Exhibit 10.3


 


Execution Version




 


	 	Dated	18
    March	2021	 



 


	 	Royal
    Caribbean Cruises Ltd. 

    (the Borrower)	(1) 
	 	 	 
	 	KfW IPEX-Bank
    GmbH 

    (the Facility Agent)	(2)
	 	 	 
	 	KfW IPEX-Bank
    GmbH 

    (the Hermes Agent)	(3)
	 	 	 
	 	KfW IPEX-Bank
    GmbH 

    (the Mandated Lead Arranger)	(4)
	 	 	 
	 	The banks and
    financial institutions listed in Schedule 1 

    (the Lenders)	(5)


 


	 	Amendment
    No. 2 in connection with

    the Credit Agreement in respect of

    "ICON 3" – Hull 1402	 



 






     


    


    

 


Contents


 


	Clause	Page



 


	1	Interpretation and definitions	1
	 	 	 
	2	Amendment of the Existing Credit Agreement	2
	 	 	 
	3	Conditions of effectiveness of Amended Credit Agreement	3
	 	 	 
	4	Representations and Warranties	5
	 	 	 
	5	Incorporation of Terms	6
	 	 	 
	6	Fees, Costs and Expenses	6
	 	 	 
	7	Counterparts	6
	 	 	 
	8	Governing Law	7



 


	Schedule 1 Finance Parties	8
	 	 
	Schedule 2 Form of Amendment Effective
    Date confirmation – Hull 1402	9
	 	 
	Schedule 3 Amended and Restated Credit
    Agreement	10
	 	 
	Schedule 4 Form of Guarantor Confirmation
    Certificate	11
	 	 
	Exhibit A Exhibit D-1 – Finnvera
    Pricing Grid for FEC Loan	13
	 	 
	Exhibit B Framework	14
	 	 
	Exhibit C Debt Deferral Extension Regular
    Monitoring Requirements	15
	 	 
	Exhibit D Replacement Covenants with effect
    from the Guarantee Release Date	19
	 	 
	Exhibit E Form of Option A Refinancing
    Agreement	20



 






     


    


    

 


THIS
AMENDMENT NO. 2 (this Amendment) is dated 18 March 2021 and made BETWEEN:


 


	(1)	Royal Caribbean Cruises Ltd. (a corporation organised
                                 and existing under the laws of the Republic of Liberia) (the Borrower);



 


	(2)	KfW IPEX-Bank GmbH as facility agent (the Facility
                                 Agent);



 


	(3)	KfW IPEX-Bank GmbH as Hermes agent (the Hermes Agent);



 


	(4)	KfW IPEX-Bank GmbH as initial mandated lead arranger and
                                 sole bookrunner (the Mandated Lead Arranger); and



 


	(5)	The banks and financial institutions listed in Schedule
                                 1 as lenders and residual risk guarantors (the Lenders).



 


WHEREAS:


 


	(A)	The Borrower, the Facility Agent, the Hermes Agent, the Mandated
                                 Lead Arranger and the Lenders are parties to a credit agreement, dated 18 December 2019,
                                 as amended by an amendment letter dated 11 May 2020, as further amended by a financial covenant
                                 waiver extension consent letter dated 31 July 2020 and as further amended and restated on
                                 15 February 2021 (together, the Existing Credit Agreement), in respect of the vessel
                                 bearing Builder’s ICON 3 hull number 1402 (the Vessel) whereby it was agreed that
                                 the Lenders would make available to the Borrower, upon the terms and conditions therein, a US
                                 dollar loan facility (the Facility) calculated on the amount equal to the sum of (a) up
                                 to eighty per cent (80%) of the Contract Price (as defined in the Existing Credit Agreement)
                                 of the Vessel but which Contract Price will not exceed EUR1,715,000,000 (b) 100% of the
                                 Finnvera Premium and, if applicable, the Finnvera Balancing Premium (in each case as defined
                                 therein) and (c) 100% of the Hermes Fee (as defined therein).



 


	(B)	The Borrower, by a consent request letter dated 9 December 2020
                                 relating to the Debt Deferral Extension Framework published by certain Export Credit Agencies
                                 (including Hermes) (the Framework), requested that the Existing Credit Agreement be amended
                                 and restated on the basis set out in this Amendment.



 


	(C)	Pursuant to the Framework the Lenders have agreed to certain
                                 amendments to the financial covenants set out in Section 7.2.4 of the Existing Credit Agreement,
                                 in each case on the basis set out in that letter.



 


	(D)	In connection with the arrangements referred to in Recitals (B) and
                                 (C) above, the Parties wish to amend and restate the Existing Credit Agreement to the extent
                                 set out in this Amendment.



 


NOW IT
IS AGREED as follows:


 


	1	Interpretation and definitions



 


	1.1	Definitions in the Existing Credit Agreement



 


		(a)	Unless the context otherwise requires
                                         or unless otherwise defined in this Amendment, words and expressions defined in the Existing
                                         Credit Agreement shall have the same meanings when used in this Amendment.



 






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		(b)	The principles of construction
                                         set out in the Existing Credit Agreement shall have effect as if set out in this Amendment.



 


	1.2	Definitions



 


In this Amendment:


 


Amended
Credit Agreement means the Existing Credit Agreement as amended and restated in accordance with this Amendment.


 


Amendment
Effective Date has the meaning set forth in clause 3.


 


Fee
Letter means any letter between the Facility Agent and the Borrower setting out the fees payable in connection with
this Amendment.


 


Finance
Parties means the Facility Agent, the Hermes Agent, the Mandated Lead Arranger and the Lenders.


 


Framework
Information Package means the general test scheme/information package in connection with the "Debt Deferral Extension"
application submitted by the Borrower in order to obtain the benefit of the measures provided for in the Framework for the purpose
of this Amendment and certain of the Borrower’s obligations under the Existing Credit Agreement.


 


Loan
Documents has the meaning given to such term in the form of the Amended Credit Agreement set out in Schedule 3.


 


Party
means each of the parties to this Amendment.


 


	1.3	Third party rights



 


Other than KfW and Finnvera
in respect of the rights of each of KfW and Finnvera under the Loan Documents, unless expressly provided to the contrary in a
Loan Document, no term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who
is not a Party.


 


	1.4	Designation



 


Each of the Parties designates
this Amendment as a Loan Document.


 


	2	Amendment of the
                                         Existing Credit Agreement



 


In consideration of the mutual
covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree that, subject to the satisfaction of the conditions precedent set forth in clause 3:


 


		(a)	the Existing Credit Agreement (but
                                         without all its Exhibits which, unless otherwise replaced pursuant to paragraph (b) below,
                                         shall remain in the same form and continue to form part of the Existing Credit Agreement)
                                         is hereby amended on the Amendment Effective Date so as to read in accordance with the
                                         form of the amended and restated credit agreement set out in Schedule 3, which will,
                                         together with the Exhibits to the Existing Credit Agreement, continue



 






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to be binding upon
                                         each of the Parties hereto in accordance with its terms as so amended and restated; and


 


		(b)	Exhibit B to Exhibit D
                                         hereto shall be attached to the Amended Credit Agreement as new Exhibit R to Exhibit T
                                         thereto, Exhibit A hereto shall replace the Pricing Grid set out in Exhibit D
                                         thereto and Exhibit E hereto shall replace the Form of Option A Refinancing
                                         Agreement set out in Exhibit I thereto.



 


	3	Conditions of effectiveness
                                         of Amended Credit Agreement



 


	3.1	The Amended Credit Agreement shall become effective in accordance
                                 with the terms of this Amendment on the date (the Amendment Effective Date) upon which
                                 each of the following conditions has been satisfied to the reasonable satisfaction of the Facility
                                 Agent:



 


		(a)	the Facility Agent shall have received
                                         from the Borrower:



 


		(i)	a certificate of its Secretary or
                                         Assistant Secretary as to the incumbency and signatures of those of its officers authorised
                                         to act with respect to this Amendment and as to the truth and completeness of the attached
                                         resolutions of its Board of Directors then in full force and effect authorising the execution,
                                         delivery and performance of this Amendment, and upon which certificate the Lenders may
                                         conclusively rely until the Facility Agent shall have received a further certificate
                                         of the Secretary or Assistant Secretary of the Borrower cancelling or amending such prior
                                         certificate; and



 


		(ii)	a Certificate of Good Standing issued
                                         by the relevant Liberian authorities in respect of the Borrower;



 


		(b)	the Facility Agent shall have received
                                         from each Guarantor a certificate (substantially in the form set out in Schedule 4),
                                         signed by a duly authorised officer of that Guarantor:



 


		(i)	confirming that:



 


		(A)	the relevant Guarantor acknowledges
                                         the amendments to the Existing Credit Agreement contained in this Amendment;



 


		(B)	the relevant Guarantee and each
                                         other Loan Document to which that Guarantor is a party shall remain and continue in full
                                         force and effect notwithstanding the amendment and restatement of the Existing Credit
                                         Agreement;



 


		(C)	the relevant Guarantee shall extend
                                         to any new obligations assumed by the Borrower under the Amended Credit Agreement; and



 


		(D)	continuing to guarantee the amended
                                         obligations of the Borrower does not cause any borrowing, guaranteeing or similar limit
                                         binding on the relevant Guarantor to be exceeded; and



 


		(ii)	evidencing the authority of the
                                         relevant officer to execute that certificate and to provide the confirmations referred
                                         to in paragraph (i) above,



 






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together with such evidence from legal counsel to
                                         the Facility Agent as the Lenders may require as to the continued effectiveness of the
                                         Guarantees relative to the further deferral arrangements;


 


		(c)	the Facility Agent shall have received
                                         a duly executed copy of each Fee Letter;



 


		(d)	the Facility Agent shall have received
                                         evidence that all invoiced expenses of the Facility Agent, KfW, Finnvera and FEC (including
                                         the agreed fees and expenses of counsel to the Facility Agent, KfW, Finnvera and FEC)
                                         required to be paid by the Borrower pursuant to clause 6 below, and all other documented
                                         fees and expenses that the Borrower has otherwise agreed in writing to pay to the Facility
                                         Agent, have been paid or will be paid promptly upon being demanded;



 


		(e)	the Facility Agent shall have received
                                         opinions, addressed to the Facility Agent (and capable of being relied upon by each Lender)
                                         from:



 


		(i)	Watson Farley & Williams
                                         LLP, counsel to the Borrower, as to matters of Liberian law (and being issued in substantially
                                         the same form as the corresponding Liberian legal opinion issued in respect of the Amendment
                                         Agreement); and



 


		(ii)	Stephenson Harwood LLP, counsel
                                         to the Facility Agent as to matters of English law (and being issued in substantially
                                         the same form as the corresponding English legal opinion issued in respect of the Amendment
                                         Agreement),



 


or, where applicable, a written
approval in principle (which can be given by email) by either of the above counsel of the arrangements contemplated by this Amendment
and a confirmation that a formal opinion will follow promptly after the Amendment Effective Date;


 


		(f)	final approval of the Framework
                                         by each of Hermes and Finnvera (the latter as reflected, and subject to the modifications
                                         contained in, the consent letter dated 4 February 2021 issued by Finnvera in favour
                                         of the Borrower);



 


		(g)	evidence that the Borrower has
                                         submitted the Framework Information Package to each of Hermes and Finnvera;



 


		(h)	the representations and warranties
                                         set out in clause 4 are true and correct in all material respects (except for such representations
                                         and warranties that are qualified by materiality or non-existence of a Material Adverse
                                         Effect (which shall be accurate in all respects)) as of the Amendment Effective Date;



 


		(i)	no Event of Default or Prepayment
                                         Event shall have occurred and be continuing or would result from the amendment of the
                                         Existing Credit Agreement pursuant to this Amendment;



 


		(j)	the Borrower shall, as required
                                         pursuant to clause 5, have provided a letter to the Facility Agent which confirms that
                                         RCL Cruises Ltd. has accepted its appointment as process agent in respect of this Amendment;



 


		(k)	the Facility Agent shall have received
                                         a letter from the Borrower, signed by its Chief Financial Officer, containing a commitment
                                         to publish on an annual basis until the Guarantee Release Date, a publicly available
                                         environmental plan that includes (i) an annual measure (in 



 



    4 


    


    

 


accordance with other
                                         public methodology, including IMO methodology) of the greenhouse gas emissions of the
                                         Borrower and its Subsidiaries (including the emissions of their respective vessels) for
                                         the two years preceding the date of the relevant publication and (ii) the Borrower’s
                                         strategy to reduce the group’s greenhouse emissions, including details of specific
                                         measures implemented (or to be implemented) in order to achieve such reduction;


 


		(l)	the Facility Agent shall have received
                                         an executed copy of the amendment agreement relevant to this Amendment to each of (i) the
                                         Finnvera Guarantee, entered into between Finnvera, the Guarantee Holder and FEC and (ii) the
                                         FEC Supplemental Assignment Agreement, entered into between (among others) the Transferring
                                         Lenders and FEC; and



 


		(m)	the Facility Agent shall have received
                                         an executed copy of a consent and confirmation letter in respect of the Residual Risk
                                         Guarantee, entered into between the Residual Risk Guarantor and Finnvera,



 


It being acknowledged by the
Facility Agent that the condition referred to in paragraph (k) has, at the date of this Amendment, been satisfied.


 


	3.2	The Facility Agent shall notify the Lenders and the Borrower
                                 of the Amendment Effective Date by way of a confirmation in the form set out in Schedule 2 and
                                 such confirmation shall be conclusive and binding.



 


	4	Representations
                                         and Warranties



 


		(a)	Each
                                         of the representations and warranties in:



 


		(i)	Article VI
                                         of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement);
                                         and



 


		(ii)	clause 4(b) of the Amendment
                                         Agreement,



 


are deemed to be made by the Borrower
on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such
representation and warranty was a reference to this Amendment, each officer certificate referred in clause 3(b), and as if the
Amended Credit Agreement was effective at the time of each such repetition.


 


		(b)	In addition to the representations
                                         and warranties referred to in paragraph (a) above, the Borrower:



 


		(i)	represents and warrants to the Facility
                                         Agent and each Lender that it is the Borrower’s intention for the terms of this
                                         Amendment and the amendments to be incorporated into the Existing Credit Agreement pursuant
                                         to this Amendment to be substantially the same terms and amendments as those set out
                                         or to be set out in an amendment agreement in respect of each other ECA Financing in
                                         existence as at the date of this Amendment; and



 


		(ii)	covenants and undertakes with the
                                         Facility Agent that it shall, on or before the Amendment Effective Date, or as soon as
                                         reasonably practicable thereafter enter into an amendment agreement (with such amendments
                                         being on substantially the same



 






    5 


    


    

 


 terms as those set out in this Amendment and the Amended
                                         Credit Agreement (as applicable)) to the finance documents in respect of each other ECA
                                         Financing in existence as at the date of this Amendment in order to substantially reflect
                                         the amendments set out in the Amended Credit Agreement.


 


	5	Incorporation of
                                         Terms



 


The provisions of Section 11.2
(Notices), Section 11.6 (Severability) and Subsections 11.18.2 (Jurisdiction), 11.18.3 (Alternative
Jurisdiction) and 11.18.4 (Service of Process) of the Existing Credit Agreement shall be incorporated into this Amendment
as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references
to this Amendment and references to each Party are references to each Party to this Amendment.


 


	6	Fees, Costs and
                                         Expenses



 


	6.1	The Borrower shall pay to the Facility Agent (for its own account
                                 and for the account of the Lenders (as applicable)) the fees in the amounts and at the times
                                 agreed in the Fee Letters.



 


	6.2	The payment of the above fees shall be made free and clear of
                                 any deduction, restriction or withholding and in immediately available freely transferable cleared
                                 funds to such account(s) as the Facility Agent shall notify the Borrower of in advance or,
                                 where applicable, in the relevant Fee Letter.



 


	6.3	The Borrower agrees to pay on demand all reasonable out-of-pocket
                                 costs and expenses of:



 


		(a)	the Facility Agent, KfW, Finnvera
                                         and FEC in connection with the preparation, execution, delivery and administration, modification
                                         and amendment of this Amendment and the documents to be delivered hereunder or thereunder;
                                         and



 


		(b)	KfW, FEC and Finnvera and any Lender
                                         in connection with the preparation, execution, delivery and administration, modification
                                         and amendment of (i) any Option A Refinancing Agreement, in the case of KfW and
                                         (ii) any security or other documents executed or to be executed and delivered, in
                                         all other cases, as a consequence of the parties entering into this Amendment and any
                                         other documents to be delivered under this Amendment,



 


(including the reasonable and
documented fees and expenses of counsel for the Facility Agent, KfW, FEC and Finnvera with respect hereto and thereto as agreed
with the Facility Agent, KfW, FEC and Finnvera) in accordance with the terms of Section 11.3 (Payment of Costs and Expenses)
of the Existing Credit Agreement and as if references in that section to the Facility Agent are references to the Facility Agent,
KfW, FEC and Finnvera.


 


	7	Counterparts


 


This Amendment may be executed
in any number of counterparts and by the different Parties on separate counterparts, each of which when so executed and delivered
shall be an original but all counterparts shall together constitute one and the same instrument. The Parties acknowledge and agree
that they may execute this Amendment and any variation or amendment to the same, by electronic instrument. The Parties agree that
the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic
signature on this


 






    6 


    


    

 


 Amendment shall have the same validity and legal effect as the use of a signature affixed by hand and is made
with the intention of authenticating this Amendment, and evidencing the Parties’ intention to be bound by the terms and
conditions contained herein. For the purposes of using an electronic signature, the Parties authorise each other to conduct the
lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.


 


	8	Governing Law



 


This Amendment, and all non-contractual
obligations arising in connection with it, shall be governed by and construed in accordance with English law.


 


The Parties have executed this Amendment
the day and year first before written.


 






    7 


    


    

 


Schedule 1

Finance Parties


 


Facility Agent


 


KfW IPEX-Bank GmbH


 


Hermes Agent


 


KfW IPEX-Bank GmbH


 


Mandated Lead Arranger


 


KfW IPEX-Bank GmbH


 


Lenders


 


Finnish Export Credit Ltd


 


KfW IPEX - Bank GmbH


 






    8 


    


    

 


Schedule 2

Form of Amendment Effective Date confirmation – Hull 1402


 


	To:	Royal Caribbean Cruises Ltd.



 


	To:	KfW



 


"ICON 3" (Hull 1402)


 


We,
KfW IPEX-Bank GmbH, refer to amendment no. 2 dated [l]
2021 (the Amendment) relating to a credit agreement dated as of 18 December 2019 (as previously amended, supplemented
and/or restated from time to time) (the Credit Agreement) made between (among others) the above named Royal Caribbean
Cruises Ltd. as the Borrower, the financial institutions listed in it as the Lenders and ourselves as the Hermes Agent and
the Facility Agent in respect of a loan to the Borrower from the Lenders of up to the US Dollar Maximum Loan Amount (as defined
in the Credit Agreement).


 


We hereby confirm that all conditions
precedent referred to in clause 3.1 of the Amendment have been satisfied. In accordance with clause 3 of the Amendment, the Amendment
Effective Date is the date of this confirmation and the amendment and restatement of the Credit Agreement in accordance with the
Amendment is now effective.


