effect on the operation or prospects of such party’s respective cruise line business. 


 

	 	1.5	Star has indemnification obligations running in favour of the Investors. In the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in its
sole discretion to have all or a portion of the indemnity obligation of Star deemed satisfied by having the Borrower issue to the Investors additional Ordinary Shares. 


  
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	 	1.6	If the transactions contemplated by the Subscription Agreement upon the Closing are consummated, at the Closing (as described in clause 1.1 of this Schedule), the
Borrower shall pay, by wire transfer of immediately available funds, to each Person who is the payee of any outstanding Borrower Transaction Expenses as of the Closing Date, the amount owed to such Person. For the avoidance of doubt, in the event
that the Closing Date transaction fee payable to either (i) an Affiliate of the Investors or (ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to half of the amount paid to Citigroup Global Markets, Inc.
or an Affiliate thereof for its mergers and acquisitions advisory fee, such excess amount shall be paid, with respect to (i), by Star, or with respect to (ii), by the Investors. If the transactions contemplated by the Subscription Agreement upon the
Closing (as described in clause 1.1 of this Schedule) are not consummated, all costs and expenses incurred in connection with the Subscription Agreement and the transactions contemplated thereby shall be paid by the party incurring such costs and
expenses. 

  

	2	Shareholders’ Agreement 

 For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully
diluted basis is at least 0.6, the Borrower may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted
basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents). 
  

	3	Reimbursement Agreement 

  

	 	3.1	NCL America Holdings Undertakings 

 Star and Investor I have agreed (the “NCLA Undertakings”) to cause the Borrower to conduct the NCLA Business in the usual and ordinary course of business after the Closing Date. In
connection therewith, Star shall periodically reimburse the Borrower for any NCLA Cash Losses up to the amount of the Cash Losses Cap. 
  

	 	3.2	Star Termination Election 


At any time after the Closing Date, Star may give notice (the “Star Termination Election”) to the Borrower and
Investor I that it is terminating the NCLA Undertakings. Following receipt by the Borrower of the Star Termination Election, the parties to the Reimbursement Agreement shall then within thirty (30) days thereafter either (i) enter
into the NCLA Continuation Agreement (as defined in clause 3.4 of this Schedule) or (ii) make the NCLA Wind-up Determination (as defined in clause 3.5 of this Schedule). 

 

	 	3.3	Borrower Termination Election 

 In the event the Star Termination Election has not been delivered prior to 1 December 2008, then on the earlier of (i) such date and (ii) the date on which


  
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the aggregate amount of NCLA Cash Losses actually accrued equals or exceeds USD37,500,000, the Borrower may give notice to Star (the “Borrower Termination Election”) that it is
terminating the NCLA Undertakings. Following receipt by Star of the Borrower Termination Election (a) the parties to the Reimbursement Agreement shall undertake the Shut Down Procedure (b) the America Assets shall be transferred by NCL
America Holdings to the Shareholder (or one of its existing or newly-formed subsidiaries), which transfer shall be accomplished through liquidations to the extent necessary and the Shareholder (or one of its existing or newly-formed subsidiaries)
shall assume any liabilities associated with the America Assets, and the Pride of America Vessel shall be re-flagged in connection with such transfer from the US flag to the Bahamas flag (such transactions together the “America
Transfer”) (c) the Borrower shall pay to Star an amount equal to USD460,000,000 less any America Accumulated Book Depreciation and less any Allocable America Indebtedness (d) the Borrower shall prepay and/or cancel the relevant
percentage of the term loan and revolving credit facilities outstanding under the credit facilities related to the Aloha Assets (and the lenders under such facilities shall release all of their liens on the Aloha Assets) and cause the transfer to
Star (or one of its subsidiaries) of all of NCL America Holdings’ right, title and interest in the Aloha Assets free and clear of any Encumbrances through liquidations that qualify as complete liquidations under section 331 of the Code of NCL
America Holdings, Pride of Aloha, Inc., a Delaware corporation, and each of NCL America Holdings’ other subsidiaries, to the extent necessary and (e) Star shall reimburse the Borrower for any and all Shut Down Costs up to USD35,000,000
(each such payment, distribution or transaction, the “Wind Up Transactions”). Following any decision to shut down the NCLA Business, any decision to sell or otherwise dispose of any of the assets of the NCLA Business (other than the
Pride of America Vessel, the Pride of Aloha Vessel and their respective related assets) as part of the Shut Down Procedure shall be determined solely by Star. The net proceeds of any such sale or disposition(s) shall be deducted from and shall
reduce the Shut Down Costs by such amount of net proceeds. 
  