 


	Dated:	2021



 


	Signed:	_____________________________	 



For and on behalf of

KfW IPEX-Bank GmbH

(as Facility Agent)


 






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Schedule 3

Amended and Restated Credit Agreement


 






    10 


    


    

 


Execution Version


 


_________________________________________


 


AMENDED AND RESTATED


_______________________________________


 


ICON 3 HULL NO. 1402 CREDIT AGREEMENT


_________________________________________


 


Dated December 18, 2019


 


as amended on May 11, 2020


 


as amended on July 31, 2020


 


and as further amended and restated pursuant
to an agreement dated February 15, 2021


 


and further amended and restated on 18
March        , 2021


 


BETWEEN


 


Royal Caribbean Cruises Ltd.

as Borrower


 


The Lenders and Residual Risk Guarantors
from time to time party hereto


 


KfW IPEX-Bank GmbH

as Facility Agent, CIRR Agent and Documentation Agent


 


KfW IPEX-Bank GmbH

as Hermes Agent


 


KfW IPEX-Bank GmbH

as Initial Mandated Lead Arranger

and Sole Bookrunner


 






     


    


    

 


TABLE OF CONTENTS


 


PAGE


 


	Article I
    DEFINITIONS AND ACCOUNTING TERMS	 
	 	 
	Section 1.1.
    Defined Terms	2
	 	 
	Section 1.2.
    Use of Defined Terms	40
	 	 
	Section 1.3.
    Cross-References	40
	 	 
	Section 1.4.
    Accounting and Financial Determinations	40
	 	 
	Section 1.5.
    Application of this Agreement to KfW IPEX
    as an Option A Lender	41
	 	 
	Section 1.6.
    Contractual Recognition of Bail-In	41
	 	 
	Article II
    COMMITMENTS AND BORROWING PROCEDURES	 
	 	 
	Section 2.1.
    Commitment	43
	 	 
	Section 2.1.1.
    Commitment of FEC Lenders	43
	 	 
	Section 2.1.2.
    Commitment of Hermes Lenders	43
	 	 
	Section 2.1.3.
    Commitment of Finnvera Balancing Lenders	43
	 	 
	Section 2.1.4.
    Commitment Termination Date	43
	 	 
	Section 2.1.5.
    Defaulting Lender	44
	 	 
	Section 2.1.6.
    Reductions, increases and cancellations	44
	 	 
	Section 2.2.
    Voluntary Reduction of Commitments	44
	 	 
	Section 2.3.
    Notification of Hermes Documentary Requirements	46
	 	 
	Section 2.4.
    Adjustment of Hermes Commitment Amount and
    Finnvera Balancing Commitment Amount	46
	 	 
	Section 2.5.
    Borrowing Procedure	47
	 	 
	Section 2.6.
    Funding	49
	 	 
	Article III
    REPAYMENTS, PREPAYMENTS, INTEREST AND FEES	 
	 	 
	Section 3.1.
    Repayments and prepayment consequent upon
    reduction in Contract Price	50



 






     


    


    

 


	Section 3.2.
    Prepayment	50
	 	 
	Section 3.2.1.
    Voluntary Prepayment	50
	 	 
	Section 3.2.2.
    Illegality	51
	 	 
	Section 3.2.3.
    Prepayment requirements	52
	 	 
	Section 3.3.
    Interest Provisions	52
	 	 
	Section 3.3.1.
    Rates	53
	 	 
	Section 3.3.2.
    Conversion to Floating Rate	54
	 	 
	Section 3.3.3.
    FEC Conversion	55
	 	 
	Section 3.3.4.
    Post-Maturity Rates	57
	 	 
	Section 3.3.5.
    Payment Dates	58
	 	 
	Section 3.3.6.
    Interest Rate Determination; Replacement
    Reference Banks	58
	 	 
	Section 3.4.
    Commitment Fees	59
	 	 
	Section 3.5.
    Fees	59
	 	 
	Section 3.5.1.
    Participation Fee	59
	 	 
	Section 3.5.2.
    Agency Fee	59
	 	 
	Section 3.5.3.
    Finnvera Premium and Finnvera Balancing Premium	59
	 	 
	Section 3.5.4.
    Residual Risk Guarantee Fee	59
	 	 
	Section 3.5.5.
    Finnvera Handling Fee	59
	 	 
	Section 3.6.
    CIRR Guarantee Charge	59
	 	 
	Section 3.7.
    Other Fees	60
	 	 
	Section 3.8.
    Limit on Interest Make-Up	60
	 	 
	Section 3.9.
    Cancellation of KfW CIRR Agreements	60
	 	 
	Article IV
    CERTAIN LIBO RATE AND OTHER PROVISIONS	 
	 	 
	Section 4.1.
    LIBO Rate Lending Unlawful	60
	 	 
	Section 4.2.
    Screen Rate or Deposits Unavailable	61



 






     


    


    

 


	Section 4.3.
    Increased LIBO Rate Loan Costs, etc.	62
	 	 
	Section 4.4.
    Funding Losses Event and Defaulting Finance
    Party Break Costs	63
	 	 
	Section 4.4.1.
    Indemnity	63
	 	 
	Section 4.5.
    Increased Capital Costs	68
	 	 
	Section 4.6.
    Taxes	69
	 	 
	Section 4.7.
    Payments, Computations, etc.	71
	 	 
	Section 4.8.
    Replacement Lenders, etc.	72
	 	 
	Section 4.9.
    Sharing of Payments	73
	 	 
	Section 4.9.1.
    Payments to Lenders	73
	 	 
	Section 4.9.2.
    Redistribution of payments	73
	 	 
	Section 4.9.3.
    Recovering Lender's rights	73
	 	 
	Section 4.9.4.
    Reversal of redistribution	74
	 	 
	Section 4.9.5.
    Exceptions	74
	 	 
	Section 4.10.
    Set-off	74
	 	 
	Section 4.11.
    Use of Proceeds	75
	 	 
	Section 4.12.
    FATCA Deduction	75
	 	 
	Section 4.13.
    FATCA Information	76
	 	 
	Section 4.14.
    Resignation of the Facility Agent	77
	 	 
	Article V
    CONDITIONS TO BORROWING	 
	 	 
	Section 5.1.
    Advance of the Loan	78
	 	 
	Section 5.1.1.
    Resolutions, etc.	78
	 	 
	Section 5.1.2.
    Opinions of Counsel	78
	 	 
	Section 5.1.3.
    Finnvera Guarantee and Hermes Insurance Policy	79
	 	 
	Section 5.1.4.
    Closing Fees, Expenses, etc.	80
	 	 
	Section 5.1.5.
    Compliance with Warranties, No Default, etc.	80



 






     


    


    

 


	Section 5.1.6.
    Loan Request	80
	 	 
	Section 5.1.7.
    Foreign Exchange Counterparty Confirmations	81
	 	 
	Section 5.1.8.
    Pledge Agreement	81
	 	 
	Section 5.1.9.
    FEC Financing Documents	81
	 	 
	Article VI
    REPRESENTATIONS AND WARRANTIES	 
	 	 
	Section 6.1.
    Organisation, etc.	82
	 	 
	Section 6.2.
    Due Authorisation, Non-Contravention, etc.	82
	 	 
	Section 6.3.
    Government Approval, Regulation, etc.	82
	 	 
	Section 6.4.
    Compliance with Laws	83
	 	 
	Section 6.5.
    Validity, etc.	83
	 	 
	Section 6.6.
    No Default, Event of Default or Prepayment
    Event	83
	 	 
	Section 6.7.
    Litigation	83
	 	 
	Section 6.8.
    The Purchased Vessel	83
	 	 
	Section 6.9.
    Obligations rank pari passu	84
	 	 
	Section 6.10.
    Withholding, etc.	84
	 	 
	Section 6.11.
    No Filing, etc. Required	84
	 	 
	Section 6.12.
    No Immunity	84
	 	 
	Section 6.13.
    Investment Company Act	84
	 	 
	Section 6.14.
    Regulation U	85
	 	 
	Section 6.15.
    Accuracy of Information	85
	 	 
	Article VII
    COVENANTS	 
	 	 
	Section 7.1.
    Affirmative Covenants	85
	 	 
	Section 7.1.1.
    Financial Information, Reports, Notices,
    Poseidon Principles etc.	85
	 	 
	Section 7.1.2.
    Approvals and Other Consents	88
	 	 
	Section 7.1.3.
    Compliance with Laws, etc.	88



 






     


    


    

 


	Section 7.1.4.
    The Purchased Vessel	89
	 	 
	Section 7.1.5.
    Insurance	90
	 	 
	Section 7.1.6.
    Books and Records	90
	 	 
	Section 7.1.7.
    Finnish Authority and Hermes Requests	90
	 	 
	Section 7.1.8.
    Further assurances in respect of the Framework.	91
	 	 
	Section 7.1.9.
    Equal treatment with Pari Passu Creditors.	92
	 	 
	Section 7.1.10.
    Performance of shipbuilding contract obligations.	93
	 	 
	Section 7.1.11.
    Notice of written amendments to Construction
    Contract	93
	 	 
	Section 7.1.12.
    Hedging Activities	93
	 	 
	Section 7.2.
    Negative Covenants	93
	 	 
	Section 7.2.1.
    Business Activities	94
	 	 
	Section 7.2.2.
    Indebtedness	94
	 	 
	Section 7.2.3.
    Liens	94
	 	 
	Section 7.2.4.
    Financial Condition	97
	 	 
	Section 7.2.5.
    Additional Undertakings	98
	 	 
	Section 7.2.6.
    Consolidation, Merger, etc.	105
	 	 
	Section 7.2.7.
    Asset Dispositions, etc.	107
	 	 
	Section 7.2.8.
    Construction Contract	107
	 	 
	Section 7.3.
    Covenant Replacement	109
	 	 
	Section 7.4.
    Borrower's Procurement Undertaking	109
	 	 
	Section 7.5.
    Limitation in respect of Certain Representations,
    Warranties and Covenants	109
	 	 
	Article VIII
    EVENTS OF DEFAULT	 
	 	 
	Section 8.1.
    Listing of Events of Default	109
	 	 
	Section 8.1.1.
    Non-Payment of Obligations	109
	 	 
	Section 8.1.2.
    Breach of Warranty	110



 






     


    


    

 


	Section 8.1.3.
    Non-Performance of Certain Covenants and
    Obligations	110
	 	 
	Section 8.1.4.
    Default on Other Indebtedness	110
	 	 
	Section 8.1.5.
    Bankruptcy, Insolvency, etc.	111
	 	 
	Section 8.2.
    Action if Bankruptcy	112
	 	 
	Section 8.3.
    Action if Other Event of Default	112
	 	 
	Article IX
    PREPAYMENT EVENTS	 
	 	 
	Section 9.1.
    Listing of Prepayment Events	113
	 	 
	Section 9.1.1.
    Change of Control	113
	 	 
	Section 9.1.2.
    Unenforceability	113
	 	 
	Section 9.1.3.
    Approvals	113
	 	 
	Section 9.1.4.
    Non-Performance of Certain Covenants and
    Obligations	113
	 	 
	Section 9.1.5.
    Judgments	113
	 	 
	Section 9.1.6.
    Condemnation, etc.	114
	 	 
	Section 9.1.7.
    Arrest	114
	 	 
	Section 9.1.8.
    Sale/Disposal of the Purchased Vessel	114
	 	 
	Section 9.1.9.
    Termination of the Construction Contract	114
	 	 
	Section 9.1.10.
    FEC Reassignment and Termination, etc.
    of the Finnvera Guarantee, the Hermes Insurance Policy or the Second Finnvera Guarantee	114
	 	 
	Section 9.1.11.
    Illegality	117
	 	 
	Section 9.1.12.
    Framework Prohibited Events	117
	 	 
	Section 9.1.13.
    Principles and Framework	118
	 	 
	Section 9.2.
    Mandatory Prepayment	118
	 	 
	Section 9.3.
    Mitigation	119
	 	 
	Article X
    THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS	 
	 	 
	Section 10.1.
    Actions	120



 






     


    


    

 


	Section 10.2.
    Indemnity	120
	 	 
	Section 10.3.
    Funding Reliance, etc.	120
	 	 
	Section 10.4.
    Exculpation	121
	 	 
	Section 10.5.
    Successor	121
	 	 
	Section 10.6.
    Loans by the Facility Agent	122
	 	 
	Section 10.7.
    Credit Decisions	123
	 	 
	Section 10.8.
    Copies, etc.	123
	 	 
	Section 10.9.
    The Agents' Rights	123
	 	 
	Section 10.10.
    The Facility Agent's Duties	124
	 	 
	Section 10.11.
    Employment of Agents	124
	 	 
	Section 10.12.
    Distribution of Payments	124
	 	 
	Section 10.13.
    Reimbursement	125
	 	 
	Section 10.14.
    Instructions	125
	 	 
	Section 10.15.
    Payments	125
	 	 
	Section 10.16.
    "Know your customer" Checks	126
	 	 
	Section 10.17.
    No Fiduciary Relationship	126
	 	 
	Section 10.18.
    Initial Mandated Lead Arranger	126
	 	 
	Article XI
    MISCELLANEOUS PROVISIONS	 
	 	 
	Section 11.1.
    Waivers, Amendments, etc.	126
	 	 
	Section 11.2.
    Notices	128
	 	 
	Section 11.3.
    Payment of Costs and Expenses	129
	 	 
	Section 11.4.
    Indemnification	130
	 	 
	Section 11.5.
    Survival	131
	 	 
	Section 11.6.
    Severability; Independence of Obligations	131
	 	 
	Section 11.7.
    Headings	132



 






     


    


    

 


	Section 11.8.
    Execution in Counterparts	132
	 	 
	Section 11.9.
    Third Party Rights	132
	 	 
	Section 11.10.
    Successors and Assigns	132
	 	 
	Section 11.11.
    Sale and Transfer of the Loan; Participations
    in the Loan	133
	 	 
	Section 11.11.1.
    Assignments and transfers	133
	 	 
	Section 11.11.2.
    Participations	137
	 	 
	Section 11.11.3.
    Register	138
	 	 
	Section 11.11.4.
    Accession of Residual Risk Guarantors	138
	 	 
	Section 11.12.
    Other Transactions	138
	 	 
	Section 11.13.
    Hermes Insurance Policy	138
	 	 
	Section 11.13.1.
    Terms of Hermes Insurance Policy	138
	 	 
	Section 11.13.2.
    Obligations of the Borrower	140
	 	 
	Section 11.13.3.
    Obligations of the Hermes Agent and the Lenders	140
	 	 
	Section 11.14.
    Finnvera and FEC	141
	 	 
	Section 11.14.1.
    Finnvera Guarantee and Second Finnvera Guarantee	141
	 	 
	Section 11.14.2.
    Facility Agent, Guarantee Holder and Finnvera
    dealings	142
	 	 
	Section 11.15.
    FEC Transfer Documents	143
	 	 
	Section 11.16.
    Application of proceeds under the Finnvera
    Guarantee, the Second Finnvera Guarantee and the Hermes Insurance Policy	144
	 	 
	Section 11.17.
    Waiver of immunity	144
	 	 
	Section 11.18.
    Law and Jurisdiction	145
	 	 
	Section 11.18.1.
    Governing Law	145
	 	 
	Section 11.18.2.
    Jurisdiction	145
	 	 
	Section 11.18.3.
    Alternative Jurisdiction	145
	 	 
	Section 11.18.4.
    Service of Process	145
	 	 
	Section 11.19.
    Confidentiality	145



 






     


    


    

 


	Section 11.20.
    Mitigation	146
	 	 
	Section 11.21.
    CIRR requirements	147
	 	 
	Section 11.22.
    Modification and/or discontinuation of benchmarks	148



 


	EXHIBIT A-1	Commitments
    of the Initial Lender
	 	 
	EXHIBIT A-2	Form of Loan
    Request (FEC Loan)
	 	 
	EXHIBIT A-3	Form of Loan
    Request (Hermes Loan and if applicable Finnvera Balancing Loan)
	 	 
	EXHIBIT B-1	Form of Opinion
    of Liberian Counsel to Borrower
	 	 
	EXHIBIT B-2	Form of Opinion
    of English Counsel to Facility Agent
	 	 
	EXHIBIT B-3	Form of Opinion
    of US Tax Counsel to Facility Agent and Lenders
	 	 
	EXHIBIT B-4	Form of Opinion
    of Finnish Counsel to Facility Agent for Lenders
	 	 
	EXHIBIT C	Form of Lender
    Assignment Agreement
	 	 
	EXHIBIT D	Finnvera Premium
    and Finnvera Balancing Premium Pricing Grid for FEC Loan/Finnvera Balancing Loan
	 	 
	EXHIBIT E	Form of Pledge
    Agreement
	 	 
	EXHIBIT F-1	Form of FEC
    Transfer Certificate
	 	 
	EXHIBIT F-2	Form of Transfer
    Certificate
	 	 
	EXHIBIT G-1	Form of FEC
    Supplemental Assignment Agreement
	 	 
	EXHIBIT G-2	Form of Finnvera
    Guarantee Assignment Agreement
	 	 
	EXHIBIT H-1	Form of Finnvera
    Guarantee
	 	 
	EXHIBIT H-2	Form of Second
    Finnvera Guarantee
	 	 
	EXHIBIT I	Form of Option
    A Refinancing Agreement
	 	 
	EXHIBIT J	Indebtedness of
    Silversea Cruise Holding Ltd. and its subsidiaries
	 	 
	EXHIBIT K	Principles
	 	 
	EXHIBIT L	Form of Information
    Package







     


    


    

 


	EXHIBIT M	Form of
    First Priority Guarantee
	 	 
	EXHIBIT N	Form of Second
    Priority Guarantee
	 	 
	EXHIBIT O	Form of Third
    Priority Guarantee
	 	 
	EXHIBIT P	Form of Senior
    Parties Subordination Agreement
	 	 
	EXHIBIT Q	Form of Other
    Senior Parties Subordination Agreement
	 	 
	EXHIBIT R	Framework
	 	 
	EXHIBIT S	Debt Deferral Extension
    Regular Monitoring Requirements
	 	 
	EXHIBIT T	Replacement Covenants with Effect from the Guarantee
    Release Date



 






     


    


    

 



 


AMENDED AND RESTATED CREDIT AGREEMENT


 


ICON
3 HULL NO. 1402 CREDIT AGREEMENT, dated December 18, 2019 (the "Effective Date"), as amended on May 11,
2020 and July 31, 2020, as further amended and restated pursuant to an agreement dated February 15, 2021 and as further
amended and restated on 18 March        , 2021 among:


 


		(1)	Royal Caribbean Cruises Ltd., a Liberian corporation (the "Borrower");



 


		(2)	KfW IPEX-Bank GmbH, in its capacity as
facility agent, CIRR agent and documentation agent (in such capacities, the "Facility Agent");



 


		(3)	KfW IPEX-Bank GmbH as Hermes agent (in that capacity the "Hermes Agent");



 


		(4)	KfW IPEX-Bank GmbH as initial mandated lead arranger (in that capacity the "Initial Mandated
Lead Arranger") and as sole bookrunner (in that capacity the "Bookrunner");



 


		(5)	KfW IPEX-Bank GmbH ("KfW IPEX") as initial FEC lender (in that capacity the "Initial
FEC Lender"), KfW IPEX as initial Hermes lender (in that capacity the "Initial Hermes Lender") and KfW
IPEX as initial Finnvera Balancing Lender (in that capacity the "Initial Finnvera Balancing Lender" and together
with the Initial FEC Lender, the Initial Hermes Lender, and each other Person that shall become a "Lender" in
accordance with Section 11.11.1 hereof, each, individually, a "Lender" and, collectively, the "Lenders");
and



 


		(6)	KfW IPEX as initial residual risk guarantor (in that capacity the "Initial Residual Risk
Guarantor").



 


W I T N E S S E T H


 


WHEREAS:


 


		(A)	The Borrower and Meyer Turku Oy, Finland (the "Finnish Builder") have on 28 June 2019
entered into a Contract for the Construction and Sale of ICON 3 Hull No. 1402 (as amended from time to time, the "Construction
Contract") pursuant to which the Finnish Builder has agreed to design, construct, equip, complete, sell and deliver the
passenger cruise vessel bearing builder's ICON 3 hull number 1402 (the "Purchased Vessel") and in order to assist
the Finnish Builder in fulfilling its obligations towards the Borrower under the Construction Contract, Meyer Werft GmbH &
Co. KG, Papenburg, Germany and/or Neptun Werft GmbH & Co. KG, Rostock, Germany (each the "German Builder"
and together with the Finnish Builder, the "Builder") have or will deliver some components for the Purchased Vessel;



 


		(B)	The Lenders have agreed to make available to the Borrower, upon the terms and conditions contained
herein, a US dollar loan facility calculated on the amount (the "US Dollar Maximum Loan Amount") equal to:



 






    Page 1


     


    

 


(a) the US Dollar Equivalent
of eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel, as adjusted from time to time in accordance
with the Construction Contract to reflect, among other adjustments, Change Orders (as defined below) agreed pursuant to Article V
of the Construction Contract (but which Contract Price shall not exceed for this purpose EUR1,715,000,000), plus


 


(b) the US Dollar equivalent
of 100% of the Finnvera Premium and, if applicable, 100% of the Finnvera Balancing Premium, plus


 


(c) the US Dollar Equivalent
of 100% of the Hermes Fee;


 


		(C)	The parties hereto have previously amended this Agreement pursuant to that certain amendment letter,
dated May 11, 2020 (the “Amendment Letter”);



 


		(D)	In consideration of the Lenders agreeing to extend the Financial Covenant Waiver Period on the
basis set forth herein, the Borrower has agreed to procure the execution of the Guarantees and to make certain amendments to this
Agreement to reflect the existence of such Guarantees;



 


		(E)	The parties hereto have previously amended this Agreement pursuant to an amendment agreement, dated
February 15, 2021 (the "Amendment Number One") and pursuant to which the Borrower agreed to procure the execution
of the Guarantees and to make certain other amendments to this Agreement to reflect the existence of such Guarantees; and



 


		(F)	Pursuant to an amendment agreement, dated 18 March ,2021 (the "Amendment Number Two"),
and upon satisfaction of the conditions set forth therein, this Agreement is being amended and restated in the form of this Agreement.



 


NOW, THEREFORE, the parties hereto agree
as follows:


 


Article I


DEFINITIONS
AND ACCOUNTING TERMS


 


Section 1.1.
Defined Terms


 


The following terms
(whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, when capitalised, except
where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural
forms thereof):


 


"Accumulated
Other Comprehensive Income (Loss)" means at any date the Borrower's accumulated other comprehensive income (loss) on such
date, determined in accordance with GAAP.


 


"Actual Delivery
Date" means the date on which the Purchased Vessel is delivered by the Builder to, and accepted by, the Borrower under
the Construction Contract.


 






    Page 2


     


    

 


"Actual German
Content Component" means, at any time, the amount of the German Construction Contract Component which is confirmed and
notified by the Builder to the Facility Agent and the Borrower pursuant to Section 2.4(a) or Section 2.4(b).


  


"Additional
FEC Transfer Documents" means in relation to any Assignee Lender or Transferee Lender (other than FEC) any documents required
by FEC or Finnvera (in form and substance satisfactory to FEC and Finnvera) to evidence that any such Assignee Lender or Transferee
Lender has acceded to the FEC Supplemental Assignment Agreement and/or has become bound by its terms as though it were a party
thereto in place of the transferor Lender assigning or transferring its share of the Loan or Commitment (as the case may be).


 


"Additional
Guarantee" means a guarantee of the Obligations provided by a New Guarantor in a form and substance substantially the
same as the other Guarantees (reflecting any necessary logical and factual changes), with such changes, or otherwise in form and
substance, reasonably satisfactory to each of the Agents.


 


"Additional
Subordination Agreement" means any subordination agreement with respect to the Second Priority Guarantee or the Third
Priority Guarantee, as applicable, in a form and substance substantially the same as the other Subordination Agreements (reflecting
any necessary logical and factual changes), with such changes, or otherwise in form and substance, reasonably satisfactory to each
of the Agents and the beneficiaries of any Indebtedness incurred by the relevant Guarantor, as applicable.


 


"Adjustable
Amount" means, as of any time of determination, $500,000,000; provided if the aggregate amount of New Capital is
equal to or greater than $500,000,000, then the Adjustable Amount shall be $350,000,000.


 


"Adjusted Cash
Balance" means, as of any date (the "Measurement Date"), the aggregate amount of unrestricted cash and
Cash Equivalents of the Borrower and its Subsidiaries as determined in accordance with GAAP plus (a) any amounts available
to be drawn by the Borrower and/or any of its Subsidiaries under committed but undrawn term loan or revolving credit facility agreements
(excluding any amounts available under agreements where the proceeds are only intended to be used to fund the purchase of new Vessels)
and less (b) the sum of (i) any scheduled payments of principal or interest (but for the purposes of anticipating any
interest liabilities, the interest rate of any floating rate debt shall be determined based on reference rates then in effect at
the Measurement Date) in respect of debt during the period commencing on the Measurement Date and ending on the date that is six
months thereafter, (ii) any customer deposits held by the Borrower or its Subsidiaries for cruises that are scheduled to commence
within three months of the Measurement Date and (iii) any planned Non-Financed Capex during the period commencing on the Measurement
Date and ending on the date that is six months thereafter.


 


"Adjusted
EBITDA after Interest" means, for any Last Reported Fiscal Quarter, the Borrower's EBITDA for such period, excluding
those items, if any, that the Borrower has excluded in determining "Adjusted Net Income" for such period as disclosed
in the Borrower's annual report on 10-K or quarterly report on 10-Q, as applicable, for such Last Reported Fiscal


 






    Page 3


     


    

 


Quarter,
as evidenced pursuant to the relevant certificate to be submitted by the Borrower pursuant to Section 7.1.1(m).


 


"Affected Commitments"
is defined in Section 3.2.2(a).


 


"Affected Lender"
is defined in Section 9.2.


 


"Affected Loan"
is defined in Section 3.2.2(a).


 


"Affiliate"
of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with
such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly
or indirectly, power to direct or cause the direction of the management and policies of such Person whether through the ownership
of voting securities, by contract or otherwise.


 


"Agent"
means either the Hermes Agent or the Facility Agent and "Agents" means both of them.


 


"Agreement"
means, on any date, this credit agreement as originally in effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such date.


 


"Alternative
Screen Rate" has the meaning given to such term in Section 4.2.


 


"Amendment
Letter" is defined in the preamble.


 


"Amendment
Number One" is defined in the preamble.


 


"Amendment
Number Two" is defined in the preamble.


 


"Annex
VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International
Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.


 


"Anti-Corruption
Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from
time to time concerning or relating to bribery or corruption.


 


"Applicable
Finnvera Rate" means the percentage specified in the Pricing Grid opposite the Senior Debt Rating as of the Premium Measurement
Date.


 


"Applicable
Jurisdiction" means the jurisdiction or jurisdictions under which the Borrower is organised, domiciled or resident or
from which any of its business activities are conducted or in which any of its properties are located and which has jurisdiction
over the subject matter being addressed.


 


"Application"
means the application by the Finnish Builder for the FEC Financing and the FEC Financing Offer.


 






    Page 4


     


    

 


"Assignee Lender"
is defined in Section 11.11.1(A).


 


"Authorised
Officer" means any of the officers of the Borrower authorised to act with respect to the Loan Documents and whose signatures
and incumbency shall have been certified to the Facility Agent by the Secretary or an Assistant Secretary of the Borrower.


 


"Bank Indebtedness"
means the Borrower's Indebtedness up to a maximum aggregate principal amount of $5,300,000,000 under the following agreements (as
amended, restated, supplemented, extended, refinanced, replaced or otherwise modified from time to time): (a) the USD1,550,000,000
revolving credit facility maturing in 2022 with Nordea Bank AB (publ), New York Branch as agent, (b) the USD1,925,000,000
revolving credit facility maturing in 2024 with The Bank of Nova Scotia as agent, (c) the USD1,000,000,000 term loan maturing
on 5 April 2022 with Bank of America, N.A. as agent, (d) the USD300,000,000 term loan maturing on 7 June 2028 with
Nordea Bank ABP, New York Branch as agent, (e) the USD55,827,065 term loan maturing on 5 December 2022 with Sumitomo
Mitsui Banking Corporation as agent, (f) the €80,000,000 term loan maturing in November 2024 with Skandinaviska
Enskilda Banken AB (publ) as agent, (g) the USD130,000,000 term loan maturing on 2 February 2023 with Industrial and
Commercial Bank of China Limited, New York Branch as agent, (h) that certain guarantee dated 18 July 2016 with SMBC Leasing
and Finance, Inc. as agent in connection with liabilities relating to the "Lease", the "Construction Agency
Agreement", the "Participation Agreement" and any other "Operative Document" (as each term is defined
in such guarantee) and (i) any other agreement (other than in connection with Credit Card Obligations) as to which the Second
Priority Guarantors provide a first priority guarantee package.


 


"Bank
of Nova Scotia Agreement" means the $1,925,000,000 amended and restated credit agreement dated as of April 5.
2019 among the Borrower, as borrower, the various financial institutions as are or shall become parties thereto, as lenders, and
The Bank of Nova Scotia, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.


 


"Benchmark
Successor Rate" is defined in Section 11.22.


 


"Benchmark
Successor Rate Conforming Changes" means, with respect to any proposed Benchmark Successor Rate, any conforming changes
to the definition of Screen Rate, interest period, timing and frequency of determining rates, making payments of interest, yield
protection provisions relating to the cost element of any Floating Rate Loan (including but not limited to any break costs relating
to any early repayment or prepayment of any Floating Rate Loan), fallback (and market disruption) provisions for that Benchmark
Successor Rate and other administrative matters as may be appropriate, in the discretion of the Facility Agent in consultation
with the Borrower, to reflect the adoption of such Benchmark Successor Rate and to permit the administration thereof by the Facility
Agent in a manner substantially consistent with market practice (or, if the Facility Agent determines that adoption of any portion
of such market practice is not administratively feasible or that no market practice for the administration of such Benchmark Successor
Rate exists, in such other manner of administration as the Facility Agent determines is reasonably necessary in connection with
the administration of this Agreement).


 


"Borrower"
is defined in the preamble.


 






    Page 5


     


    

 


"Break Costs"
means the amount (if any) as determined in accordance with Section 4.4.1 which (i) the Borrower may be required to pay
to the Lenders and/or a Fixed Rate Provider under this Agreement following a Funding Losses Event, (ii) a Defaulting Finance
Party is required to pay to FEC pursuant to Section 3.3.3(f) or (iii) a Transferring Lender is required to pay to
FEC pursuant to Section 9.1.10(A)(c).


 


"Builder"
is defined in the preamble.


 


"Business Day"
means any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorised or required to be closed
in New York City, London, Madrid, Helsinki, or Frankfurt am Main, and if the applicable Business Day relates to an advance of all
or part of the Loan, an Interest Period, prepayment or conversion, in each case with respect to the Loan bearing interest by reference
to the LIBO Rate, a day on which dealings in deposits in Dollars are carried on in the London interbank market.


 


"Capital Lease
Obligations" means obligations of the Borrower or any Subsidiary of the Borrower under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalised leases.


 


"Capitalisation"
means, at any date, the sum of (a) Net Debt on such date, plus (b) Stockholders' Equity on such date.


 


"Capitalised
Lease Liabilities" means the principal portion of all monetary obligations of the Borrower or any of its Subsidiaries
under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalised leases, and, for purposes
of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalised amount thereof, determined
in accordance with GAAP.


 


"Cash Equivalents"
means all amounts other than cash that are included in the "cash and cash equivalents" shown on the Borrower's balance
sheet prepared in accordance with GAAP.


 


"Change in
Law" means (a) the adoption after the date of this Agreement of any law, rule or regulation or (b) any
change after the date of this Agreement in any law, rule or regulation or in the interpretation or application thereof by
any governmental authority.


 


"Change of
Control" means an event or series of events by which (a) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
United States Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership"
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an "option right")), directly or indirectly, of 50% or more of the equity securities
of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted
basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent




 


 






    Page 6


     


    

 


governing body of the Borrower cease to
be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause
(i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred
to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body.


 


"Change Order"
has the meaning ascribed to it in Article V of the Construction Contract.


 


"CIRR Guarantee"
means the interest make up guarantee provided by the Federal Republic of Germany to a Lender under section 1 of the Terms and Conditions.


 


"CIRR Rate"
means the FEC CIRR Rate or the KfW CIRR Rate as applicable.


 


"Code"
means the United States Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


"Commitment"
means, with respect to each Lender, such Lender's aggregate FEC Tranche A Commitment, FEC Tranche B Commitment, Hermes Commitment
and Finnvera Balancing Commitment and means, relative to any Lender, such Lender's obligation to make that Commitment available
pursuant to Section 2.1.


 


"Commitment
Fees" shall have the meaning ascribed to it in the relevant Fee Letters.


 


"Commitment
Termination Date" means 8 February 2027.


 


"Construction
Contract" is defined in the preamble.


 


"Construction
Mortgage" means the first ranking shipbuilding mortgage executed or to be executed by the Builder in favour of banks and
financial institutions designated by the Builder to secure loans made or to be made to the Builder to finance the construction
of the Purchased Vessel.


 


"Contract Price"
is as defined in the Construction Contract and includes a lump sum amount in respect of the NYC Allowance.


 


"Contractual
Delivery Date" means, at any time, the date which at such time is the date specified for delivery of the Purchased Vessel
under the Construction Contract, as such date may be modified from time to time pursuant to the terms of the Construction Contract.


 


"Covenant Modification
Date" means the later to occur of (a) the expiry of the Financial Covenant Waiver Period and (b) the date upon
which the financial covenants set out in Section 7.2.4 have been modified in this Agreement in a form and substance satisfactory
to Hermes, Finnvera, the Borrower and the Lenders.


 


"Covered Taxes"
is defined in Section 4.6.


 






    Page 7


     


    

 


"Credit Card
Obligations" means any obligations of the Borrower under credit card processing arrangements or other similar payment
processing arrangements entered into in the ordinary course of business of the Borrower.


 


"Credit Support
Documents" means the FEC Transfer Documents, the Hermes Insurance Policy, the Finnvera Guarantee, the Second Finnvera
Guarantee (if applicable) and each Residual Risk Guarantee.


 


"DDTL Indebtedness"
means the Borrower's Indebtedness (or, if such Indebtedness has not yet been incurred, the commitments by lenders to provide Indebtedness
to the Borrower as of the effectiveness of Amendment Number One) in connection with that certain Commitment Letter, dated as of
August 12, 2020, between the Borrower and MORGAN STANLEY SENIOR FUNDING INC. (as amended, restated, extended, supplemented,
refinanced, replaced or otherwise modified from time to time).


 


"Debt
Deferral Extension Regular Monitoring Requirements" means the general test scheme/reporting package in the form set out
in Exhibit S to this Agreement submitted or to be submitted (as the case may be) by the Borrower in accordance with
Section 7.1.1(j).


 


"Debt Incurrence"
means any incurrence of indebtedness for borrowed money by any Group Member, whether pursuant to a public offering or a Rule 144A
or other private placement of debt securities (and including any secured debt securities (but excluding any unsecured debt securities)
which are convertible into equity securities of the Borrower) or an incurrence of loans under any loan or credit facility, or any
issuance of bonds, other than:


 


		(a)	any indebtedness (but having regard, in respect of any secured and/or guaranteed indebtedness,
to the restrictions set out in Section 7.2.9(b)) incurred by a Group Member between April 1, 2020 and December 31,
2022 (or such later date as may, with the prior consent of Hermes and Finnvera, be agreed between the Borrower and the Lenders)
for the purpose of providing crisis and/or recovery-related funding;



 


		(b)	indebtedness incurred by a Group Member pursuant to an intra-Group loan from another Group Member,
provided that no Group Member shall be permitted to incur any such Indebtedness at any time where an Event of Default or a Prepayment
Event has occurred and is continuing;



 


		(c)	indebtedness incurred to refinance (and for this purpose having regard to the applicable provisions
of Section 7.2.9) a maturity payment under any existing loan or credit facility (including any crisis and/or recovery-related
indebtedness incurred by a Group Member between April 1, 2020 and December 31, 2022) or issued bonds of a Group Member,
provided that:



 


(i)            in
the case of any such refinancing, the amount of such indebtedness being used in connection with that refinancing does not increase
the aggregate principal amount of such indebtedness or the commitments outstanding at the time of that refinancing and is otherwise
incurred on a basis permitted pursuant to this Agreement (including, without limitation, in relation


 






    Page 8


     


    

 


to the provision of any Liens or
guarantees that may be provided to support the relevant refinancing arrangement); and


 


(ii)            in
the case of the refinancing of crisis and/or recovery-related indebtedness of the type referred to above, that refinancing shall
either (A) reduce the interest burden of the Borrower (and for such purposes the interest rate of any floating rate debt shall
be determined based on reference rates then in effect at the time of the new debt incurrence) or (B) replace the existing
secured and/or guaranteed indebtedness with unsecured and unguaranteed debt;


 


		(d)	indebtedness provided by banks or other financial institutions under the Borrower's senior unsecured
revolving credit facilities in an aggregate amount not greater than the commitments thereunder as in effect on February 19,
2021 plus the amount of any existing uncommitted incremental facilities (for example, any unused accordion) on such facilities;



 


		(e)	indebtedness provided by banks or other financial institutions which, as at February 19, 2021,
is committed but yet to be incurred in respect of the DDTL Indebtedness (but, in respect of that DDTL Indebtedness, up to a maximum
amount of $700,000,000 or, where the Borrower has exercised the pre-existing accordion option in respect of that DDTL Indebtedness,
a maximum amount of $1,000,000,000 (but on the basis that, following the exercise of that accordion option, an amount equal to
the additional $300,000,000 or, if the amount of indebtedness incurred under such accordion option is less, the relevant amount
made available under the DDTL Indebtedness shall be included in the overall limit on secured and/or guaranteed indebtedness set
out in Section 7.2.9(b));



 


		(f)	any of the following types of indebtedness in each case incurred in the ordinary course of business
of any Group Member:



 


(i)            the
issuances of commercial paper;


 


(ii)            Capitalized
Lease Liabilities;


 


(iii)            purchase
money indebtedness;


 


(iv)            indebtedness
under overdraft facilities; and


 


(v)            financial
obligations in connection with repurchase agreements and/or securities lending arrangements; and


 


		(g)	vessel financings (including the financing of pre-delivery contract installments, change orders,
owner furnished equipment costs or other such similar arrangements) in respect of vessels for which shipbuilding contracts have
been executed on or prior to April 1, 2020 (provided, however, that a refinancing of a vessel financing shall not be included
in this carve-out (g).



 






    Page 9


     


    

 


There shall be a presumption
that any indebtedness incurred by the Borrower between April 1, 2020 and December 31, 2022 shall be for the purpose of
providing crisis and/or recovery-related funding unless the intended use of proceeds from such indebtedness are specifically identified
to be used for an alternative purpose. In the event there is any question as to whether funding qualifies as "crisis and/or
recovery-related", Hermes, Finnvera, the Facility Agent and the Borrower shall negotiate a resolution in good faith for a
maximum period of fifteen (15) Business Days.


 


"Default"
means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute
an Event of Default.


 


"Defaulting
Finance Party" means the Facility Agent or any Transferring Lender who is liable to pay Break Costs pursuant to Section 3.3.3
(e) or Section 9.1.10(A)(c) as the case may be.


 


"Disbursement
Date" means the date on which the Loan is advanced. When such expression is prefaced by the word "expected",
it shall denote the date on which the Borrower then reasonably expects the Loan to be disbursed based upon the then-scheduled Contractual
Delivery Date of the Purchased Vessel.


 


"Dispose"
means to sell, transfer, license, lease, distribute or otherwise transfer, and "Disposition" shall have a correlative
meaning.


 


"Disruption
Event" means either or both of:


 


		a)	a material disruption to those payment or communications systems or to those financial markets
which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order
for the transactions contemplated by the Loan Documents to be carried out) which disruption is not caused by, and is beyond the
control of, any of the parties; or



 


		b)	the occurrence of any other event which results in a disruption (of a technical or systems-related
nature) to the treasury or payments operations of a party preventing that, or any other, party:



 


		(i)	from performing its payment obligations under the Loan Documents; or



 


		(ii)	from communicating with other parties or in accordance with the terms of the Finance Documents,



 


and which (in either
such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.


 


"Dollar",
"USD" and the sign "$" mean lawful money of the United States.


 


"Dollar Pledged
Account" means the Dollar account referred to in the Pledge Agreement.


 






    Page 10


     


    

 


"Early Warning
Monitoring Period" means the period beginning on the Amendment Effective Date (as defined in Amendment Number Two) and
ending on the last day of two consecutive Fiscal Quarters where the Borrower's Adjusted EBITDA after Interest for each such Fiscal
Quarter is a positive number, as evidenced pursuant to the certificate to be submitted by the Borrower pursuant to Section 7.1.1(m) (and
such day shall be notified to the Borrower by the Facility Agent).


 


"EBITDA"
means, for any Last Reported Fiscal Quarter, the Borrower's consolidated operating income for such period plus any depreciation
and amortization expenses that were deducted in calculating consolidated operating income for such period and minus consolidated
interest expense of the Borrower for such period (net of any capitalized interest and interest income), in each case as determined
in accordance with GAAP.


 


"ECA Financed
Vessel" means any Vessel subject to any ECA Financing.


 


"ECA Financing"
means any financing arrangement pursuant to which one or more ECA Guarantor provides guarantees or other credit support (including
but not limited to a sale and leaseback transaction or bareboat charter or lease or an arrangement whereby a Vessel under construction
is pledged as collateral to secure the indebtedness of a shipbuilder, and, for the avoidance of doubt, committed but undrawn export
credit agency facilities), entered into by the Borrower or a Subsidiary for the purpose of financing or refinancing all or any
part of the purchase price, cost of design or construction of a Vessel or Vessels or the acquisition of Equity Interests of entities
owning, or to own, Vessels.


 


"ECA Guarantor"
means BpiFrance Assurance Export, Finnvera plc or Euler Hermes Aktiengesellschaft (or, in each case, any successor thereof).


 


"Effective
Date" is defined in the preamble.


 


"Election Date"
means the date falling 65 days prior to the actual Disbursement Date.


 


"Eligible German
Content Amount" means the amount of the Actual German Content Component from time to time which is notified by the Builder
to the Facility Agent pursuant to Section 2.4(a) and for which the Hermes Documentary Requirements have been satisfied.


 


"Environmental
Laws" means all applicable federal, state, local or foreign statutes, laws, ordinances, codes, rules and regulations
(including consent decrees and administrative orders) relating to the protection of the environment.


 


"Equity Interests"
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated)
of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other
rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities)
but excluding any debt securities convertible into such Equity Interests.


 


"EUR"
and the sign "€" mean the currency of participating member states of the European Monetary Union pursuant
to Council Regulation (EC) 974/98 of 3 May 1998, as amended from time to time.


 






    Page 11


     


    

 


"EUR Pledged
Account" means the EUR account referred to in the Pledge Agreement.


 


"Event of Default"
is defined in Section 8.1.


 


"Existing Lender"
has the meaning given to it in a Transfer Certificate.


 


"Existing Principal
Subsidiaries" means each Subsidiary of the Borrower that is a Principal Subsidiary on the Effective Date.


 


"Expected Delivery
Date" means the latest date on which the Purchased Vessel is expected to be delivered to the Borrower pursuant to the
Construction Contract being, as at the date of this Agreement, 14 May 2026, as such date may be adjusted pursuant to the terms
and conditions of the Construction Contract.


 


"Facility"
means the term loan facility made available under this Agreement.


 


"Facility Agent"
is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Facility Agent,
and as shall have accepted such appointment, pursuant to Section 10.5.


 


"FATCA"
means Sections 1471 through 1474 of the Code, as in effect at the date hereof (or any amended or successor version that is substantively
comparable), any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered
into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices
adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such sections
of the Code, any published intergovernmental agreement entered into in connection with the implementation of such Sections of the
Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such published intergovernmental agreements.


 


"FATCA Deduction"
means a deduction or withholding from a payment under a Loan Document required by FATCA.


 


"FATCA Exempt
Party" means a party to this Agreement that is entitled to receive payments free from any FATCA Deduction.


 


"FEC"
means Finnish Export Credit Ltd. (Business Identity Code: 1642253-1) whose postal address is Porkkalankatu 1, PO Box 1010, FI -
00101 Helsinki, Finland.


 


"FEC CIRR Rate"
means 3.29% per annum, being the Commercial Interest Reference Rate determined in accordance with the OECD Arrangement for Officially
Supported Export Credits applicable to the FEC Tranche A Loan pursuant to the FEC Financing Offer.


 


"FEC Commitment
Amount" means the sum of the FEC Tranche A Commitment Amount and the FEC Tranche B Commitment Amount.


 






    Page 12


     


    

 


"FEC Conversion"
means the election by FEC pursuant to Section 3.3.3 that the FEC Tranche A Loan shall not bear interest at the FEC Fixed Rate
but at the FEC Tranche A Floating Rate.


 


"FEC Conversion
Floating Rate Certificate" is defined in Section 3.3.3(c).


 


"FEC Conversion
Notice" is defined in Section 3.3.3(b).


 


"FEC Financing"
means the funding provided by FEC as Lender under this Agreement following the execution of an FEC Transfer Certificate by the
Initial FEC Lender.


 


"FEC Financing
Offer" means the offer by FEC to the Borrower in relation to the FEC Loan and the FEC CIRR Rate dated 23 October 2019
as renewed from time to time.


 


"FEC Fixed
Rate Loan" means the FEC Tranche A Loan bearing interest at the FEC CIRR Rate.


 


"FEC Lender"
means the Initial FEC Lender until the effective date of its FEC Transfer Certificate and, with effect from the effective date
of such FEC Transfer Certificate, FEC or any Lender who becomes a Lender in relation to the FEC Loan.


 


"FEC Loan"
means collectively the FEC Tranche A Loan and the FEC Tranche B Loan.


 


"FEC Prepayment
Event" has the meaning given to such term in Section 9.1.10(A)(b).


 


"FEC Reassignment"
has the meaning given to such term in Section 9.1.10(A)(a).


 


"FEC Supplemental
Assignment Agreement" means the supplemental assignment agreement entered into between FEC, the Initial Lender and the
Facility Agent in relation to the FEC Financing in the form set out in Exhibit G-1 as such agreement may from time to time
be acceded to by a Transferee Lender (other than the Initial Lender) and/or amended and restated for the purpose of allowing such
Transferee Lender to become a party to it.