	 	3.4	NCL America Holdings Continuation Agreement 

 In the event that Star has provided the Borrower and Investor I with the Star Termination Election, then within thirty (30) days thereafter, the Borrower and Star will mutually agree in writing
that the Borrower shall continue to operate and manage the NCLA Business (the “NCLA Continuation Agreement”), in which case (i) Star’s obligations to reimburse the Borrower for the NCLA Cash Losses shall terminate, and
Star shall not be obligated to pay for any Shut Down Costs and (ii) the Borrower shall pay to Star an amount equal to USD800,000,000, less the Aloha Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less the
Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such amounts together the “Payment”) PROVIDED THAT the Payment shall be funded in part by an incremental equity contribution to the Borrower by each of
Star and Investor I in the amount of USD170,000,000, less one-half of the Aloha Accumulated Book Depreciation and less one-half of the Allocable Aloha Indebtedness. 
 Subject to the proviso in the immediately preceding paragraph, the Borrower shall use reasonable best efforts to fund any payments to Star pursuant to the NCLA Continuation Agreement, NCLA Wind Up
Transactions or the Borrower Termination Election by either the use of funds generated internally by the 

  
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Borrower or generated from the incurrence of additional Indebtedness from existing or new debt facilities. In the event that the Borrower is unable to fund payments in such a manner, Star and
Investor I acknowledge and agree that such funds shall be generated by the net proceeds of a primary offering of additional Ordinary Shares to the existing shareholders of the Borrower at the Subscription Price. 

 

	 	3.5	NCL America Holdings Wind-up Determination 

 In the event that the Borrower and Star have not entered into the NCLA Continuation Agreement by the end of such thirty (30) day period or the Borrower provides to Star notice prior to the expiration
of such thirty (30) day period that the Borrower has elected to shut down the NCLA Business (either such circumstance, the “NCLA Wind-up Determination”) the parties shall consummate the Wind Up Transactions. 

If none of the Borrower Termination Election, the NCLA Continuation Agreement or the NCLA Wind-up Determination has been made by
31 December 2008, the provisions of the Reimbursement Agreement shall apply as if the Borrower and Star have entered into the NCLA Continuation Agreement. 
  

	4	Indenture 

 As a result of
the transactions contemplated by the Subscription Agreement (as described in clause 1.1 of this Schedule), a change of control is triggered under the Indenture, dated 15 July 2004, between the Borrower and JPMorgan Chase Bank, N.A., as
indenture trustee, with respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and as required by the terms of the Indenture, the Borrower will proceed with a repurchase offer for the outstanding bonds at a purchase
price in cash equal to one hundred and one per cent (101%) of the principal amount plus accrued and unpaid interest. Apollo holds USD29,000,000 in principal amount of the said 10 5/8% Senior Notes due 2014. 

Defined Terms 
 Capitalized terms defined
in this Agreement and not otherwise defined in this Schedule shall have the meanings specified for such terms in this Agreement. As used in this Schedule, the following terms shall have the meanings specified below: 

“additional Ordinary Shares” means Ordinary Shares issued by the Borrower following the issuance of the Subscribed Ordinary Shares;

 “Affiliate” means, with respect to any Person (i) who is an individual, a spouse, parent, sibling or lineal descendant
of such Person (ii) that is an entity, an officer, manager, director, shareholder, member, general partner, limited partner or an Affiliate of such Person and (iii) any other Person that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms “control”, “controlling”, “controlled by” and “under common control
with”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

 “Allocable Aloha Indebtedness” means USD0; 

  
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 “Allocable America Indebtedness” means USD251,000,000; 

“Allocable Jade Indebtedness” means EUR383,000,000; 
 “Allocable NCLA Indebtedness” means USD251,000,000; 
 “Aloha Accumulated
Book Depreciation” means any accumulated book depreciation calculated in accordance with GAAP with respect to the Pride of Aloha Vessel from 1 April 2007 to the NCLA Valuation Date, as set forth in annex 1 to this Schedule;