 


"FEC Tranche
A Commitment" means:


 


		(a)	for the Initial FEC Lender, the amount set opposite its name in Exhibit A-1 under the heading
"FEC Tranche A Commitments"; and



 


		(b)	for any other Lender, the amount of any Commitment in relation to the FEC Tranche A Commitment
Amount transferred to it under a Transfer Certificate or under Section 11.11.1 of this Agreement,



 


in each case as such
amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"FEC Tranche
A Commitment Amount" means, as of any date, an amount equal to the aggregate of the FEC Tranche A Commitments of all the
Lenders on such date. As of the Effective Date, the FEC Tranche A Commitment Amount is equal to the US Dollar equivalent of EUR823,200,000.


 






    Page 13


     


    

 


"FEC Tranche
A Loan" means that part of the Loan made or to be made (as the context may require) by the FEC Lenders to the Borrower
that is referred to in Section 2.1.1(i).


 


"FEC Tranche
A Floating Rate" means a rate per annum equal to the sum of the LIBO Rate plus the FEC Tranche A Floating Rate Margin.


 


"FEC Tranche
A Floating Rate Margin" means the rate per cent per annum to be agreed between the Borrower and FEC in accordance with
Section 3.3.3(b) or as set out in the FEC Conversion Floating Rate Certificate issued pursuant to Section 3.3.3(c).


 


"FEC Tranche
B Commitment" means:


 


		(a)	for the Initial FEC Lender, the amount set opposite its name in Exhibit A-1
under the heading "FEC Tranche B Commitments"; and



 


		(b)	for any other Lender, the amount of any Commitment in relation to the FEC Tranche B Commitment
Amount transferred to it under a Transfer Certificate or under Section 11.11.1 of this Agreement,



 


in each case as such
amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"FEC Tranche
B Commitment Amount" means, as of any date, an amount equal to the aggregate of the FEC Tranche B Commitment of all the
Lenders as of such date which amount shall not exceed an aggregate amount equal to the US Dollar equivalent of EUR420,131,966.
As of the Effective Date, the FEC Tranche B Commitment Amount is equal to (a) the US Dollar equivalent of EUR388,800,000 plus
(b) the US Dollar equivalent of 100% of the Finnvera Premium not exceeding 2.52% of the amount of the FEC Loan.


 


"FEC
Tranche B Loan" means that part of the Loan made or to be made (as the context may require) by the FEC Lenders to the
Borrower referred to in Section 2.1.1(ii).


 


"FEC Tranche
Commitment" means, with respect to each Lender, the sum of such Lender's FEC Tranche A Commitment and FEC Tranche B Commitment.


 


"FEC Transfer
Certificate" means a Transfer Certificate, to be executed by the Initial FEC Lender in favour of FEC and pursuant to which
all of the FEC Tranche Commitments and other rights and obligations of the Initial FEC Lender under the Loan Documents shall be
transferred to FEC, substantially in the form set out in Exhibit F-1.


 


"FEC Transfer
Documents" means the FEC Transfer Certificate, the FEC Supplemental Assignment Agreement and the Finnvera Guarantee Assignment
Agreement.


 


"Federal Funds
Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the average of


 






    Page 14


     


    

 


the quotations for
such day on such transactions received by the Facility Agent from three Federal funds brokers of recognized standing selected by
it; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this
Agreement.


 


"Fee Letter"
means any letter entered into by reference to this Agreement between the Borrower, on the one hand and any or all of the Facility
Agent, the Hermes Agent, the Initial Mandated Lead Arranger, the Lenders, the Residual Risk Guarantors and/or FEC setting out the
amount of certain fees referred to in, or payable in connection with, this Agreement.


 


"Final German
Content Notice" is defined in Section 2.4(b).


 


"Final German
Content Notice Date" means the date falling three (3) months prior to the Contractual Delivery Date.


 


"Final Maturity"
means the date occurring twelve (12) years after the Disbursement Date.


 


"Finance Parties"
means the Lenders, the Initial Mandated Lead Arranger, the Bookrunner, the Facility Agent, the Guarantee Holder and the Hermes
Agent.


 


"Financial
Covenant Waiver Period" means the period between from and including April 1, 2020 to and including September 30,
2022.


 


"Finnish Authority"
means each of FEC and Finnvera.


 


"Finnish
Builder" is defined in the preamble.


 


"Finnish Ministry"
means the Ministry of Economic Affairs and Employment of the State of Finland.


 


"Finnvera"
means Finnvera plc, a company owned by the State of Finland having its principal office at Porkkalankatu 1, PO Box 1010, FI-00101
Helsinki, Finland.


 


"Finnvera
Balancing Commitment" means:


 


(a)            for
the Initial Finnvera Balancing Lender, the amount set opposite its name in Exhibit A-1 under the heading "Finnvera Balancing
Commitments"; and


 


(b)            for
any other Lender, the amount of any Commitment in relation to the Finnvera Balancing Commitment transferred to it under Section 11.11.1
of this Agreement,


 


in
each case as such amount may be increased, reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"Finnvera Balancing
Commitment Amount" means, as of any date, an amount equal to the aggregate of the Finnvera Balancing Commitment of all
the Lenders as of such date which amount shall include 100% of the Finnvera Balancing Premium, if applicable. As of the Effective
Date, the Finnvera Balancing Commitment Amount is equal to zero.


 






    Page 15


     


    

 


"Finnvera
Balancing Lenders" means the Initial Finnvera Balancing Lender and any New Lender(s) to whom all or any part of
the Finnvera Balancing Commitment is transferred.


 


"Finnvera Balancing
Loan" means that part of the Loan made or to be made (as the context may require) by the Finnvera Balancing Lenders to
the Borrower referred to in Section 2.1.3.


 


"Finnvera Balancing
Premium" means the premium payable to Finnvera (if any) under and in respect of the Second Finnvera Guarantee calculated
as provided in Section 3.5.3.


 


"Finnvera General
Terms" means the terms and conditions of Finnvera dated 1 March 2004 applicable to the Finnvera Guarantee and, if
applicable, the Second Finnvera Guarantee.


 


"Finnvera Guarantee"
means the guarantee in relation to 100% of the FEC Loan issued or to be issued by Finnvera in favour of the Guarantee Holder in
the form set out in Exhibit H as amended or replaced from time to time to refer to each Transferring Lender in addition to
the "Original Lender" (as defined therein).


 


"Finnvera Guarantee
Assignment Agreement" means the assignment agreement to be entered into by FEC as assignee and the Guarantee Holder as
assignor and pursuant to which the Guarantee Holder will assign to FEC all rights to and benefits of any payments of indemnity
to be made by Finnvera under the Finnvera Guarantee in the form set out in Exhibit G-2.


 


"Finnvera Premium"
means the premium payable to Finnvera under and in respect of the Finnvera Guarantee calculated as provided in Section 3.5.3.


 


"Finnvera Premium
Refund Formula" means an amount determined in accordance with the following formula:


 


0.8*d*b*c


 


where:


 


b = the remaining
average maturity of the Loan at the time of the prepayment


 


c = the principal
amount of the prepayment


 


d = the up-front
flat guarantee premium converted into a per annum based premium.


 


Clarification
of the formula:


 


		(a)	'0.8' in the formula above refers to the fact that 20% of the flat guarantee premium will be retained
and will not be refundable; and



 


		(b)	'd' in the formula above is derived as follows: the guarantee premium/6.25=d, where the guarantee
premium is the up-front flat guarantee premium and 6.25 is the average maturity of a loan with a 12 year OECD repayment profile.



 


"First Fee"
is defined in Section 11.13.1(c)(i).


 






    Page 16


     


    

 


"First Priority
Assets" means the Vessels known on the date Amendment Number One becomes effective as or that sailed under the name (i) Celebrity
Constellation, (ii) Celebrity Equinox, (iii) Celebrity Millennium, (iv) Celebrity Silhouette, (v) Celebrity
Summit, (vi) Celebrity Eclipse, (vii) Celebrity Infinity, (viii) Celebrity Reflection and (ix) Celebrity Solstice
(it being understood that such Vessels shall remain "First Priority Assets" regardless of any change in name or ownership
after such date).


 


"First Priority
Guarantee" means the first priority guarantee granted by the First Priority Guarantor on or prior to the Amendment Effective
Date (as defined in Amendment Number One) (and any other first priority guarantee granted by a First Priority Holdco Subsidiary
in connection with becoming a First Priority Guarantor) in favour of the Facility Agent for the benefit of the Agents and the Lenders,
in each case substantially in the form attached hereto as Exhibit M.


 


"First Priority
Guarantor" means Celebrity Cruise Lines Inc. (and any of its successors) and any other First Priority Holdco Subsidiary
that has granted or, prior to that entity becoming a First Priority Holdco Subsidiary pursuant to a Disposal of a First Priority
Asset in accordance with Section 7.2.5(a)(v)(A), will grant a First Priority Guarantee.


 


"First Priority
Holdco Subsidiaries" means one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued
by any other Subsidiary of the Borrower that owns any First Priority Assets.


 


"First Priority
Release Event" means the occurrence of any event or other circumstance that results in either (x) 80% of the aggregate
principal amount of Bank Indebtedness outstanding as of the effectiveness of the Amendment Number One (being $5,300,000,000 (and
80% of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Secured Note Indebtedness outstanding as
of the effectiveness of Amendment Number One (being $3,320,000,000):


 


		(a)	no longer remaining outstanding (whether as a result of repayment, redemption or otherwise (but
excluding in connection with any enforcement action taken by the relevant creditors in respect of that Indebtedness)); and



 


		(b)	not having been refinanced (whether initially or through subsequent refinancings) with Indebtedness
that is (i) secured by a Lien or (ii) incurred or guaranteed by any one or more Subsidiaries of the Borrower.



 


Notwithstanding the foregoing, a First
Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any
ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise). For the avoidance of doubt, if a First Priority Release Event would have occurred but for the
continuance of the payment default described above, then a First Priority Release Event will occur immediately upon that payment
default being remedied.


 


"Fiscal Quarter"
means any quarter of a Fiscal Year.


 


"Fiscal Year"
means any annual fiscal reporting period of the Borrower.


 






    Page 17


     


    

 


"Fixed Charge
Coverage Ratio" means, as of the end of any Fiscal Quarter, the ratio computed for the period of four consecutive Fiscal
Quarters ending on the close of such Fiscal Quarter of:


 


		(a)	net cash from operating activities (determined in accordance with GAAP) for such period, as shown
in the Borrower's consolidated statement of cash flow for such period, to



 


		(b)	the sum of:



 


i)            dividends
actually paid by the Borrower during such period (including, without limitation, dividends in respect of preferred stock of the
Borrower); plus


 


ii)            scheduled
payments of principal of all debt less New Financings (determined in accordance with GAAP, but in any event including Capitalised
Lease Liabilities), in each case, of the Borrower and its Subsidiaries for such period.


 


"Fixed Rate"
means each of the FEC CIRR Rate in respect of the FEC Tranche A Loan and the KfW Standard Fixed Rate or the KfW Fixed Rate (as
applicable) in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan.


 


"Fixed Rate
Loan" means each of the FEC Fixed Rate Loan and the KfW Fixed Rate Loan, as applicable.


 


"Fixed Rate
Margin" means the KfW Fixed Rate Margin or the KfW Standard Fixed Rate Margin, as the case may be.


 


"Fixed Rate
Provider" means FEC in relation to FEC Tranche A Loan and KfW in relation to the Hermes Loan and, if applicable, the Finnvera
Balancing Loan unless in the case of (a) the Hermes Loan and, if applicable, the Finnvera Balancing Loan the applicable Floating
Rate applies or has been selected in accordance with this Agreement or (b) the FEC Tranche A Loan, the FEC Tranche A Floating
Rate applies following an FEC Conversion.


 


"Floating Rate"
means (a) a rate per annum equal to the sum of the LIBO Rate plus the applicable Floating Rate Margin in the case of each
of the FEC Tranche B Loan and each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, where it is not a Fixed
Rate Loan and (b) the Floating Rate applicable to the FEC Loan following an FEC Reassignment under Section 9.1.10(A)(c) where
the applicable Floating Rate shall be that determined in accordance with paragraphs (f) to (h) inclusive of Section 9.1.10(A).


 


"Floating Rate
Indemnity Amount" is defined in Section 4.4.1(A)c.


 


"Floating Rate
Loan" means all or any portion of the Loan (other than the FEC Tranche A Loan) bearing interest at the applicable Floating
Rate and, in the case of the FEC Tranche A Loan, bearing interest at the FEC Tranche A Floating Rate.


 






    Page 18


     


    

 


"Floating Rate
Margin" means (a) in respect of the FEC Tranche B Loan, 0.85% per annum and (b) in respect of each of the Hermes
Loan and, if applicable, the Finnvera Balancing Loan, 0.85% per annum.


 


"Framework"
means the document titled "Debt Deferral Extension Framework" in the form set out in Exhibit R to this Agreement,
and which sets out certain key principles and parameters relating to, amongst other things, the further temporary suspension of
repayments of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to Hermes-covered
and Finnvera-covered loan agreements such as this Agreement.


 


"F.R.S. Board"
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


"Funding Losses
Event" is defined in Section 4.4.1.


 


"GAAP"
is defined in Section 1.4.


 


"German Construction
Contract Component" means that portion of the Contract Price which relates to monies to be paid to German exporters, suppliers
and sub-suppliers in relation to the Construction Contract.


 


"German Content
Review Date" means each date falling at consecutive 12 monthly intervals from the Effective Date until the Final German
Content Notice Date save that in each case if such date is not a Business Day, then the German Content Review Date shall fall on
the next succeeding Business Day following such date.


 


"Government-related
Obligations" means obligations of the Borrower or any Subsidiary of the Borrower under, or Indebtedness incurred by the
Borrower or any Subsidiary of the Borrower to satisfy obligations under, any governmental requirement imposed by any Applicable
Jurisdiction that must be complied with to enable the Borrower and its Subsidiaries to continue its or their business in such Applicable
Jurisdiction, excluding, in any event, any taxes imposed on the Borrower or any Subsidiary of the Borrower.


 


"Group"
means the Borrower and its Subsidiaries from time to time.


 


"Group Member"
means any entity that is a member of the Group.


 


"Group Member
Guarantee" means any guarantee or other similar or analogous credit support arrangement granted by a Group Member (other
than the Borrower) in support of the Indebtedness of another Group Member or any other Person.


 


"Guarantee"
means the First Priority Guarantee, the Second Priority Guarantee, the Third Priority Guarantee and (if applicable) any Additional
Guarantee and "Guarantees" means any or all of them.


 


"Guarantee
Holder" means KfW IPEX (i) (for the benefit of the Initial FEC Lender or FEC from time to time) being the person
in whose favour the Finnvera Guarantee shall be issued for the benefit of the Initial FEC Lender and, following the execution
of an FEC Transfer


 






    Page 19


     


    

 


Certificate, FEC and (ii) (for the
benefit of the Finnvera Balancing Lenders, if applicable, from time to time) being the persons in whose favour the Second Finnvera
Guarantee (if applicable) shall be issued subject to approval from Finnvera following any assignment or transfer of the Finnvera
Balancing Commitment by the Initial Finnvera Balancing Lender.


 


"Guarantee
Release Date" means the date upon which the First Priority Release Event, the Second Priority Release Event and the Third
Priority Release Event have all occurred and accordingly, subject to Section 7.2.5(g) (and in particular proviso (2) to
such Section 7.2.5(g)), each of the Guarantees has been released by the Facility Agent, and also being the date upon which,
in accordance with Section 7.3, certain provisions of this Agreement shall be replaced by the provisions set out in Exhibit T.


 


"Guarantor"
means the provider of any Guarantee from time to time and "Guarantors" means any or all of them.


 


"Hedging Instruments"
means options, caps, floors, collars, swaps, forwards, futures and any other agreements, options or instruments substantially similar
thereto or any series or combination thereof used to hedge one or more interest, foreign currency or commodity exposures.


 


"herein",
"hereof", "hereto", "hereunder" and similar terms contained in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.


 


"Hermes"
means Euler Hermes Aktiengesellschaft, Gasstraße 27, 22761 Hamburg, Germany acting in its capacity as representative of the
Federal Republic of Germany in connection with the issuance of export credit guarantees.


 


"Hermes Agent"
is defined in the preamble.


 


"Hermes
Commitment" means:


 


		(a)	for the Initial Hermes Lender, the amount set opposite its name in Exhibit A-1 under the heading
"Hermes Commitments"; and



 


		(b)	for any other Lender, the amount of any Commitment in relation to the Hermes Commitment Amount
transferred to it under Section 11.11.1 of this Agreement,



 


in
each case as such amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"Hermes Commitment
Amount" means, as of any date, an amount equal to the aggregate of the Hermes Commitment of all the Lenders as of such
date. As of the Effective Date, the Hermes Commitment Amount equals the US Dollar equivalent of EUR160,000,000 plus the Hermes
Fee.


 






    Page 20


     


    








 


"Hermes Conditions"
means (i) The General Terms and Conditions for Buyer Credit Guarantees issued by Hermes with the heading Legal Basis and dated
July 2017 (the "Conditions") and (ii) The Minimum Standards for the Specific Pre-conditions for disbursements
under Buyer Credit Cover issued by Hermes with the heading Practical Information (the "Standards") and dated July 2017
unless such Conditions and Standards are no longer applicable.











 


"Hermes Documentary
Requirements" has the meaning given to such term in Section 2.3(a).


 


"Hermes Fee"
means the premium payable to Hermes under and in respect of the Hermes Insurance Policy.


 


"Hermes Insurance
Policy" means the export credit guarantee (Finanzkreditgarantie) in relation to 95% of the Hermes Loan issued by
the Federal Republic of Germany, represented by Hermes, in favour of the Lenders.


 


"Hermes Lenders"
means the Initial Hermes Lender and any New Lender(s) to whom all or any part of the Hermes Commitment is transferred.


 


"Hermes Loan"
means that part of the Loan made or to be made (as the context may require) by the Hermes Lenders to the Borrower referred to in
Section 2.1.2.


 


"Illegality
Notice" is defined in Section 3.2.2(a).


 


"Indebtedness"
means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of property or services, other than (i) trade accounts payable (other than for borrowed money) arising,
and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 180
days of the date the respective goods are delivered or the respective services are rendered and (ii) any purchase price adjustment,
earnout or deferred payment of a similar nature incurred in connection with an acquisition (but only to the extent that no payment
has at the time accrued pursuant to such purchase price adjustment, earnout or deferred payment obligation); (c) Indebtedness
of others secured by a Lien on the property of such Person, whether or not the respective Indebtedness so secured has been assumed
by such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by
banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) guarantees
by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed; (g) obligations of such Person in
respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.


 


"Indemnified
Liabilities" is defined in Section 11.4.


 


"Indemnified
Parties" is defined in Section 11.4.


 






    	Page 21



     


    




 


"Initial Finnvera
Balancing Lender" is defined in the preamble.














 


"Initial Lender"
means the Initial FEC Lender, the Initial Hermes Lender and the Initial Finnvera Balancing Lender listed in Exhibit A-1.


 


"Initial Residual
Risk Guarantor" is defined in the preamble.


 


"Interaction
Agreement" means the supplemental agreement to each Option A Refinancing Agreement and this Agreement entered into or,
as the case may be, to be entered into at or around the time of any initial syndication of the Facility between the Facility Agent,
KfW and any Option A Lenders.


 


"Interest Period"
means the period from and including the Disbursement Date up to but excluding the first Repayment Date, and subsequently each succeeding
period from the last day of the prior Interest Period up to but excluding the next Repayment Date, except that:


 


		(a)	any Interest Period which would otherwise end on a day which is not a Business Day shall end on
the next Business Day to occur, except if such Business Day does not fall in the same calendar month, the Interest Period will
end on the last Business Day in that calendar month, the interest amount due in respect of the Interest Period in question and
in respect of the next following Interest Period being adjusted accordingly; and



 


		(b)	if any Interest Period is altered by the application of a) above, the subsequent Interest Period
shall end on the day on which it would have ended if the preceding Interest Period had not been so altered.



 


"Interest Subsidy
Amount Repayable" means the amount of any interest subsidy paid in connection with the FEC Tranche A Loan under the Facility,
to the extent such amount exceeds the respective amount of any interest compensation paid under the respective interest swaps made
by FEC to obtain the FEC CIRR Rate for the FEC Tranche A Loan under the Facility, as well as annual interest on all amounts of
such interest subsidy paid from the date of payment until the date of such repayment, at the interest rate referred to in paragraph
1 of Section 4 of the Finnish Interest Rate Act (633/1982), as amended.


 


"Interpolated
Screen Rate" means, in relation to the LIBO Rate, the
rate which results from interpolating on a linear basis between:


 


		(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the relevant Interest Period; and



 


		(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the relevant Interest Period.



 


"Investment
Grade" means, with respect to Moody's, a Senior Debt Rating of Baa3 or better and, with respect to S&P, a Senior Debt
Rating of BBB- or better.


 






    	Page 22



     


    




 


"Issuing Office"
means, relative to a Residual Risk Guarantor, the office of such Residual Risk Guarantor designated as such below its signature
hereto or such other office of a Residual Risk Guarantor as designated from time to time by notice from such Residual Risk Guarantor
to the Borrower and the Facility Agent which shall be issuing the Residual Risk Guarantee of such Residual Risk Guarantor.








 


"KfW"
means KfW of Palmengartenstraße 5-9, 60325 Frankfurt am Main, Germany in its capacities as (a) the Fixed Rate Provider
on behalf of the Federal Republic of Germany (represented by the Federal Ministry for Economic Affairs and Energy and the Federal
Ministry of Finance) in relation to the Hermes Loan and, if applicable the Finnvera Balancing Loan or (b) as refinancing bank
with respect to the Option A Refinancing Agreements or (c) as the parent company of KfW IPEX in relation to Section 11.11.1(i).


 


"KfW CIRR Agreement"
means either an Option A Refinancing Agreement or an Option B Interest Make-Up Agreement.


 


"KfW CIRR Cap"
means 3.69% per annum.


 


"KfW CIRR Rate"
means the KfW CIRR Cap, or if applicable, such lower rate that may be set by KfW pursuant to Section 3.3.1(c) provided
that the KfW CIRR Rate shall not be less than the KfW CIRR Floor.


 


"KfW CIRR Floor"
means 3.29% per annum.


 


"KfW Fixed
Rate" has the meaning given to it in Section 3.3.1(b).


 


"KfW Fixed
Rate Loan" means all or any part of the Hermes Loan and, if applicable, the Finnvera Balancing Loan bearing interest at
the applicable Fixed Rate or any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan that continues to bear
interest at the applicable Fixed Rate after the termination of any KfW CIRR Agreement pursuant to Section 3.3.2(e).


 


"KfW Fixed
Rate Margin" means 0.85% per annum less administrative expenses ("Verwaltungskostenpauschale") of 0.20%
per annum to 0.50% per annum as determined by the Federal Republic of Germany once the Borrower has elected the KfW Fixed Rate
pursuant to Section 3.3.1(b).


 


"KfW
Floating Rate Election Notice" has the meaning given to it in Section 3.3.2 (b).


 


"KfW IPEX"
means KfW IPEX-Bank GmbH.


 


"KfW Refinancing
Security Agreements" means in relation to any Option A Lender:


 


		(a)	the English law governed assignment deed relating to that Option A Lender's rights under this Agreement;



 


		(b)	the German law governed assignment agreement relating to that Option A Lender's rights under the
Hermes Insurance Policy; and



 






    	Page 23



     


    




 


		(c)	if applicable, the Finnish law governed assignment agreement relating to that Option A Lender's
rights under the Second Finnvera Guarantee,









 


in each case with KfW
as assignee.


 


"KfW Standard
Fixed Rate" means in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, the applicable KfW CIRR
Rate plus the KfW Standard Fixed Rate Margin.


 


"KfW Standard
Fixed Rate Margin" means 0.85% per annum minus administrative expenses ("Verwaltungskostenpauschale")
of 0.20% per annum.


 


"Last Reported
Fiscal Quarter(s)" means the most recently completed Fiscal Quarter(s) for which the Borrower has filed financial
statements with the SEC as part of an annual report on 10-K or a quarterly report on 10-Q.


 


"Latest Date"
has the meaning given to such term in section 7.2 of the Terms and Conditions.


 


"Lender"
and "Lenders" are defined in the preamble.


 


"Lender Assignment
Agreement" means any Lender Assignment Agreement substantially in the form of Exhibit C.


 


"Lending Office"
means, relative to any Lender, the office of such Lender designated as such below its signature hereto or designated in a Lender
Assignment Agreement or such other office of a Lender as designated from time to time by notice from such Lender to the Borrower
and the Facility Agent, whether or not outside the United States, which shall be making or maintaining the Loan of such Lender
hereunder.


 


"LIBO Rate"
means:


 


		(a)	the Screen Rate; or



 


		(b)	(if no Screen Rate is available for the relevant Interest Period) the Interpolated Screen Rate;
or



 


		(c)	(if (i) no Screen Rate is available for the Floating Rate Loan or (ii) no Screen Rate
is available for the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate), subject to Section 3.3.6,
the Reference Bank Rate,



 


at or about 11:00 a.m. (London time)
two (2) Business Days before the commencement of the relevant Interest Period; provided that:


 


		(d)	for the purposes of determining the post-maturity rate of interest under Section 3.3.4, the
LIBO Rate shall be determined by reference to deposits on an overnight or call basis or for such other period or periods as the
Facility Agent may determine 






 






    	Page 24



     


    







 


    after consultation with the Lenders,
which period shall be no longer than one month unless the Borrower otherwise agrees; and


 


		(e)	if the LIBO Rate determined in accordance with the foregoing provisions of this definition is less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.



 


"Lien"
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation or other priority
or preferential arrangement of any kind or nature whatsoever.


 


"Loan"
means, as the context requires:


 


		(a)	each of the FEC Tranche A Loan, the FEC Tranche B Loan, the Hermes Loan and, if applicable, the
Finnvera Balancing Loan; or



 


		(b)	the principal sum in Dollars advanced by the Lenders to the Borrower upon the terms and conditions
of this Agreement; or



 


		(c)	the amount thereof for the time being advanced and outstanding under this Agreement.



 


"Loan Documents"
means this Agreement, the Amendment Letter, Amendment Number One, Amendment Number Two, the Pledge Agreement, the First Priority
Guarantee, the Second Priority Guarantee, the Third Priority Guarantee, any Additional Guarantee, the Subordination Agreements,
any Additional Subordination Agreement, any New Guarantor Subordination Agreement, the Fee Letters, the Loan Request and any other
document jointly designated as a "Loan Document" by the Facility Agent and the Borrower.


 


"Loan Request"
means a loan request and certificate duly executed by an Authorised Officer of the Borrower, substantially in the form of Exhibit A-2
hereto.


 


"Majority
Lenders" means:


 


		(a)	at any time while FEC is not a Lender:



 


		(i)	if the Loan is not then outstanding, a Lender or Lenders whose Commitments then aggregate more
than 662/3% of the total Commitments (or, if the Commitments have been reduced to zero, aggregate more than 662/3%
of the total Commitments immediately prior to the reduction); or



 


		(ii)	at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate
more than 662/3% of the Loan then outstanding; or



 


		(b)	at any time while FEC is a Lender:



 






    	Page 25



     


    




 


		(i)	FEC; and















 


		(ii)	either:



 


		(A)	if the Loan is not then outstanding, a Lender or Lenders (excluding FEC) whose Commitments then
aggregate more than 662/3% of the total Commitments (excluding for this purpose any Commitment held by FEC) (or, if
such total Commitments have been reduced to zero, aggregate more than 662/3% of such Commitments immediately prior to
the reduction); or



 


		(B)	at any other time, a Lender or Lenders (excluding FEC) whose participations in the Loan then outstanding
aggregate more than 662/3% of the Loan then outstanding (excluding for this purpose such portion of the Loan owed to
FEC).



 


"Majority Residual
Risk Guarantors" means a Residual Risk Guarantor or Residual Risk Guarantors whose Residual Risk Guarantee Proportion(s) is
or are in aggregate equal to or more than 662⁄3% of the total Residual Risk Guarantee Proportions (or, if the total Residual
Risk Guarantee Proportions have been reduced to zero, were in aggregate equal to or more than 662⁄3% of the total Residual
Risk Guarantee Proportions immediately prior to the reduction).


 


"Material Adverse
Effect" means a material adverse effect on (a) the business, operations or financial condition of the Borrower and
its Subsidiaries taken as a whole, (b) the rights and remedies of the Facility Agent or any Lender under the Loan Documents
or (c) the ability of the Borrower to perform its payment Obligations under the Loan Documents to which it is a party.


 


"Material Guarantor"
means (i) each of Celebrity Cruise Lines Inc., RCI Holdings LLC, RCL Cruise Holdings LLC and RCL Cruises Ltd (and each of
their respective successors) and (ii) any other entity that becomes a First Priority Guarantor, a Second Priority Guarantor
or a Third Priority Guarantor after the effectiveness of Amendment Number One.


 


"Material Litigation"
is defined in Section 6.7.


 


"Maximum Balancing
Amount" means, at any time, the aggregate of (a) the lesser of (i) the US Dollar equivalent of EUR160,000,000
less 80% of the Eligible German Content Amount (if any) confirmed by the Facility Agent to the Borrower in accordance with Section 2.4(a) and
(ii) the US Dollar equivalent of EUR160,000,000 less 5% of the aggregate Commitments of the Lenders under this Agreement and
(b) 100% of the Finnvera Balancing Premium, which shall not exceed the amount determined by using the percentage specified
in level 3 of the Pricing Grid.


 


"Mitigation
Period" is defined in Section 11.20(a).


 


"Monthly Outflow"
means, in respect of each monthly period, the quotient obtained by dividing:


 






    	Page 26



     


    




 


		a)	the sum of (i) Total Cruise Operating Expenses (as determined in accordance with GAAP) for
the Last Reported Fiscal Quarter, (ii) Marketing, Selling and Administrative Expenses (as determined in accordance with GAAP)
for the Last Reported Fiscal Quarter and (iii) Interest Expense, net of Interest Capitalized (as determined in accordance
with GAAP) for the Last Reported Fiscal Quarter minus (x) Interest Income (as determined in accordance with GAAP) for
the Last Reported Fiscal Quarter, (y) any non-cash charges or impairments included in the calculation of Total Cruise Operating
Expenses or Marketing, Selling and Administrative Expenses pursuant to sub-clause (i) or (ii) of this definition and
(z) any loss on extinguishment of debt included in Interest Expenses, net of Interest Capitalized (as each such capitalized
expression is defined or referenced in the financial statements of the Borrower); by















 


		b)	three,



 


as evidenced pursuant
to the relevant certificate to be submitted by the Borrower pursuant to Section 7.1.1(m).


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Net Debt"
means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, the principal portion
of all Capitalised Lease Obligations) of the Borrower and its Subsidiaries (determined on a consolidated basis in accordance with
GAAP) less the sum of (without duplication):


 


		(a)	all cash on hand of the Borrower and its Subsidiaries; plus



 


		(b)	all Cash Equivalents.



 


"Net Debt to
Capitalisation Ratio" means, as at any date, the ratio of (a) Net Debt on such date to (b) Capitalisation on
such date.


 


"New Capital"
means the aggregate gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised by the
Borrower or any of its Subsidiaries in one or a series of financings after January 1, 2021 (including (a) amounts borrowed
(that were previously undrawn) under committed term loan facilities existing as of such date and (b) indebtedness borrowed
in lieu of the committed term loan facilities described in the foregoing clause (a) if the incurrence of such indebtedness
results in a reduction or termination of such commitments); provided that proceeds of any capital raise which are used substantially
concurrently for (i) the purchase price of a new Vessel or (ii) repayment of existing Indebtedness (other than Indebtedness
(A) maturing no later than the end of the first full calendar year following the date of such repayment or (B) under
any revolving credit agreement the repayment of which is not accompanied by a corresponding permanent reduction in the related
revolving credit commitments), in each case, shall not constitute New Capital.


 


"New Financings"
means proceeds from:


 






    	Page 27



     


    




 


		(a)	borrowed money (whether by loan or issuance and sale of debt securities), including drawings under
this Agreement and any revolving credit facilities, and















 


		(b)	the issuance and sale of equity securities.



 


"New Guarantor"
means, with respect to any Vessel delivered after the effectiveness of Amendment Number One, the Subsidiary of the Borrower that
(a) directly owns the Equity Interests of the Principal Subsidiary that acquired such Vessel and (b) delivers an Additional
Guarantee.


 


"New Guarantor
Subordination Agreement" means a subordination agreement pursuant to which the Lenders' rights under the applicable Additional
Guarantee will be fully subordinated in right of payment to the rights of the beneficiaries of the applicable Senior Guarantee,
which subordination agreement shall be in a form and substance substantially the same as the other Subordination Agreements (reflecting
any necessary logical and factual changes), with such changes, or otherwise in a form and substance, reasonably acceptable to the
Facility Agent and the agent, trustee or other representative for such Senior Guarantee.


 


"New
Lender" has the meaning given in Section 11.11.


 


"Non-Borrower
Related Change in Law" means a Change in Law other than a Change in Law that (a) specifically relates to the Borrower
or (b) relates to companies that are organized under the law of the jurisdiction of organisation or place of residence of
the Borrower (but not to borrowers generally).


 


"Non-Financed
Capex" means, with respect to any period, (a) the aggregate amount of purchases of property (including Vessels)
and equipment by the Borrower and its Subsidiaries during such period as determined in good faith by the Borrower minus
(b) the aggregate amount of committed financing available to be drawn during such period to fund any such purchases of property
and equipment.


 


"Nordea Agreement"
means the U.S.$1,150,000,000 amended and restated credit agreement dated as of October 12, 2017, among the Borrower, as the
borrower, the various financial institutions as are or shall become parties thereto and Nordea Bank AB (publ), New York Branch
as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.


 


"NYC Allowance"
has the meaning assigned thereto in Article II.1 of the Construction Contract and, when such expression is prefaced by the
word "incurred", shall mean such amount of the NYC Allowance, not exceeding EUR375,000,000 including the value of any
Change Orders, as shall at the relevant time have been paid, or become payable, to the Builder by the Borrower under the Construction
Contract as part of the Contract Price.


 


"NYC Applicable
Rate" means the USD-to-EUR rate referred to in paragraph (b) of the definition of "US Dollar Equivalent".


 


"Obligations"
means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement and the other Loan
Documents.


 






    	Page 28



     


    




 


"Obligors"
means the Borrower and the Guarantors.











 


"Option A Lender"
means each Lender that has executed an Option A Refinancing Agreement.


 


"Option A Refinancing
Agreement" means the refinancing agreement entered into between KfW and any Lender pursuant to section 1.2.1 of the Terms
and Conditions, substantially in the form of Exhibit I hereto.


 


"Option B Interest
Make-Up Agreement" means an interest adjustment agreement entered into between KfW and any Lender pursuant to section
1.2.2 of the Terms and Conditions.


 


"Option B Lender"
means each Lender that has executed an Option B Interest Make-Up Agreement.


 


"Option Period"
is defined in Section 3.2.2(c).


 


"Organic Document"
means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation)
and its by-laws.


 


"Other ECA
Parties" means the facility agents acting on behalf of the creditors under any ECA Financing, whether existing on or after
the effectiveness of Amendment Number One (excluding the Facility Agent acting in any representative capacity in connection with
this Agreement).


 


"Other Guarantees"
means the guarantees issued, or to be issued, by any of the First Priority Guarantor, the Second Priority Guarantors, the Third
Priority Guarantor or any New Guarantor in favour of any Other ECA Party; provided that any Other Guarantee issued by (a) the
First Priority Guarantor shall be pari passu in right of payment with the First Priority Guarantee, (b) any Second Priority
Guarantor shall be pari passu (or junior) in right of payment with the Second Priority Guarantee, (c) the Third Priority Guarantor
shall be pari passu (or junior) in right of payment with the Third Priority Guarantee and (d) any New Guarantor shall be pari
passu in right of payment with each Additional Guarantee issued by such New Guarantor.


 


"Other Senior
Parties" means each agent, trustee or other representative in respect of Bank Indebtedness or Credit Card Obligations.


 


"Pari Passu
Creditor" means with respect to any Group Member, any creditor under or in respect of any Indebtedness incurred by such
Group Member (including in respect of any ECA Financing) which is not, as at December 31, 2020, secured by a Lien over a Vessel
or which, at any time (whether pursuant to the operation of Section 7.1.9(d) or otherwise), shares in the same security
and/or guarantee package as the Lenders.


 


"Participant"
is defined in Section 11.11.2.


 


"Percentage"
means, relative to any Lender, the percentage set forth in Exhibit A-1 or as set out in an FEC Transfer Certificate, a
Transfer Certificate or in the applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time
pursuant to 


 






    	Page 29



     


    




 


Section 4.8 or pursuant to a Transfer Certificate or Lender Assignment Agreement(s) executed by such
Lender and its Transferee Lender(s) or Assignee Lender(s) and delivered pursuant to Section 11.11.1.


 


"Permitted
Refinancing" means, in respect of any Indebtedness or commitments, any amendment, restatement, extension, renewal, refinancing
or replacement that does not increase the aggregate principal amount of such Indebtedness or commitments outstanding at the time
of such Permitted Refinancing other than by the amount of unpaid accrued interest and premium thereon and underwriting discounts,
fees, commissions and expenses associated with such amendment, restatement, supplement, refinancing or other modification.


 


"Person"
means any natural person, corporation, limited liability company, partnership, firm, association, trust, government, governmental
agency or any other entity, whether acting in an individual, fiduciary or other capacity.


 


"Pledge Agreement"
means the pledge agreement in respect of the Pledged Accounts substantially in the form set out in Exhibit E as amended to
take into account only the changes necessary to reflect the applicable governing law (as determined by the location of the Pledged
Accounts) and any other specific and reasonable requirements of the account bank with whom the Pledged Accounts are held and approved
by the Facility Agent (acting on the instructions of the Majority Lenders).


 


"Pledged Accounts"
means the EUR Pledged Account and the Dollar Pledged Account and "Pledged Account" means either of them.


 


"Poseidon
Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance
portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation
or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.


 


"Premium Measurement
Date" means the date falling thirty (30) days prior to the expected Disbursement Date.


 


"Prepayment
Event" is defined in Section 9.1.


 


"Pricing Grid"
means the pricing grid for calculation of the Finnvera Premium and, if applicable, the Finnvera Balancing Premium set forth in
Exhibit D.


 


"Principal
Subsidiary" means any Subsidiary of the Borrower that owns a Vessel.


 


"Principles"
means the document titled "Cruise Debt Holiday Principles" and dated March 26, 2020 in the form of Exhibit K
hereto which sets out certain key principles and parameters relating to, amongst other things, the temporary suspension of repayments
of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to Hermes-covered
loan agreements such as this Agreement and similar principles introduced by Finnvera and being applicable to Finnvera-covered loan
agreements such as this Agreement.


 






    	Page 30



     


    




 


"Purchase Price"
means, with respect to any Vessel, the book value of such Vessel at the time initially acquired by a Principal Subsidiary.











 


"Purchased
Vessel" is defined in the preamble.


 


"Recovered
Amount" is defined in Section 4.9.1.


 


"Recovering
Lender" is defined Section 4.9.1.


 


"Redistributed
Amount" is defined Section 4.9.4.


 


"Reduction
Notice" is defined in Section 2.2(a).


 


"Reference
Banks" means those minimum of three banks designated as Reference Banks by the Facility Agent from time to time that are
reasonably acceptable to the Borrower, and each additional Reference Bank and/or each replacement Reference Bank appointed by the
Facility Agent pursuant to Section 3.3.6.


 


"Reference
Bank Rate" means the rate per annum certified by the Facility Agent to be the average of the rates quoted by the Reference
Banks as the rate at which each of the Reference Banks was (or would have been) offered deposits of Dollars by prime banks in the
London interbank market in an amount approximately equal to the amount of the Floating Rate Loan and for a period the length of
the relevant Interest Period (or for such other period as shall be agreed by the Borrower and the Facility Agent with the consent
of the Majority Lenders).


 


"Register"
is defined in Section 11.11.3.


 


"Reinvestment
Rate" means a rate equal to the estimated yield in dollars on debt certificates issued by the Republic of Finland for
the period referred to in Section 4.4.1(A)b as determined by FEC.


 


"Repayment
Date" means each of the dates for payment of the repayment instalments of the Loan pursuant to Section 3.1.


 


"Required Lenders"
means, at any time, Lenders that in the aggregate, hold more than 50% of the aggregate unpaid principal amount of the Loan or,
if no such principal amount is then outstanding, Lenders that in the aggregate have more than 50% of the Commitments


 


"Residual Risk
Guarantee" means each agreement entitled "On-demand Guarantee" entered into (including by means of being a replacement
for an existing "On-demand Guarantee" or by way of transfer or accession or otherwise) by a Residual Risk Guarantor in
favour of Finnvera in form and substance satisfactory to Finnvera as a condition to the effectiveness of the Finnvera Guarantee.


 


"Residual Risk
Guarantee Fee" means the residual risk guarantee fee as set out in the relevant Fee Letter.


 






    	Page 31



     


    




 


"Residual Risk
Guarantee Proportion" means, in relation to a Residual Risk Guarantor, the proportion (expressed as a percentage) borne
by that Residual Risk Guarantor's commitment under its Residual Risk Guarantee (expressed as a percentage) to the aggregate of
the commitments of the Residual Risk Guarantors' commitment under the Residual Risk Guarantees (expressed as a percentage).








 


"Residual Risk
Guarantor" means the Initial Residual Risk Guarantor and each Lender that becomes a party to this Agreement pursuant to
Section 11.11.1 (excluding FEC) and which has entered into or acceded to (as the case may be) a Residual Risk Guarantee.


 


"Restricted
Credit Enhancement" means any Group Member Guarantee, Lien or other security or other similar or analogous credit support
arrangement granted by a Group Member in respect of any Indebtedness of a Group Member.


 


"Restricted
Loan Arrangement" means any loan or credit (including any seller's credit granted in connection with the sale of a Vessel
or other assets (and providing that any such sale complies with the provisions of Section 9.1.12(c))) made available by a
Group Member to any Person but excluding any such loan or credit that is provided:


 


		(a)	to another Group Member:



 


		(b)	to a Person in respect of which the Borrower or any Subsidiary holds Equity Interests;



 


		(c)	in circumstances where the relevant credit is a seller's credit granted by that Group Member in
the ordinary course of industry business and consistent with past practice; or



 


		(d)	in circumstances where the relevant credit is otherwise in the ordinary course of business and/or
consistent with past practice (it being agreed that any loans provided by the Group to its travel agents, vendors or customers
to assist the Group during the crisis and/or recovery will be considered in the ordinary course of business) and where the aggregate
amount of such credit referred to in this paragraph (d) does not exceed $100,000,000 (or its equivalent in any other currency)
at any relevant time,



 


provided that no Group Member shall be
permitted to make or grant any new loan or other credit (or make any further advances in respect of any existing loan or other
credit) of any kind to any Person at any time where an Event of Default or a Prepayment Event has occurred and is continuing. It
is agreed that for the purpose of this definition "credit" shall not include any short term trade and/or operational
receivables owing to a Group Member by a Person who is not a Group Member and which are created or arise in the ordinary course
of business.


 


"Restricted
Payments" means any dividend or other distribution (whether in cash, securities or other property (other than Equity
Interests)), with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other
property (other than Equity Interests)), including any sinking fund or similar deposit, on account of the purchase, 


 









    	Page 32



     


    







 


redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower.