 “Aloha Assets” means the following assets relating wholly and directly to the Pride of Aloha Vessel, in each case to the
extent transferable or assignable: (i) the Pride of Aloha Vessel (ii) all permits issued by any governmental authority to NCL America Holdings and related to the Pride of Aloha Vessel and (iii) all of the Pride of Aloha Vessel’s
appliances, equipment, engines, machinery, boats, tackle, outfit, bunkers, oils and fuels, spare parts, consumable provisions and stores, appurtenances and belongings, whether on board or ashore; 

“Amended and Restated Incorporation Documents” means the memorandum of increase of authorised share capital and the amended and restated
bye-laws of the Borrower and the Borrower’s existing memorandum of association; 
 “America Accumulated Book Depreciation”
means any accumulated book depreciation calculated in accordance with GAAP with respect to the Pride of America Vessel from 1 April 2007 to the NCLA Valuation Date, as set forth in annex 1 to this Schedule; 

“America Assets” means: (i) the Pride of America Vessel (ii) all permits issued by any governmental authority to NCL America
Holdings or any of its subsidiaries and related to the Pride of America Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Pride of America Vessel which will take
place after the closing date of the America Transfer (iv) all supplies and inventory on the Pride of America Vessel for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (v) all
accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (vi) all insurance and indemnity claims
relating to the Pride of America Vessel or America Liabilities made by or on behalf of Star, the Borrower or NCL America Holdings (or any of their respective subsidiaries) and received after the closing date of the America Transfer and
(vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Pride of America Vessel after the closing date of the America Transfer; 

“America Liabilities” means the Allocable America Indebtedness and any other liability relating to the America Assets; 

“Applicable Law” means with respect to any Person, all provisions of common or statutory laws, statutes, ordinances, rules, regulations
or Orders applicable to such Person. For the avoidance of doubt, Applicable Law shall include the Listing Rules; 
 “Borrower
Transaction Expenses” means (i) the third person fees and expenses, reasonably incurred by the Investors, Star, the Borrower and its Subsidiaries in connection with the drafting, negotiation, execution, and delivery of the Subscription
Agreement, the Shareholders’ Agreement and the Reimbursement Agreement, the amended and restated incorporation documents of the Borrower, the Voting Agreement and all other documents, agreements and instruments executed and delivered in
connection therewith, in each case, as amended, modified or supplemented from 

  
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time to time, and other documents relating to the investment process, including (a) all of the fees and expenses of the Borrower’s and Star’s accountants, lawyers, and other
advisors, including Citigroup Global Markets, Inc., Cleary Gottlieb Steen & Hamilton LLP, Cox Hallett Wilkinson, Clifford Chance and Access Capital Limited (b) all of the fees and expenses (including due diligence fees and expenses) of
the Investors’ accountants, lawyers, and other advisors, including Aon Corporation, O’Melveny & Myers LLP, Conyers Dill & Pearman and Burke & Parsons (c) the amount of all filing fees required to be paid
pursuant to any competition and antitrust laws and any other regulatory filings required and (d) the mergers and acquisitions advisory fee payable to Citigroup Global Markets, Inc. or an Affiliate thereof and (ii) the Closing Date
transaction fees payable to (a) an Affiliate of the Investors and (b) Star or an Affiliate thereof PROVIDED THAT the Closing Date transaction fee payable to each such Person in paragraph (ii) of this definition shall not exceed
an amount which is equal to half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for its mergers and acquisitions advisory fee; 
 “Cash Losses Cap” means USD50,000,000; 
 “Closing Date” shall
mean the date on which the closing of the investment in the Borrower by the Investors occurs and which is expected to be on or about fourteen (14) days after the date of the Second Supplemental Deed; 

“Code” means the Internal Revenue Code of 1986 of the United States of America, as amended; 

“Encumbrances” means any lien, encumbrance, hypothecation, charge, mortgage, equity, trust, equitable interest, claim, preference, right
of possession, right of seizure, lease, tenancy, license, covenant, interference, proxy, right of first refusal, option or right of first option, preemptive right, community property interest, legend, defect, impediment, exception, limitation,
impairment, imperfection of title or restriction of any nature (including any restrictions on the voting of any Security, any restriction on the Transfer of any Security or other asset, any restriction on the receipt of any income derived from any
asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset); 
 “Equity Securities” means (i) the Ordinary Shares and any other equity securities of the Borrower and (ii) any securities issued or issuable directly or indirectly with respect
to the securities referred to in clause (i) above by way of conversion, exercise or exchange, bonus share issue, share dividend, share sub-division, or share split or in connection with a combination of shares, recapitalization,
reclassification, amalgamation, merger, consolidation, reorganization or other similar event; 
 “Existing Star Controlling
Shareholders” means Golden Hope Limited, as trustee of the Golden Hope Unit Trust, Resorts World Bhd, Genting Overseas Holdings Limited, Tan Sri Lim Kok Thay, Puan Sri Lee Kim Hua, Joondalup Limited, Goldsfine Investments Ltd., and each
other controlled Affiliate of Tan Sri Lim Kok Thay; 
 “Governmental Authority” means any national, European Union, federal,
provincial, state, county, city, local, foreign or international governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body) and specifically including The Stock
Exchange of Hong Kong Limited; 
 “Indebtedness” means, with respect to any Person, without duplication (i) all
obligations for borrowed money, including all obligations evidenced by notices or similar instruments (ii) all obligations issued or assumed as the deferred purchase price of property or services (other than


  
 138









 
current trade liabilities incurred in the ordinary course and payable in accordance with customary practice) (iii) all capital lease obligations under US GAAP (iv) all obligations
secured by an Encumbrance (v) all obligations to pay a specified purchase price for goods and services, whether or not delivered or accepted (vi) all obligations in respect of swap or hedge agreements or similar agreements (vii) all
negative cash balances and refunds payable (viii) the principal component of all obligations, contingent or otherwise, in respect of letters of credit and bankers’ acceptances (ix) all guarantees of Indebtedness described in clauses
(i) to (viii) above and (x) all change in control payments payable in connection with the consummation of the transactions contemplated by the Transaction Documents; 
 “Investor Group” means the Investors together with their Permitted Transferees who hold Equity Securities; 
 “Jade Assets” means: (i) the Jade Vessel (ii) all permits issued by any governmental authority to NCL America Holdings or any of its subsidiaries and related to the Jade Vessel,
in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Jade Vessel which will take place after the closing date of the Jade Transfer (iv) all supplies and inventory on
the Jade Vessel for cruises on the Jade Vessel which will take place after the closing date of the Jade Transfer (v) all accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Jade Vessel
which will take place after the closing date of the Jade Transfer (vi) all insurance and indemnity claims relating to the Jade Vessel or Jade Liabilities made by or on behalf of Star, the Borrower or NCL America Holdings (or any of their
respective subsidiaries) and received after the closing date of the Jade Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Jade Vessel
after the closing date of the Jade Transfer; 
 “Jade Liabilities” means the Allocable Jade Indebtedness and any other
liability relating to the Jade Assets; 
 “Jade Transfer Date” means 9 February 2008, or such other date mutually agreed
in writing by the parties to the Subscription Agreement; 
 “Jade Vessel” means the 2006 built United States documented
passenger vessel “PRIDE OF HAWAII”, official number 1160677, IMO number 9304057, and all appurtenances thereto whether on board or ashore; 
 “Liabilities” means any and all direct or indirect Indebtedness, Losses, claims or responsibilities, whether known or unknown, accrued or fixed, absolute or contingent, matured or
unmatured, secured or unsecured or determined or determinable, whether or not of a kind required by US GAAP to be set forth on a financial statement, including (but not limited to) those arising under any Applicable Law and those arising under
any contract or otherwise; 
 “Listing Rules” means The Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited; 
 “Losses” means any and all direct or indirect payments, obligations, recoveries, deficiencies, fines,
penalties, interest, assessments, losses, damages (including damages resulting in diminution in value, lost income and profits and interruptions in the business of the Borrower or any of its Subsidiaries), liabilities, costs, expenses, to the extent
actually incurred, including (i) attorneys’ fees and expenses relating to such Loss and/or necessary to enforce rights to indemnification in connection with the Subscription Agreement and (ii) consultants’ and experts’ fees
and other costs of defence or investigation, and interest on any amount payable to a third party as a result of the 