 


"Restricted
Voluntary Prepayment" means, in respect of any Indebtedness for borrowed money of any Group Member, the relevant Group
Member elects to prepay, repay or redeem that Indebtedness prior to its scheduled maturity date other than:


 


		(a)	any Indebtedness incurred (i) prior to March 1, 2020 or (ii) between March 1,
2020 and December 31, 2022 (but for this purpose excluding Indebtedness incurred pursuant to an ECA Financing) and whether
pursuant to an amendment and extension of the agreements evidencing such Indebtedness and/or using proceeds raised by any Group
Member in connection with any issuance of capital (whether in the form of Indebtedness for borrowed money, equity or otherwise
but, in the case of any Indebtedness, subject to that Indebtedness being incurred in compliance with the carve-out provision set
out in paragraph (c) of the definition of Debt Incurrence) or pursuant to the exercise of the equity claw feature in the Secured
Note Indenture;



 


		(b)	pursuant to a voluntary repayment under a revolving credit facility that does not result in the
permanent reduction of the relevant revolving credit commitments under that revolving credit facility; and/or



 


		(c)	where such prepayment, repayment or redemption is made solely for the purpose of avoiding an event
of default or acceleration under the terms of the facility agreement in respect of the relevant Indebtedness,



 


and provided that in the case of each of
paragraph (a) to (c) above, in no circumstances shall a Group Member apply excess cash in prepayment, repayment or redemption
of any such Indebtedness under any 'cash sweep' mechanism or similar prepayment provision (and if excess cash is used in this manner
in connection with any such prepayment, repayment or redemption the carve out above shall not apply).


 


"S&P"
means Standard & Poor's Financial Services LLC, a wholly-owned subsidiary of The McGraw Hill Financial Inc.


 


"Sanctioned
Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.


 


"Sanctioned
Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United
Nations Security Council, the European Union or any European Union member state, or any person owned or controlled by any such
Person or Persons, or (b) any Person operating or organised in a Sanctioned Country.


 


"Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the
U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
or 


 









    	Page 33



     


    







 


the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union
member state or Her Majesty's Treasury of the United Kingdom.


 


"Scheduled
Unavailability Date" means, where the administrator of the Screen Rate or a governmental authority having jurisdiction
over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be
made available or used for determining the interest rate of loans, that specific date.


 


"Screen Rate"
means the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over
the administration of such rate) for Dollars for a period equal in length to six months (or for such other period as shall be agreed
by the Borrower and the Facility Agent with the consent of the Majority Lenders) which appears on pages LIBOR01 or LIBOR02
of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).


 


"Screen Rate
Replacement Event" means:


 


(a)            if
the Facility Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders
notify the Facility Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or Majority Lenders
(as applicable) have determined, that;


 


(i)            adequate
and reasonable means do not exist for ascertaining the LIBO Rate for any requested interest period, including, without limitation,
because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)            a
Scheduled Unavailability Date has occurred; or


 


(iii)            syndicated
loans currently being executed, or that include language similar to that contained in this definition, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate; or


 


(b)            in
the opinion of the Facility Agent and the Borrower, that Screen Rate is no longer appropriate for the purposes of calculating interest
under this Agreement, including, but not limited to, as a result of (A) a substantial change in the economic characteristics
or method of calculation of the Screen Rate, (B) any withdrawal of the administrator's right to publish the Screen Rate
or (C) any prohibition for financial institutions to use the Screen Rate.


 


"SEC"
means the United States Securities and Exchange Commission and any successor thereto.


 


"Second Fee"
is defined in Section 11.13(c)(ii).


 


"Second Finnvera
Guarantee" means, if applicable, the guarantee in relation to 95% of the Finnvera Balancing Loan issued or to be issued
by Finnvera in favour of the Guarantee Holder in the form set out in Exhibit H-2.


 






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"Second Priority
Assets" means the Vessels known on the date Amendment Number One becomes effective as or that sailed under the name (i) Azamara
Quest, (ii) Azamara Pursuit, (iii) Azamara Journey, (iv) Celebrity Edge, (v) Celebrity Apex, (vi) Celebrity
Flora, (vii) Celebrity Xpedition, (viii) Celebrity Xperience, (ix) Celebrity Xploration, (x) Monarch, (xi) Horizon
and (xii) Sovereign (it being understood that such Vessels shall remain "Second Priority Assets" regardless of any
change in name or ownership after such date).


 


"Second Priority
Guarantee" means the second priority guarantee granted by the Second Priority Guarantors on or prior to the Amendment
Effective Date (as defined in Amendment Number One) (and any other second priority guarantee granted by a Second Priority Holdco
Subsidiary in connection with becoming a Second Priority Guarantor) in favour of the Facility Agent for the benefit of the Agents
and the Lenders, in each case substantially in the form attached hereto as Exhibit N.


 


"Second
Priority Guarantors" means RCL Cruise Holdings LLC, Torcatt Enterprises Limitada, RCL Holdings Cooperatief UA,
RCL Cruises Ltd and RCL Investments Ltd (and any of their respective successors) and any other Second Priority Holdco Subsidiary
that has granted or, prior to that entity becoming a Second Priority Holdco Subsidiary pursuant to a Disposal of a Second Priority
Asset in accordance with Section 7.2.5(b)(iii)(A), will grant a Second Priority Guarantee.


 


"Second Priority
Holdco Subsidiaries" means (a) RCL Cruises Ltd. or any other Subsidiaries of the Borrower that directly own all of
the Equity Interests in (i) RCL TUI Cruises German Verwaltungs GmbH and (ii) RCL TUI Cruises German Holding GmbH &
Co. KG and (b) one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued by any other
Subsidiary of the Borrower that owns any Second Priority Asset. For the avoidance of doubt, Second Priority Holdco Subsidiaries
shall not include any Principal Subsidiary.


 


"Second
Priority Release Event" means the occurrence of any event or other circumstance that results in either (x) 80% of
the aggregate principal amount of Bank Indebtedness outstanding as of the effectiveness of Amendment Number One (being $5,300,000,000
(and 80% of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Secured Note Indebtedness outstanding
as of the effectiveness of Amendment Number One (being $3,320,000,000):


 


		(a)	no longer remaining outstanding (whether as a result of repayment, redemption or otherwise (but
excluding in connection with any enforcement action taken by the relevant creditors in respect of that Indebtedness)); and



 


		(b)	not having been refinanced (whether initially or through subsequent refinancings) with Indebtedness
that is (i) secured by a Lien or (ii) incurred or guaranteed by any one or more Subsidiaries of the Borrower,



 


and which, in the case
of (y) above, has resulted in the release of (or will result in the substantially simultaneous release of) each guarantee
granted by the Second Priority Guarantors in respect of the Bank Indebtedness.


 






    	Page 35



     


    




 


Notwithstanding the foregoing, a Second
Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any
ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise). For the avoidance of doubt, if a Second Priority Release Event would have occurred but for
the continuance of the payment default described above, then a Second Priority Release Event will occur immediately upon that payment
default being remedied.





 


"Secured Note
Indebtedness" means the Borrower's Indebtedness under the Secured Note Indenture.


 


"Secured Note
Indenture" means that certain Indenture, dated as of May 19, 2020 (as amended, supplemented, extended, refinanced,
replaced and/or otherwise modified from time to time), in respect of the $1,000,000,000 10.875% senior secured notes due 2023 and
$2,320,000,000 11.50% senior secured notes due 2025, by and among the Borrower, as issuer, the guarantors party thereto from time
to time, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee and as security agent.


 


"Senior Debt
Rating" means, as of any date, (a) the implied senior debt rating of the Borrower for debt pari passu in right of
payment and in right of collateral security with the Obligations as given by Moody's and S&P or (b) in the event the Borrower
receives an actual unsecured senior debt rating (apart from an implied rating) from Moody's and/or S&P, such actual rating
or ratings, as the case may be (and in such case the Senior Debt Rating shall not be determined by reference to any implied senior
debt rating from either agency). For purposes of the foregoing, (i) if only one of S&P and Moody's shall have in effect
a Senior Debt Rating, the Finnvera Premium or the Finnvera Balancing Premium, as applicable, shall be determined by reference to
the available rating; (ii) if neither S&P nor Moody's shall have in effect a Senior Debt Rating, the Finnvera Premium
or the Finnvera Balancing Premium, as applicable, will be set in accordance with Level 4 of the Pricing Grid, unless (A) the
Borrower has obtained from at least one of such agencies a private implied rating for its senior debt as of the Premium Measurement
Date or (B) having failed to obtain such private rating as of the Premium Measurement Date, the Borrower and Finnvera shall
have agreed within 10-days of the Premium Measurement Date on an alternative rating method, which agreed alternative shall apply
for the purposes of this Agreement; (iii) if the ratings established by S&P and Moody's shall fall within different levels,
the Applicable Premium Rate shall be based upon the higher rating unless such ratings differ by two or more levels, in which case
the applicable level will be deemed to be one level below the higher of such levels; and (iv) if S&P or Moody's shall
change the basis on which ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody's, as
the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be.


 


"Senior Guarantee"
means any guarantee by a New Guarantor of Indebtedness incurred by the Borrower or any of its Subsidiaries after the effectiveness
of Amendment Number One; provided that the aggregate principal amount of Indebtedness guaranteed under any Senior Guarantee shall
in no case exceed 10.0% of the Purchase Price of the relevant Vessel owned by the Principal Subsidiary of such New Guarantor that
acquired such Vessel.


 






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"Senior Parties"
means each agent, trustee or other representative in respect of Unsecured Note Indebtedness or DDTL Indebtedness.





 


"Sharing Lenders"
is defined in Section 4.9.2.


 


"Sharing Payment"
is defined in Section 4.9.1.


 


"Statement
of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and
6.7 of Annex VI.


 


"Stockholders'
Equity" means, as at any date, the Borrower's stockholders' equity on such date, excluding Accumulated Other Comprehensive
Income (Loss), determined in accordance with GAAP, provided that any non-cash charge to Stockholders' Equity resulting (directly
or indirectly) from a change after the Effective Date in GAAP or in the interpretation thereof shall be disregarded in the computation
of Stockholders' Equity such that the amount of any reduction thereof resulting from such change shall be added back to Stockholders'
Equity.


 


"Subordination
Agreement" means any subordination agreement with respect to the Second Priority Guarantee or the Third Priority Guarantee
executed by the Facility Agent and any of the Senior Parties or Other Senior Parties.


 


"Subsidiary"
means, with respect to any Person, any corporation of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.


 


"Terms and
Conditions" means the general terms and conditions for CIRR Interest Make-Up for Ship Financing dated 11 October 2019.


 


"Third Priority
Assets" means the Vessels known on the date Amendment Number One becomes effective as (i) Symphony of the Seas, (ii) Oasis
of the Seas, (iii) Harmony of the Seas, (iv) Spectrum of the Seas, (v) Quantum of the Seas, (vi) Ovation of
the Seas and (vii) Anthem of the Seas (it being understood that such Vessels shall remain "Third Priority Assets"
regardless of any change in name or ownership after the such date).


 


"Third Priority
Guarantee" means the third priority guarantee granted by RCI Holdings LLC on or prior to the Amendment Effective Date
(as defined in Amendment Number One) (and any other third priority guarantee granted by a Third Priority Holdco Subsidiary in connection
with becoming a Third Priority Guarantor) in favour of the Facility Agent for the benefit of the Agents and the Lenders, in each
case substantially in the form attached hereto as Exhibit O.


 


"Third Priority
Guarantor" means RCI Holdings LLC (and any of its successors) and any other Third Priority Holdco Subsidiary that has
granted or, prior to that entity becoming a Third Priority Holdco Subsidiary pursuant to a Disposal of a Third Priority Asset in
accordance with Section 7.2.5(c)(iii)(A), will grant a Third Priority Guarantee.


 






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"Third Priority
Holdco Subsidiaries" means one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued
by any other Subsidiary of the Borrower that owns any Third Priority Asset.








 


"Third Priority
Release Event" means the occurrence of any event or other circumstance that results in either (x) 80% of the aggregate
principal amount of Bank Indebtedness outstanding as of the effectiveness of Amendment Number One (being $5,300,000,000 (and 80%
of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Unsecured Note Indebtedness and the DDTL Indebtedness
outstanding as of the effectiveness of Amendment Number One (being, in aggregate, $1,700,000,000):


 


		(a)	no longer remaining outstanding (whether as a result of repayment, redemption or otherwise (but
excluding in connection with any enforcement action taken by the relevant creditors in respect of that Indebtedness)); and



 


		(b)	not having been refinanced (whether initially or through subsequent refinancings) with Indebtedness
that is (i) secured by a Lien or (ii) incurred or guaranteed by any one or more Subsidiaries of the Borrower,



 


and which, in the case
of (y) above, has resulted in the release of (or will result in the substantially simultaneous release of) each guarantee
granted by the Third Priority Guarantor in respect of the Unsecured Note Indebtedness, the DDTL Indebtedness and the Bank Indebtedness.


 


Notwithstanding the foregoing, a Third
Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any
ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise). For the avoidance of doubt, if a Third Priority Release Event would have occurred but for the
continuance of the payment default described above, then a Third Priority Release Event will occur immediately upon that payment
default being remedied.


 


"Transfer Certificate"
means a certificate substantially in the form of Exhibit F-2 or any other form agreed between the Facility Agent and the Borrower.


 


"Transferee
Lender" has the meaning given to it in Section 11.11.1 (A).


 


"Transferring
Lender" means the Initial Lender, and each other Person who becomes a Lender under this Agreement and accedes to or otherwise
enters into the FEC Supplemental Assignment Agreement.


 


"Unsecured
Note Indebtedness" means the Borrower's Indebtedness under the Unsecured Note Indenture.


 


"Unsecured
Note Indenture" means that certain Indenture, dated as of June 9, 2020 (as amended, supplemented, extended, refinanced,
replaced and/or otherwise modified from time to time) in respect of the $1,000,000,000 9.125% senior notes due 2023, by and among
the Borrower, as issuer, the guarantor party thereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee.


 






    	Page 38



     


    




 


"USA Patriot
Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act 2001, as amended.








 


"US Dollar
Equivalent" means:


 


		(a)	for all EUR amounts payable in respect of the Contract Price (excluding the portion thereof comprising
the NYC Allowance), the total of such EUR amounts converted to a corresponding Dollar amount as determined using the weighted average
rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the
purchase of the relevant amounts of EUR with Dollars for the payment of the instalments of the Contract Price (including the final
instalment payable on the Actual Delivery Date) and including in such weighted average the spot rates for any EUR amounts due that
have not been hedged by the Borrower (the "Weighted Average Rate");



 


		(b)	for all EUR amounts payable in respect of the NYC Allowance, the total of such EUR amounts converted
to a corresponding Dollar amount as determined using the USD-to-EUR rate used by the Borrower to convert the relevant USD amount
of the amount of the NYC Allowance into EUR for the purpose of the Builder invoicing the same to the Borrower in EUR in accordance
with the Construction Contract; and



 


		(c)	for the calculation and payment of the Hermes Fee in Dollars, the amount thereof in EUR converted
to a corresponding Dollar amount as determined by Hermes on the basis of the latest rate for the purchase of EUR with Dollars to
be published by the German Federal Ministry of Finance prior to the time that Hermes issues its invoice for the Hermes Fee.



 


Such rate of exchange
under (a) above (whether forward or spot) shall be evidenced by foreign exchange counterparty confirmations. The US Dollar
Maximum Loan Amount under (a) above shall be calculated by the Borrower in consultation with the Facility Agent no less than:


 


		(A)	eight Business Days prior to the Disbursement Date in the case of the FEC Loan; and



 


		(B)	two Business Days prior to the Disbursement
Date in the case of the Hermes Loan and, if applicable, the Finnvera Balancing Loan except that where the Borrower elects the KfW
Fixed Rate under Section 3.3.1(b) the US Dollar Equivalent shall be set at the same time as such KfW Fixed Rate.



 


Such rate of exchange
under (b) above shall be evidenced by the production prior to the Disbursement Date of the invoice from the Borrower to the
Builder in respect of the NYC Allowance, which invoice shall contain the USD/EUR exchange rate used for determining the EUR amount
of the NYC Allowance. The US Dollar Equivalent amount of the Hermes Fee shall be calculated by Hermes and notified by the Facility
Agent in writing to the Borrower as soon as practicable after Hermes issues its invoice therefor.


 


"US Dollar
Maximum Loan Amount" is defined in the preamble.


 






    	Page 39



     


    




 


"US Tax Obligor"
means the Borrower, to the extent that it is resident for tax purposes in the U.S.








 


"United States"
or "U.S." means the United States of America, its fifty States and the District of Columbia.


 


"Vessel"
means a passenger cruise vessel owned by a Group Member.


 


"Weighted Average
Rate" has the meaning given to it in paragraph (a) of the definition of the term "US Dollar Equivalent".


 


Section 1.2.
Use of Defined Terms


 


Unless otherwise defined
or the context otherwise requires, terms for which meanings are provided in this Agreement shall, when capitalised, have such meanings
when used in the Loan Request and each notice and other communication delivered from time to time in connection with this Agreement
or any other Loan Document.


 


Section 1.3.
Cross-References


 


Unless otherwise specified,
references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or
Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in
any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.


 


Section 1.4.
Accounting and Financial Determinations


 


Unless otherwise specified, all accounting
terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder
or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder
or thereunder shall be prepared, in accordance with United States generally accepted accounting principles ("GAAP")
consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower
elects to apply or is required to apply International Financial Reporting Standards ("IFRS") accounting principles
in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed
to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (i) any change in
GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case,
after the date of the first set of financial statements provided to the Facility Agent hereunder, there is a change in the manner
of determining any of the items referred to herein or therein that are to be determined by reference to GAAP, and the effect of
such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy
of the financial covenants contained in Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower
and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof
to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision
(or if the Facility Agent notifies the Borrower that the Majority Lenders request


 






    	Page 40



     


    

 


 



 


an amendment to any provision hereof for
such purpose), then such item shall for the purposes of Section 7.2.4 continue to be determined in accordance with GAAP relating
thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall
have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person
that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on 31 December 2018
(whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease
obligations for the purposes of this Agreement regardless of any change in GAAP on or following 31 December 2018 that would
otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capitalised leases
provided that for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting
treatment, or otherwise, shall for all purposes not be counted as Indebtedness, Capital Lease Obligations or Capitalised Lease
Liabilities.


 


Section 1.5.
Application of this Agreement to KfW IPEX as an Option A Lender


 


The Parties are aware that KfW IPEX will
not enter into an Option A Refinancing Agreement with KfW. However, for the purposes of this Agreement, KfW IPEX as lender will
be deemed to have entered into an Option A Refinancing Agreement with KfW. Consequently, any reference to an Option A Lender shall
include KfW IPEX and any reference to an Option A Refinancing Agreement shall include the Option A Refinancing Agreement deemed
to have been entered into by KfW IPEX.


 


Section 1.6.
Contractual Recognition of Bail-In


 


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


 


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


 


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


 


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


 


(iii)           a
cancellation of any such liability; and


 


(b)            a
variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such
liability.


 


In this Section 1.6:


 






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


 


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


 


"Bail-In Legislation"
means:


 


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


 


(b)          in
relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time
to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and


 


(c)          in
relation to the United Kingdom, the UK Bail-In Legislation.


 


"EEA Member
Country" means any Member State of the European Union, Iceland, Liechtenstein and Norway.


 


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


 


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


 


"UK Bail-In
Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other insolvency proceedings).


 


"Write-down
and Conversion Powers" means:


 


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


 


(b)            in
relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:


 


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


 






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


 


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


 


Article II

COMMITMENTS AND BORROWING PROCEDURES


 


Section 2.1.
Commitment


 


On the terms and subject to the conditions
of this Agreement (including Article V), each Lender severally agrees to make its portion of the Loan pursuant to its Commitment
described in this Section 2.1. No Lender's obligation to make its portion of the Loan shall be affected by any other Lender's
failure to make its portion of the Loan.


 


Section 2.1.1.
Commitment of FEC Lenders.


 


On the Disbursement
Date, each FEC Lender will make available to the Borrower (i) a loan in a maximum amount up to but not exceeding such FEC
Lender's FEC Tranche A Commitment and (ii) a loan in a maximum amount up to but not exceeding such FEC Lender's FEC Tranche
B Commitment.


 


Section 2.1.2.
Commitment of Hermes Lenders.


 


On the Disbursement
Date, each Hermes Lender will make available to the Borrower a loan in a maximum amount up to but not exceeding such Hermes Lender's
Hermes Commitment.


 


Section 2.1.3.
Commitment of Finnvera Balancing Lenders.


 


On the Disbursement
Date, if applicable, each Finnvera Balancing Lender will make available to the Borrower a loan in a maximum amount up to but not
exceeding such Finnvera Balancing Lender's Finnvera Balancing Commitment.


 


Section 2.1.4.
Commitment Termination Date.


 


Each Lender's Commitment
shall terminate on the earlier of (i) the Commitment Termination Date if the Purchased Vessel is not delivered to the Borrower
prior to such date and (ii) the Actual Delivery Date.


 






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Section 2.1.5.
Defaulting Lender.


 


If any Lender shall
default in its obligations under Section 2.1, the Facility Agent shall, at the request of the Borrower, use reasonable efforts
to assist the Borrower in finding a bank or financial institution acceptable to the Borrower to replace such Lender.


 


Section 2.1.6.
Reductions, increases and cancellations.


 


Unless expressly provided
to the contrary:


 


		(a)	any reduction, or cancellation of the FEC Tranche A Commitment shall adjust, reduce or cancel (as
applicable) each FEC Lender's respective FEC Tranche A Commitment pro rata according to the amount of its respective FEC
Tranche A Commitment immediately prior to such adjustment, reduction or cancellation;



 


		(b)	any reduction or cancellation of the FEC Tranche B Commitment shall adjust, reduce, increase or
cancel (as applicable) each FEC Lender's respective FEC Tranche B Commitment pro rata according to the amount of its respective
FEC Tranche B Commitment immediately prior to such adjustment, reduction or cancellation;



 


		(c)	any reduction or cancellation of the Hermes Commitment shall reduce or cancel (as applicable) each
Hermes Lender's respective Hermes Commitment pro rata according to the amount of its respective Hermes Commitment immediately
prior to such reduction or cancellation; and



 


		(d)	any increase, reduction or cancellation of Finnvera Balancing Commitment shall adjust, reduce or
cancel (as applicable) each Finnvera Balancing Lender's Finnvera Balancing Commitment pro rata according to the amount of
its respective Finnvera Balancing Commitment immediately prior to such adjustment, reduction or cancellation.



 


Section 2.2.
Voluntary Reduction of Commitments


 


		(a)	The Borrower may at any time prior to the date of a Loan Request terminate, or from time to time
partially reduce, the Commitments upon written notice to the Facility Agent setting forth the total amount of the reduction in
the Commitments (the "Reduction Notice"); provided that any such reduction shall be applied (i) pro rata
among the FEC Commitment Amount, the Hermes Commitment Amount and the Finnvera Balancing Commitment Amount determined immediately
prior to giving effect to such reduction (ii) as between the FEC Tranche A Commitment Amount and the FEC Tranche B Commitment
Amount, as directed by the Borrower in the Reduction Notice and (iii) as among each FEC Lender holding an FEC Tranche A Commitment,
pro rata according to the amount of its respective FEC Tranche A Commitment immediately prior to giving effect to such reduction,
(iv) as among each FEC Lender holding an FEC Tranche B Commitment, pro rata according to the amount of its respective FEC
Tranche B Commitment immediately prior to giving effect to such reduction, (v) as among each Hermes





 






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Lender holding a Hermes Commitment,
pro rata according to the amount of its respective Hermes Commitment immediately prior to giving effect to such reduction and (vi) as
among each Finnvera Balancing Lender holding a Finnvera Balancing Commitment, pro rata according to the amount of its respective
Finnvera Balancing Commitment immediately prior to giving effect to such reduction. The requested reduction shall be effective
two Business Days after the date of delivery of the Reduction Notice to the Facility Agent.


 


		(b)	Except as provided in Sections 2.2(c), 2.2(d) and 2.2(e) below, each voluntary reduction
in Commitments pursuant to this Section 2.2 shall be without premium or penalty.



 


		(c)	If a Reduction Notice is delivered by the Borrower to the Facility Agent on or prior to the Election
Date in relation to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, the Borrower shall not incur any liability
to make any payments pursuant to Section 4.4 or to incur any other indemnity or compensation obligation.  If a Reduction
Notice is delivered by the Borrower after the Election Date in relation to the Hermes Loan and, if applicable, the Finnvera Balancing
Loan, the Borrower shall either (i) pay such compensation to the relevant Hermes Lenders, Finnvera Balancing Lenders (if applicable)
and Fixed Rate Provider as required by, and in accordance with, Section 4.4 to the extent such Hermes Lender, Finnvera Balancing
Lender (if applicable) or Fixed Rate Provider incurs a loss as set out in Section 4.4 or (ii) with the prior written
consent of FEC as a Fixed Rate Provider, extend the Disbursement Date to a date that falls at least 65 days after the date the
Reduction Notice in relation to the Hermes Loan and, if applicable the Finnvera Balancing Loan was first delivered by the Borrower. 
In the event that the Borrower elects the option under the foregoing clause (ii), the Borrower shall deliver a Loan Request to
the Facility Agent in accordance with Section 2.5(a), and the proposed Disbursement Date set out in such Loan Request shall
be a date that falls at least 65 days after the date the Reduction Notice was first delivered by the Borrower.



 


		(d)	If, during the period commencing on the Effective Date and ending on the Disbursement Date, the
Borrower howsoever reduces the FEC Tranche A Commitment Amount, the Borrower shall pay such Break Costs as required by, and in
accordance with, Section 4.4.



 


		(e)	Where the Commitments are terminated or reduced pursuant to this Section 2.2, the Borrower
shall pay to the Facility Agent and the Lenders any fees and commissions that have accrued to but excluding the date of termination
or partial reduction (but, in the case of a partial reduction of Commitments, only in respect of the amount of the partial reduction).
Any such payment shall be made on the second (2nd) Business Day following receipt by the Borrower of an invoice setting forth the
accrued fees and commissions so payable.



 






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Section 2.3.
Notification of Hermes Documentary Requirements


 


		(a)	Promptly following its receipt of the Hermes Insurance Policy, the Facility Agent shall notify
the Borrower in writing (with a copy to the Builder) of the documentary requirements specified by Hermes in the letter from Hermes
and the letter from Hermes to the Hermes Agent detailing the Hermes Documentary Requirements (as defined below) in order for the
Hermes Insurance Policy to become effective in relation to any specified German Construction Contract Component from time to time
(the "Hermes Documentary Requirements").



 


		(b)	The Hermes Documentary Requirements as notified by the Facility Agent to the Borrower pursuant
to Section 2.3(a) shall constitute the definitive list of documents which are to be delivered to the Facility Agent pursuant
to Section 5.1.6(d).



 


Section 2.4.
Adjustment of Hermes Commitment Amount and Finnvera Balancing Commitment Amount.


 


		(a)	The Finnvera Balancing Commitment Amount may be increased from zero to an amount up to but not
exceeding the aggregate of the Maximum Balancing Amount subject to and in accordance with this Section 2.4 only. In order
to determine the Maximum Balancing Amount, from time to time, the Facility Agent shall request the German Builder (up to 4 weeks
before each German Content Review Date) to (a) confirm to the Facility Agent and the Borrower in writing the amount of the
Actual German Content Component which is known or confirmed at that time and that part of such Actual German Content Component
(if any) for which the Hermes Documentary Requirements can be satisfied and (b) provide copies of all the Hermes Documentary
Requirements which are then available for any or all of the confirmed Actual German Content Component. On each German Content Review
Date the Maximum Balancing Amount shall be reduced by the Eligible German Content Amount which is confirmed at that time provided
that the Facility Agent has received from the German Builder (in satisfactory form) the relevant Hermes Documentary Requirements
for such Eligible German Content Amount. On each German Content Review Date the Facility Agent shall calculate and confirm to each
of the Borrower and Finnvera in writing the Maximum Balancing Amount then available in accordance with this Agreement which amount
cannot be increased following each such confirmation.



 


		(b)	No later than five (5) Business Days after the Final German Content Notice Date, the Borrower
may, by written notice to the Facility Agent (the "Final German Content Notice"), elect without premium or penalty
to re-allocate a portion of the Hermes Commitment Amount to the Finnvera Balancing Commitment Amount in the event the German Construction
Contract Component at such time is expected to be less than EUR200,000,000 and/or there are any elements of the German Construction
Contract Component for which the Hermes Documentary Requirements have not been satisfied (and are unlikely to be satisfied by the
Final German Content Notice Date (or such later date in advance of the Contractual Delivery Date as the Borrower may agree with
the Builder and the Facility Agent)).





 






    Page 46 


     


    

 


Any such written notice shall be
accompanied by a letter from the German Builder regarding the then Actual German Content Component and the then current status
of the Hermes Documentary Requirements. The amount that may be re-allocated pursuant to this Section 2.4(b) shall not
exceed (a) 80% of the difference between EUR200,000,000 and the Eligible German Content Amount or (b) the Maximum Balancing
Amount then available.


 


		(c)	It is agreed that any partial deficiency in the fulfilment of the Hermes Documentary Requirements
relating to a part of the German Construction Contract Component shall not affect the validity of the Hermes Insurance Policy in
relation to the remaining German Construction Contract Component and shall not affect the Borrower's right to draw such portion
of the Hermes Commitment Amount upon the terms of this Agreement in relation to all those elements of the German Construction Contract
Component for which the Hermes Documentary Requirements have been met.



 


		(d)	In the circumstances set forth in this Section 2.4 only, the Finnvera Balancing Commitment
Amount (including any amount specified in Section 2.4(b)) shall be available to the Borrower under the terms of this Agreement.



 


		(e)	Section 2.1.6 shall apply to any adjustment of the Hermes Commitment Amount and/or the Finnvera
Balancing Commitment Amount under this Section 2.4.



 


		(f)	In the event the Facility Agent has not received the Final German Content Notice by the Final German
Content Notice Date or, if as of such Final German Content Notice Date, the Facility Agent has received written notice from the
Borrower (accompanied by a letter from the Builder) indicating that the German Construction Contract Component is equal to or greater
than EUR200,000,000 and that all Hermes Documentary Requirements can be met in relation to the German Construction Component, then
the Finnvera Balancing Commitment will be automatically cancelled without premium or penalty and will not be available for drawing.



 


Section 2.5.
Borrowing Procedure


 


		(a)	The Borrower shall deliver a Loan Request and the documents required to be delivered pursuant to
Section 5.1.1(a) to the Facility Agent as follows: (i) in relation to the FEC Loan on or before 10:00 a.m., London
time, not more than fifteen (15) or less than eight (8) Business Days in advance of the Disbursement Date and (ii) in
relation to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, on or before 10:00 a.m., London time, not more
than fifteen (15) or less than two (2) Business Days in advance of the Disbursement Date, in each case, the Disbursement Date
being not earlier than two (2) Business Days prior to the Expected Delivery Date (the "Loan Request Date").
Where there are two Loan Requests under (i) and (ii) above, the Disbursement Date shall be the same date in each Loan
Request. The Loan Request(s) shall indicate the amount of each of the FEC Tranche A Loan, FEC Tranche B Loan, Hermes Loan
and, if applicable, the





 






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Finnvera Balancing Loan that the
Borrower, in its discretion, elects to draw hereunder provided that:


 


		i.	the aggregate amount of FEC Tranche A Loan shall not exceed the FEC Tranche A Commitment Amount
as of the Loan Request Date;



 


		ii.	the aggregate amount of FEC Tranche B Loan shall not exceed the FEC Tranche B Commitment Amount
as of the Loan Request Date;



 


		iii.	the aggregate amount of Hermes Loan shall not exceed the Hermes Commitment Amount as of the Loan
Request Date;



 


		iv.	the aggregate amount of the Finnvera Balancing Loan shall not exceed the Finnvera Balancing Commitment
Amount as of the Loan Request Date;



 


		v.	the aggregate amount of the Loan shall not exceed the US Dollar Maximum Loan Amount; and



 


		vi.	each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing Loan is drawn
down on a pro rata basis.



 


		(b)	The Facility Agent shall, no later than 11:00 a.m., London time, eight (8) Business Days prior
to the Disbursement Date, notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its
attachments. On the terms and subject to the conditions of this Agreement, the Loan shall be made on the date specified in such
Loan Request provided that it is a Business Day. On or before 2:00 p.m., London time, on the Business Day specified in such
Loan Request, each Lender shall, without any set-off or counterclaim, deposit with the Facility Agent same day Dollar funds in
an amount equal to such Lender's Percentage of each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing
Loan requested by such Loan Request. Such deposit will be made to an account which the Facility Agent shall specify from time to
time by notice to the Lenders. To the extent funds are so received from the Lenders, the Facility Agent shall, without any set-off
or counterclaim, make such funds available to the Borrower on the Business Day specified in the Loan Request by wire transfer of
same day funds to the account or accounts the Borrower shall have specified in its Loan Request.



 


		(c)	The Borrower shall be entitled, upon receipt of the Dollar funds into the account referred to in
Section 2.5(b) above, (i) to complete the purchase of EUR with its counterparties or otherwise as set out in the
Loan Request (by authorising and instructing the Facility Agent to remit the necessary Dollar funds to the said counterparties)
and shall procure the payment of all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day
immediately following the Business Day specified in the Loan Request and (ii) to the extent of any such Dollar funds as shall
not be used to purchase EUR, shall





 






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procure (by authorising and instructing
the Facility Agent accordingly) the payment of such Dollar funds to the Dollar Pledged Account on the Disbursement Date.


 


		(d)	The Facility Agent shall direct that moneys standing to the credit of the Pledged Accounts shall,
in the manner set out in the Loan Request and in accordance with the requirements and provisions of the Pledge Agreement, be disbursed
as follows on the dates specified below:



 


		(i)	on the Actual Delivery Date, in EUR, to the account of the Builder, as designated by the Builder
and identified by the Borrower in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price
(including any portion thereof attributable to the NYC Allowance) provided that the Hermes Loan shall only finance up to the lesser
of EUR160,000,000 and 80% of the German Construction Contract Component, with the FEC Tranche A Loan, FEC Tranche B Loan and, if
applicable, the Finnvera Balancing Loan financing the balance of the final instalment;



 


		(ii)	on the Disbursement Date, in Dollars to Finnvera in or towards payment of the Finnvera Premium
and, if applicable, the Finnvera Balancing Premium provided that the relevant portion of the FEC Tranche B Loan shall only finance
the Finnvera Premium and, if applicable, the relevant portion of the Finnvera Balancing Loan shall only finance the Finnvera Balancing
Premium; and



 


		(iii)	on the Actual Delivery Date, in Dollars (based on the spot rate of exchange specified in the invoice
issued by Hermes prior to the Actual Delivery Date) (a) to Hermes in payment of the Second Fee; and (b) to the account
of the Borrower, as designated by the Borrower and identified by the Borrower in the Loan Request, in reimbursement of the First
Fee and in respect of any additional amounts standing to the Dollar Pledged Account as of the date of such disbursement provided
that the relevant portion of the Hermes Loan shall only finance payment of such First Fee and Second Fee.



 


Section 2.6.
Funding


 


Each Lender may, if
it so elects, fulfil its obligation to make or continue its portion of the Loan hereunder by causing a branch or Affiliate (or
an international banking facility created by such Lender) other than that indicated next to its signature to this Agreement or,
as the case may be, in the relevant Transfer Certificate or Lender Assignment Agreement, to make or maintain such portion of the
Loan; provided that such portion of the Loan shall nonetheless be deemed to have been made and to be held by such Lender,
and the obligation of the Borrower to repay such portion of the Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility; provided, further, that the Borrower shall not be required
to pay any amount under Section 4.3, 4.4, 4.5 and 4.6 that is greater than the amount


 






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which it would have been required to pay
had the Lender not caused such branch or Affiliate (or international banking facility) to make or maintain such portion of the
Loan.


 


Article III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


 


Section 3.1.
Repayments and prepayment consequent upon reduction in Contract Price


 


		(a)	Subject to Section 3.1(b), the Borrower shall repay the Loan in 24 equal semi-annual instalments,
with the first instalment to fall due on the date falling six (6) months after the Disbursement Date and the final instalment
to fall due on the date of Final Maturity.



 


		(b)	If, on the Actual Delivery Date, the outstanding principal amount of the Loan exceeds the US Dollar
Maximum Loan Amount (as a result of a reduction in the Contract Price after the Disbursement Date and before the delivery of the
Purchased Vessel), the Borrower shall prepay the Loan in an amount equal to such excess within two (2) Business Days after
the Actual Delivery Date. Any such partial prepayment shall be applied on a pro rata basis across each of the FEC Loan, the Hermes
Loan and, if applicable, the Finnvera Balancing Loan provided that the Borrower may direct how such pro rata prepayment
shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan.



 


		(c)	No amount repaid or prepaid by the Borrower pursuant to this Section 3.1 may be re-borrowed
under the terms of this Agreement.



 


Section 3.2.
Prepayment


 


Section 3.2.1.
Voluntary Prepayment


 


The Borrower:


 


		(a)	may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of
the outstanding principal amount of the Loan; provided that:



 


		(i)	all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement
Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business
Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior
written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied
in prepayment of a Fixed Rate Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on
the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility
Agent; and



 


		(ii)	all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and
a multiple of $1,000,000 (or in the remaining





 






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amount of the Loan) and shall
be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments;
provided, however, that any such partial prepayment shall be applied on a pro rata basis across each of the FEC Loan, the Hermes
Loan and, if applicable, the Finnvera Balancing Loan and provided further that the Borrower may direct how such pro rata
prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan.


 


Section 3.2.2.
Illegality


 


		(a)	If, by reason of a Change in Law, it becomes unlawful under any applicable law (i) for a Lender
to be subject to a commitment to make available to the Borrower such Lender's portion of the FEC Loan and/or Hermes Loan and/or
Finnvera Balancing Loan, if applicable, (ii) for a Lender to make or hold its portion of the FEC Loan and/or Hermes Loan and/or
Finnvera Balancing Loan, if applicable, in its Lending Office, (iii) for a Lender to receive a payment under this Agreement
or any other Loan Document or (iv) for a Lender to comply with any other material provision of, or to perform its obligations
as contemplated by, this Agreement or any other Loan Document, the Lender affected by such Change in Law may give written notice
(the "Illegality Notice") to the Borrower and the Facility Agent of such Change in Law, including reasonable details
of the relevant Change of Law and specifying which, if not all, of its Commitment (the "Affected Commitment")
and portion of the Loan (the "Affected Loan") is affected by such Change in Law. Any Illegality Notice must be
given by a Lender no later than 120 days after such Lender first obtains actual knowledge or written notice of the relevant Change
in Law.



 


		(b)	If an affected Lender delivers an Illegality Notice prior to the Disbursement Date, then, subject
to Section 11.20, (1) while the arrangements contemplated by the following clause (2) have not yet been completed
and the Affected Commitment of such Lender has not been formally cancelled, such Lender shall not be obliged to fund its Affected
Commitment and (2) the Borrower shall be entitled at any time within 50 days after receipt of such Illegality Notice to replace
such Lender with another Lender hereunder or one or more other financial institutions (I) reasonably acceptable to the Facility
Agent, (II) acceptable to each of Finnvera (in respect of the FEC Loan and, if applicable, the Finnvera Balancing Loan) and/or
Hermes (in respect of the Hermes Loan) (as applicable), (III) meeting the criteria set out at section 2.2 of the Terms and
Conditions (in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (IV) in the case of replacement
of an Option A Lender, reasonably acceptable to KfW provided that any such assignment or transfer shall be either (x) in the
case of a single assignment or transfer, an assignment or transfer of all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Commitment or (y) in the case of more than one assignment or transfer,
an assignment or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer
or other such assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Commitment. If, at the end of such 50-day





 






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period, the Borrower has not so
replaced such affected Lender as aforesaid and no alternative arrangements have been implemented pursuant to Section 11.20,
the Affected Commitment held by such Lender shall be cancelled.


 


		(c)	Subject to Proviso (a) in Section 9.2, if an affected Lender delivers an Illegality Notice
on or following the Disbursement Date, then the Borrower shall have the right, but not the obligation, exercisable at any time
within 50 days after receipt of such Illegality Notice (the "Option Period"), either (1) to prepay the portion
of the Affected Loan held by such Lender in full on or before the expiry of the Option Period, together with all unpaid interest
and fees thereon accrued to but excluding the date of such prepayment, or (2) to replace such Lender on or before the expiry
of the Option Period with another Lender hereunder or one or more other financial institutions (I) reasonably acceptable to
the Facility Agent, (II) acceptable to Finnvera (in respect of the FEC Loan and, if applicable, the Finnvera Balancing Loan)
and/or Hermes (in respect of the Hermes Loan) (as applicable), (III) meeting the criteria set out in section 2.2 of the Terms
and Conditions (in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (IV) in the case of replacement
of an Option A Lender, reasonably acceptable to KfW; provided that (x) in the case of a single assignment or transfer, any
such assignment or transfer shall be either an assignment or transfer of all of the rights and obligations of the assigning or
transferring Lender under this Agreement with respect to the Affected Loan or, in the case of more than one assignment or transfer,
an assignment or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer
or other such assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Loan and (y) no Lender shall be obliged to make any such assignment
or transfer as a result of an election by the Borrower pursuant to this Section 3.2.2(c) unless and until such Lender
shall have received one or more payments from one or more Assignee Lenders, Transferee Lenders and/or the Borrower in an aggregate
amount at least equal to the portion of the Affected Loan held by such Lender, together with all unpaid interest and fees thereon
accrued to but excluding the date of such assignment or transfer (and all other amounts (including, without limitation, Break Costs)
then owing to such Lender under this Agreement with respect to the Affected Loan).



 


Section 3.2.3.
Prepayment requirements


 


Each prepayment of
the Loan made pursuant to this Section 3.2 shall be without premium or penalty, except as may be required by Section 4.4.
No amounts prepaid by the Borrower may be re-borrowed under the terms of this Agreement.


 


Section 3.3.
Interest Provisions


 


Interest on the outstanding
principal amount of the Loan shall accrue and be payable in accordance with this Section 3.3.


 






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Section 3.3.1.
Rates


 


		(a)	The Loan shall accrue interest from the Disbursement Date to the date of repayment or prepayment
of the Loan in full to the Lenders as follows:



 


		(i)	on the FEC Tranche A Loan at the FEC CIRR Rate subject to any FEC Conversion in which case interest
shall accrue on the FEC Tranche A Loan at the FEC Tranche A Floating Rate with effect from the date set forth in Section 3.3.3(b) or
Section 3.3.3(c), as applicable; and



 


		(ii)	on the FEC Tranche B Loan at the applicable Floating Rate; and



 


		(iii)	on each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the KfW Standard
Fixed Rate or, if an election is made under section 3.3.1(b), at the KfW Fixed Rate, subject in each case to any election made
by the Borrower to elect the applicable Floating Rate pursuant Section 3.3.2(b) or any conversion of any portion of the
Hermes Loan and, if applicable, the Finnvera Balancing Loan held by a Lender to a Floating Rate Loan upon termination of the KfW
CIRR Agreement to which such Lender is a party in accordance with Section 3.3.2(e) in which case the Hermes Loan and,
if applicable, the Finnvera Balancing Loan shall each accrue interest at the applicable Floating Rate.



 


Interest
calculated at the applicable Fixed Rate, the applicable Floating Rate or the FEC Tranche A Floating Rate (as the case may be) shall
be payable semi-annually in arrears on each Repayment Date. The Loan shall bear interest for each Interest Period, from and including
the first day of such Interest Period up to but excluding the last day of such Interest Period, at the interest rate determined
as applicable to the Loan for such Interest Period and Interest Periods shall be for a duration of six months. All interest shall
be calculated on the basis of the actual number of days elapsed over a year comprised of 360 days.