  
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foregoing (whether accrued, absolute, contingent, known, or otherwise, but excluding punitive, exemplary, special and consequential damages (other than as expressly included in this definition));

 “NCLA Business” means the operations and business conducted by NCL America Holdings and its subsidiaries, which include the
operation of the Pride of America Vessel and the Pride of Aloha Vessel and, until the Jade Transfer has been completed, the Jade Vessel; 

“NCLA Capital Expenditures” means, for any period, the aggregate amount of any capital expenditures made by NCL America Holdings and any
of its subsidiaries in such period with respect to the NCLA Business (including any capital expenditures made in relation to the Jade Vessel until the Jade Transfer has been completed); 
 “NCLA Cash Losses” means the amount, if negative, of the sum of (i) NCLA EBITDA less (ii) NCLA Capital Expenditures less (iii) interest paid or accrued on the Allocable
NCLA Indebtedness at a blended rate, in each case in respect of the period beginning on the Closing Date and ending on the NCLA Valuation Date and in each case as reflected on the financial statements of NCL America Holdings or the accounting books
and records of NCL America Holdings; 
 “NCLA EBITDA” means, for any period, the sum of (i) net revenues less
(ii) ship operating expenses and selling, general and administrative expenses as allocated in a manner consistent with past practice as included in management reports, in each case as determined in accordance with US GAAP and as reflected
in the financial statements of NCL America Holdings or the accounting books and records of NCL America Holdings. For the avoidance of doubt (a) any Shared Overhead Expenses which are incurred by the Borrower and its subsidiaries in any such
period shall be included (without duplication) in the calculation of NCLA EBITDA for such period and (b) any Shut Down Costs, Post-Termination Expenses or expenses in connection with the early redeployment of the Pride of America Vessel in the
Borrower’s fleet which are incurred in any such period shall not be included in the calculation of NCLA EBITDA for such period; 

“NCLA Valuation Date” means the date that is ninety (90) days after the date on which notice of the Star Termination Election or
the Borrower Termination Election is delivered; 
 “Order” means all judgments, injunctions, orders and decrees of all
Governmental Authorities in any legal, administrative or arbitration action, suit, complaint, charge, hearing, mediation, inquiry, investigation or proceeding in which the Person in question is a party or by which any of its properties or assets are
bound; 
 “Permitted Transfer” means: 
  

	(i)	with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor (including (a) the partners, members and stockholders of the Investor,
and, if such Affiliate is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner which has directly or indirectly invested, or otherwise has ownership interests, in Apollo Investment Fund VI, LP or one of
its Affiliated investment funds or (c) prior to the first anniversary of the Closing Date, of up to forty per cent (40%) of the Equity Securities held by the Investor as at the Closing Date in the aggregate to any funds, financial
institutions or individuals acting as a co-investor in the Borrower with the Investor; and 

  

	(ii)	with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b) any Existing Star Controlling Shareholder;



  
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 “Permitted Transferees” means any Person to whom a Permitted Transfer is made or is to be
made; 
 “Person” means any legal person, including any individual, corporation, investment fund, partnership, limited
partnership, limited liability company, joint venture, joint stock company, association, trust, unincorporated entity or Governmental Authority or other entity; 
 “Post-Termination Expenses” means all of the (i) costs and expenses with respect to the operations of the NCLA Business that are incurred, consistent with past practice by the
Borrower and its subsidiaries, after the NCLA Valuation Date through 31 December 2008 and (ii) costs and expenses that would have been allocated and attributable to the Pride of Aloha Vessel had the vessel remained in service as part of
the NCL America Holdings fleet until 31 December 2008, in each case based upon an allocation of corporate costs on a capacity day basis in a manner consistent with past practice and the Borrower’s then-currently published sailing schedule;

 “Pride of Aloha Vessel” means United States documented passenger cruise vessel “PRIDE OF ALOHA”, official number
1153219, IMO number 9128532; 
 “Pride of America Vessel” means the United States documented passenger cruise vessel
“PRIDE OF AMERICA”, official number 1146542, IMO number 9209221, and all appurtenances thereto whether on board or ashore; 

“Security” means, with respect to any Person, all equity securities or equity interests of such Person, all securities convertible into
or exchangeable for equity securities or equity interests of such Person, and all options, warrants, and other rights to purchase or otherwise acquire from such Person equity interests, including any stock appreciation or similar rights, contractual
or otherwise; 
 “Shared Overhead Expenses” means those overhead expenses incurred by the Borrower and any of its subsidiaries
which are attributable to the operation and management of the NCLA Business based upon an allocation of corporate costs on a capacity day basis in a manner consistent with past practice and the Borrower’s then-currently published sailing
schedule, and shall include any capital expenditures made by the Borrower and any of its subsidiaries (other than NCL America Holdings and its subsidiaries) with respect to the NCLA Business; 
 “Shut Down Costs” shall mean (i) any and all costs and expenses incurred by the Borrower and any of its subsidiaries in connection with the shut down of the operation and management
of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause
3.4 of this Schedule; 
 “Shut Down Procedure” means all actions necessary in connection with the shut down of the operation
and management of the NCLA Business, including taking all steps reasonably necessary to wind-up and liquidate, in liquidations qualifying as complete liquidations under section 331 of the Code, NCL America Holdings and each of the Subsidiaries of
NCL America Holdings (except as otherwise agreed by Investor I and NCL America Holdings); 
 “Star Group” means Star
together with its Permitted Transferees who hold Equity Securities; 
 “Subscription Price” means USD1,000,000,000; 

“Subsidiaries” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business
entity of which fifty per cent (50%) or more of the 

  
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total voting power of equity securities or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of managers,
directors, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person. For the purposes of this definition, the term “controlled” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Notwithstanding the foregoing, WorldCard International Limited shall be deemed not to be a “Subsidiary” of Star for the purposes of the Subscription Agreement; 

“Transaction Documents” means the Apollo Transaction Documents, the Amended and Restated Incorporation Documents, the Voting Agreement
and all other documents, agreements and instruments executed and delivered in connection therewith, in each case, as amended, modified or supplemented from time to time; 
 “Transfer” means, as to any Security or asset, to sell, transfer, assign, gift, pledge, grant a security interest in, distribute, encumber or otherwise dispose of (including the
foreclosure or other acquisition by any lender with respect to such Security or asset pledged to such lender by the holder of such Security or asset), whether directly or indirectly, such Security or asset, either voluntarily or involuntarily and
with or without consideration; and 
 “Voting Agreement” means the voting agreement dated as of 17 August 2007, by and
among Investor I and certain of the Existing Star Controlling Shareholders. 

  
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 Annex 1 
 Accumulated Book Depreciation 
 [*] 

  
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 Schedule 8 
 Reduction Schedules calculated using the Application of Proceeds Formulation 
 Tranche
A: 
 [*] 

  
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 Tranche B: 
 [*] 

  
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 Schedule 9 
 Reduction Schedules for the purpose of calculating the amount of the Applicable Margin payable 
 Tranche A: 
 [*] 

  
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 Tranche B: 
 [*] 

  
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 Schedule 10 
 Budgeted Consolidated EBITDA 
  

					
	 Fiscal Quarter Ended
	  	Budgeted 
Consolidated
EBITDA
(USD,000)	 
		
	 [*]
	  	 	[*]	  
		
	 [*]
	  	 	[*]	  
		
	 [*]
	  	 	[*]	  
		
	 [*]
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	 [*]
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 Schedule 11 
 Report on Bookings 
 NCL Corporation Ltd. 

Passenger Booking Data 
 As of Week X

  

																	
	 	  	Q1 1	 	 	Q2 1	 	 	Q3 1	 	 	Q4 1	 
	 Load Factor Data
	  				 				 				 			
					
	 Booked to Date
	  				 				 				 			
					
	 2009
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 
	 2008
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 
					
	 Final (Full Year)
	  				 				 				 			
					
	 2008
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 
					
	 NPD Data
	  				 				 				 			
					
	 Booked to Date
	  				 				 				 			
					
	 2009
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 
	 2008
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 
					
	 Final (Full Year)
	  				 				 				 			
					
	 2008
	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 

  

	1	 Represents next four quarters following reporting date 



  
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