 


		(b)	(i)	By written notice to the Facility Agent delivered on or before the Election Date, the Borrower
may, subject to the prior administrative approval of KfW acting on the instructions of the Federal Republic of Germany, elect,
without incurring any liability to make any payments pursuant to Section 4.4 or any other indemnity or compensation obligation,
to pay interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the percentage rate per annum (the "KfW
Fixed Rate") equal to the aggregate of:



 


		(A)	the weighted average rate of interest (and having regard to the Percentage of the Hermes Commitment
and, if applicable, the Finnvera Balancing Commitment of each Lender) at which KfW (on behalf of each Option A Lender) and each
Option B Lender is able to hedge its respective cost of funding and payment profile of the Hermes Loan and, if applicable, the
Finnvera Balancing Loan (and on the basis that the hedging by KfW shall be required to be approved by the Federal Republic of Germany),
but





 






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which rate of interest shall,
for this purpose, be neither a rate which is (1) lower than the KfW CIRR Floor or (2) higher than the KfW CIRR Cap; and


 


		(B)	the KfW Fixed Rate Margin.



 


		(ii)	The hedging costs used to determine the KfW Fixed Rate shall be determined in the good faith discretion
of KfW (on behalf of each Option A Lender) and each Option B Lender. Where the Borrower makes an election to pay interest on the
Hermes Loan and, if applicable, the Finnvera Balancing Loan at the KfW Fixed Rate it shall no longer be entitled to make an election
under Section 3.3.2(b).



 


		(iii)	In connection with the option to elect the KfW Fixed Rate set out above, at any time on or before
the Election Date, the Borrower shall be entitled to consult with the Facility Agent and request that the Facility Agent obtains
indicative quotes of the KfW Fixed Rate at or around the time of any such request and such indicative quotes (based on the relevant
information provided by KfW and each Option B Lender) shall be forwarded by the Facility Agent to the Borrower. Each Option B Lender
agrees to provide to the Facility Agent and KfW, promptly upon request, sufficient information and indicative rates of interest
in relation to its hedging arrangements contemplated by Section 3.3.1(b) to enable the indicative KfW Fixed Rate to be
provided to the Borrower pursuant to Section 3.3.1(b).



 


		(c)	If, on or before the Election Date, the Borrower has neither elected the KfW Fixed Rate in accordance
with Section 3.3.1(b) nor the applicable Floating Rate in accordance with Section 3.3.2(b) for the Hermes Loan
and, if applicable, the Finnvera Balancing Loan, then it is acknowledged and agreed that on the date falling 64 days prior to the
actual Disbursement Date (or, if such date is not a Business Day, the next Business Day following that date), that the KfW CIRR
Cap shall be set as the KfW CIRR Rate for the purpose of the Fixed Rate applicable to each of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan.



 


Section 3.3.2.
Conversion to Floating Rate


 


(a)            The
Borrower shall only be obliged to make any indemnity or compensation payment to any Lender in connection with any conversion of
the FEC Tranche A Loan from the FEC CIRR Rate to the FEC Tranche A Floating Rate following an FEC Conversion pursuant to Section 3.3.3
and in the circumstances set out in Section 3.3.3(b) and (c) below.


 


(b)            At
any time prior to the Disbursement Date, and provided that the Borrower has not elected the KfW Fixed Rate pursuant to Section 3.3.1(b),
the Borrower may elect to pay interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the applicable Floating
Rate by written notice (the "KfW Floating Rate Election Notice") to the Facility Agent. If the KfW Floating Rate
Election Notice is delivered by the Borrower on or prior to the Election Date, the Borrower shall not incur any liability to make
any payments pursuant to Section 4.4 or to incur any other indemnity or compensation obligation. If the KfW Floating Rate
Election Notice is delivered by the Borrower after the Election Date, the Borrower shall either (i) pay such


 






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compensation to the relevant Hermes Lenders
and, if applicable, the relevant Finnvera Balancing Lenders as required by, and in accordance with, Section 4.4 to the extent
such Lender incurs a loss as set out in Section 4.4 or (ii)  with the prior written consent of FEC as a Fixed Rate Provider
extend the Disbursement Date to a date that falls at least 65 days after the date the KfW Floating Rate Election Notice was first
delivered by the Borrower. In the event that the Borrower elects the option under the foregoing clause (ii), the Borrower shall
deliver a Loan Request to the Facility Agent in accordance with Section 2.5(a), and the proposed Disbursement Date set out
in such Loan Request shall be a date that falls at least 65 days after the date the KfW Floating Rate Election Notice was first
delivered by the Borrower.


 


(c)            If
the Borrower has not elected the applicable Floating Rate prior to the Disbursement Date as permitted by Section 3.3.2(b),
the Borrower may elect, by written notice to the Facility Agent no later than 2:00 p.m. Frankfurt time 32 days prior to the
end of an Interest Period and subject to Section 4.4, to pay interest on each of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan for the remainder of the term of the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the applicable
Floating Rate, with effect from the end of that Interest Period.


 


(d)            Any
election made under any of Section 3.3.2(b) or Section 3.3.2(c) may only be made one time during the term of
each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan and shall be irrevocable.


 


	(e)	(i)	If, during any Interest Period, and where interest on the Hermes Loan is determined at the
applicable Fixed Rate, the KfW CIRR Agreement in effect with any Lender is terminated for any reason (other than as a result of
the negligence or wilful misconduct of such Lender), then the portion of the Hermes Loan and, if applicable, the Finnvera Balancing
Loan held by such Lender shall convert to a Floating Rate Loan on the last day of such Interest Period, and the Borrower shall
pay interest on that portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the applicable Floating Rate
for the remainder of the term of the Hermes Loan and, if applicable, the Finnvera Balancing Loan.



 


		(ii)	Notwithstanding the foregoing paragraph, the Borrower shall not be obligated to make any indemnity
or compensation payment to any Hermes Lender and, if applicable, any Finnvera Balancing Lender in connection with any conversion
of the Hermes Loan and, if applicable, the Finnvera Balancing Loan or in each case any portion thereof to a Floating Rate Loan
unless (a) such conversion is a result of an election by the Borrower pursuant to Section 3.3.2 (b) or (c) or
(b) such conversion occurs as a result of any acceleration of the Hermes Loan and, if applicable, the Finnvera Balancing Loan
due to the occurrence of an Event of Default.



 


Section 3.3.3.
FEC Conversion


 


		(a)	The parties to this Agreement acknowledge and agree that, at any time when the FEC Tranche A Loan
is subject to the FEC CIRR Rate, FEC will have the right to effect an FEC Conversion with respect to the FEC Tranche A Loan (if
it has been



 






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advanced) or the FEC Commitment
relating to the FEC Tranche A Loan (if the FEC Tranche A Loan has not been advanced) if:


 


		(i)	the funds made available under the Loan have been used for a purpose other than pursuant to Section 2.5(d);



 


		(ii)	the Borrower has provided incorrect information in relation to an essential issue or failed to
disclose matters that have an essential impact on the terms and conditions set out in schedule 3 of the FEC Supplemental Assignment
Agreement or the approval of the FEC Financing;



 


		(iii)	a Transferring Lender or the Facility Agent has provided incorrect information in an essential
matter in connection with the Application or failed to disclose matters that have an essential impact on the approval of the FEC
Financing; or



 


		(iv)	a Transferring Lender or the Facility Agent is, in connection with the export transaction pursuant
to the Construction Contract or the Loan, found by a court of competent jurisdiction to have been engaged prior to the Disbursement
Date in any act that constitutes corrupt activity within the meaning described in clause 12 of the FEC Supplemental Assignment
Agreement, or if otherwise the same is proven without controversy.



 


		(b)	In the event that FEC is entitled under the terms of clause 13.1.1 of the FEC Supplemental Assignment
Agreement to effect an FEC Conversion, it shall notify the Borrower through the Facility Agent and advise of the date on which
the FEC CIRR Rate will terminate and the FEC Tranche A Floating Rate will apply (the "FEC Conversion Notice")
and the Borrower and FEC shall agree the FEC Tranche A Floating Rate Margin which is to apply for purposes of determining the FEC
Tranche A Floating Rate in accordance with the procedure set out in a separate side letter between the Borrower and FEC. Any margin
agreed shall constitute the FEC Tranche A Floating Rate Margin to apply to the FEC Tranche A Loan effective on and from the date
specified in the FEC Conversion Notice.



 


		(c)	If the Borrower and FEC are unable to agree upon the alternative margin to apply for purposes of
determining the FEC Tranche A Floating Rate as provided in Section 3.3.3(b), FEC shall set the FEC Tranche A Floating Rate
Margin and FEC shall furnish a certificate to the Borrower and the Facility Agent (the "FEC Conversion Floating Rate Certificate")
setting forth such rate (including margin) as soon as reasonably practicable, which FEC Tranche A Floating Rate Margin shall be
effective on and from the date specified in the FEC Conversion Notice.



 


		(d)	If an FEC Conversion occurs due to occurrence of the events or circumstances specified in Section 3.3.3(a)(ii),
the Borrower shall indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break Costs incurred because of the
change of the interest rate and regardless of whether any FEC Commitment is cancelled or any



 






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portion of the FEC Tranche A Loan
is prepaid in connection with such change of interest and (y) the Interest Subsidy Amount Repayable.


 


		(e)	If an FEC Conversion occurs due to the occurrence of the events or circumstances specified in Section 3.3.3(a)(i),
(iii) or (iv), then, unless such events or circumstances are directly attributable to a breach by the Borrower of its obligations
under the Loan Documents, the Facility Agent or Transferring Lender or Transferring Lenders who provided such incorrect information
or engaged in such corrupt activity shall (A) indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break
Costs incurred because of the change of the interest rate and regardless of whether any FEC Commitment is cancelled or any portion
of the FEC Tranche A Loan is prepaid in connection with such change of interest and, except when Section 3.3.3(a)(iv) is
applicable, (y) the Interest Subsidy Amount Repayable and (B) indemnify the Borrower no later than three (3) Business
Days following the end of each Interest Period for any increase in the amount of interest which the Borrower has paid to the Facility
Agent for such Interest Period in respect of the FEC Tranche A Loan as a result of the conversion from the applicable Fixed Rate
to the FEC Tranche A Floating Rate.



 


		(f)	If an FEC Conversion occurs due to the occurrence of the events or circumstances specified in Section 3.3.3(a)(i),
(iii) or (iv) which are directly attributable to a breach by the Borrower of its obligations under the Loan Documents,
the Borrower shall indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break Costs incurred because of the
change of the interest rate and regardless of whether any FEC Commitment is cancelled or any portion of the FEC Tranche A Loan
is prepaid in connection with such change of interest and (y) the Interest Subsidy Amount Repayable.



 


		(g)	In the case of the indemnity under paragraph (d) or (f), the Facility Agent shall provide
the Borrower with a certificate prepared by FEC to show, in sufficient detail, the method and basis of the computation of such
Break Costs and Interest Subsidy Amount Repayable. In any case referred to in this Section 3.3.3(g), the Facility Agent shall
collect from the Borrower the payments payable by the Borrower hereunder and pay such collected payments to FEC without delay upon
receipt of such payments from the Borrower.



 


Section 3.3.4.
Post-Maturity Rates


 


After the date any
principal amount of the Loan is due and payable (whether on any Repayment Date, upon acceleration or otherwise), or after any other
monetary Obligation of the Borrower shall have become due and payable, the Borrower shall pay, but only to the extent permitted
by law, interest (after as well as before judgment) on such amounts for each day during the period while such payment is overdue
at a rate per annum certified by the Facility Agent to the Borrower (which certification shall be conclusive in the absence of
manifest error) to be equal to:


 






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(a)            in
the case of any principal amount of the FEC Tranche A Loan while it is a Fixed Rate Loan, the sum of the FEC CIRR Rate plus 2%
per annum;


 


(b)            in
the case of any (i) principal of and interest on each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan while
each is a Fixed Rate Loan payable to each Option A Lender or (ii) interest on the Hermes Loan and, if applicable, the Finnvera
Balancing Loan while each is a Fixed Rate Loan payable to each Option B Lender, the sum of the applicable Fixed Rate plus 3% per
annum;


 


(c)            in
the case of any principal amount bearing interest at (i) the FEC Tranche A Floating Rate, the sum of the FEC Tranche A Floating
Rate plus 2% per annum or (ii) the applicable Floating Rate in the case of the FEC Tranche B Loan, the sum of that applicable
Floating Rate plus 2% per annum; or


 


(d)            in
the case of any principal amount of each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, where the applicable
Floating Rate applies or in the case of any other amount representing a monetary Obligation (including without limitation principal
on the Hermes Loan and, if applicable, the Finnvera Balancing Loan due to each Option B Lender) the sum of that applicable Floating
Rate plus 3% per annum.


 


Section 3.3.5.
Payment Dates


 


Interest accrued on
the Loan shall be payable, without duplication, on the earliest of:


 


		(a)	each Repayment Date;



 


		(b)	the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only
on the principal so prepaid);



 


		(c)	on that portion of the Loan the repayment of which is accelerated pursuant to Section 8.2
or Section 8.3, immediately upon such acceleration; and



 


		(d)	in the case of any interest on any principal, interest or other amount owing under this Agreement
or any other Loan Document that is overdue, from time to time on demand of the Facility Agent until such overdue amount is paid
in full.



 


Section 3.3.6.
Interest Rate Determination; Replacement Reference Banks


 


The Facility Agent
shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the event that no relevant
rate as described in paragraphs (a) and (b) of the definition of "LIBO Rate" is available and the LIBO Rate
is to be the Reference Bank Rate. If any one or more of the Reference Banks shall fail to furnish in a timely manner such information
to the Facility Agent for the Reference Bank Rate, the Facility Agent shall determine the Reference Bank Rate on the basis of the
information furnished by the remaining Reference Banks. If the Borrower elects to add an additional Reference Bank hereunder or
a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of the
Majority Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably


 






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acceptable to the Borrower, and such replaced
Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders
each determination of the LIBO Rate made by reference to the Reference Bank Rate.


 


Section 3.4.
Commitment Fees


 


The Borrower agrees
to pay to the Facility Agent for the account of each Lender and each Residual Risk Guarantor the commitment fees on the dates and
in the amounts set out in a Fee Letter.


 


Section 3.5.
Fees


 


Section 3.5.1.
Participation Fee


 


The Borrower agrees
to pay to the Facility Agent for the account of the Lenders (other than FEC) a participation fee on the dates and in the amounts
set out in a Fee Letter.


 


Section 3.5.2.
Agency Fee


 


The Borrower agrees
to pay the Facility Agent (for its own account) an agency fee on the dates and in the amounts set out in a Fee Letter.


 


Section 3.5.3.
Finnvera Premium and Finnvera Balancing Premium


 


(a)            On
the Disbursement Date, the Borrower shall pay to the Facility Agent, for the account of and as agent for Finnvera, an amount equal
to the product of the Applicable Finnvera Rate and the principal amount of the FEC Loan in Dollars.


 


(b)            On
the Disbursement Date, the Borrower shall pay to the Facility Agent, for the account of and as agent for Finnvera, an amount equal
to the product of the Applicable Finnvera Rate and the principal amount of the Finnvera Balancing Loan in Dollars.


 


Section 3.5.4.
Residual Risk Guarantee Fee


 


The Borrower shall
pay to each Residual Risk Guarantor the Residual Risk Guarantee Fee on the dates and in the amounts set out in a Fee Letter.


 


Section 3.5.5.
Finnvera Handling Fee


 


The Borrower agrees
to pay to the Facility Agent for and on behalf of Finnvera, the amount of the handling fee which has been invoiced by Finnvera
pursuant to the Finnvera Guarantee in an amount equal to EUR20,000. Such handling fee shall be due and payable within 14 days of
the Effective Date.


 


Section 3.6.
CIRR Guarantee Charge


 


The Borrower agrees
to pay to the Facility Agent for the account of the Federal Republic of Germany (via KfW) a CIRR guarantee charge on the dates
and in the amounts set out in a Fee Letter.


 






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Section 3.7.
Other Fees


 


The Borrower agrees
to pay to the Facility Agent the other agreed-upon fees set forth in the Fee Letters on the dates and in the amounts set forth
therein.


 


Section 3.8.
Limit on Interest Make-Up


 


If, in relation to
any Interest Period during which any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan held by a Lender
carries interest at the applicable Fixed Rate, the amount of the interest make-up to be received by such Lender pursuant to the
applicable KfW CIRR Agreement entered into by such Lender is limited to an annual rate of twelve per cent. (12%) per annum by virtue
of the provisions of section 1.1 of the Terms and Conditions, then the Borrower shall pay to the Facility Agent for the account
of such Lender any additional amount by way of interest equal to the amount of the interest make-up forgone by the relevant Lender
as a consequence of such limitation. Such additional amount shall be payable by the Borrower within five (5) Business Days
following receipt by the Borrower from the Facility Agent of the relevant Lender's invoice accompanied by reasonable calculation
and explanation of the additional amount in question.


 


Section 3.9.
Cancellation of KfW CIRR Agreements


 


No Lender shall be
entitled to cancel or terminate the CIRR Agreement to which it is a party without the prior written consent of the Borrower.


 


Article IV

CERTAIN LIBO RATE AND OTHER PROVISIONS


 


Section 4.1.
LIBO Rate Lending Unlawful


 


If after the Effective
Date the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental
authority having jurisdiction over such Lender asserts that it is unlawful, for such Lender to make, continue or maintain its portion
of (i) the FEC Tranche A Loan in the event it is accruing interest at the FEC Tranche A Floating Rate (ii) the FEC Tranche
B Loan and/or (iii) the Hermes Loan and, if applicable, the Finnvera Balancing Loan in each case where it is accruing interest
at the applicable Floating Rate, the obligation of such Lender to make, continue or maintain its portion of such (i) FEC Tranche
A Loan (ii) FEC Tranche B Loan and/or (iii) Hermes Loan and, if applicable, the Finnvera Balancing Loan bearing interest
at a rate based on the LIBO Rate shall, upon notice thereof to the Borrower, the Facility Agent and each other Lender, forthwith
be suspended until the circumstances causing such suspension no longer exist, provided that such Lender's obligation to make, continue
and maintain its portion of such FEC Tranche A Loan, FEC Tranche B Loan and/or Hermes Loan and, if applicable, the Finnvera Balancing
Loan hereunder shall be automatically converted into an obligation to make, continue and maintain its portion of such (i) FEC
Tranche A Loan (ii) FEC Tranche B Loan and/or (iii) Hermes Loan and, if applicable, Finnvera Balancing Loan bearing interest
at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the LIBO Rate for the relevant
Interest Period plus the applicable Floating Rate Margin (in relation to the FEC Tranche B Loan and the Hermes Loan and, if applicable,
the Finnvera Balancing Loan) or the FEC Tranche A


 






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Floating Rate Margin (in relation to the
FEC Tranche A Loan where following an FEC Conversion this is subject to the FEC Tranche A Floating Rate).


 


Section 4.2.
Screen Rate or Deposits Unavailable


 


If, in relation to
a Floating Rate Loan, the Facility Agent shall have determined that:


 


		(a)	the Screen Rate shall cease to be available as a publicly available benchmark rate; or



 


		(b)	Dollar deposits in the relevant amount and for the relevant Interest Period are not available to
each Reference Bank in its relevant market; or



 


		(c)	by reason of circumstances affecting the Reference Banks' relevant markets, adequate means do not
exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period; or



 


		(d)	if any Lender shall have entered into an Option B Interest Make-Up Agreement, the cost to Option
B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan then held by Option B Lenders, of obtaining matching deposits in the relevant interbank market for
the relevant Interest Period would be in excess of the LIBO Rate (provided that no Option B Lender may exercise its rights under
this Section 4.2(d) for amounts up to the difference between such Option B Lender's cost of obtaining matching deposits
on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date),



 


then the Facility Agent shall give notice
of such determination (hereinafter called a "Determination Notice") to the Borrower and each of the Lenders holding
a portion of a Floating Rate Loan. The Borrower, those Lenders and the Facility Agent shall then negotiate in good faith in order
to agree upon, in the case of Section 4.2(a), the alternative benchmark rate to be substituted for the Screen Rate (hereinafter
called the "Alternative Screen Rate") which would otherwise have applied under this Agreement and, in the case
of Section 4.2(b), 4.2(c) and 4.2(d) above, a mutually satisfactory interest rate and interest period (or interest
periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, those Lenders and
the Facility Agent are unable to agree upon the Alternative Screen Rate or an interest rate (or rates) and interest period (or
interest periods) (as the case may be) prior to the date occurring fifteen (15) Business Days after the giving of such Determination
Notice, the Facility Agent shall (after consultation with those Lenders) (as the case may be) set an Alternative Screen Rate or
interest rate and an interest period (or interest periods) in each case to take effect at the end of the Interest Period current
at the date of the Determination Notice, which Alternative Screen Rate or rate (or rates), as applicable, shall be equal to the
sum of the applicable Floating Rate Margin or, if applicable, the FEC Tranche A Floating Rate Margin and the Federal Funds Rate.
The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given
such Determination Notice setting forth such rate(s).


 






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In the event that the circumstances described
in Section 4.2(b), Section 4.2(c) and Section 4.2(d) shall extend beyond the end of an interest period
agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.


 


Section 4.3.
Increased LIBO Rate Loan Costs, etc.


 


If after the Effective
Date a change in any applicable treaty, law, regulation or regulatory requirement (including by introduction or adoption of any
new treaty, law, regulation or regulatory requirement) or in the interpretation thereof or in its application to the Borrower,
or if compliance by any Lender or Residual Risk Guarantor with any applicable direction, request, requirement or guideline (whether
or not having the force of law) of any governmental or other authority including, without limitation, any agency of the European
Union or similar monetary or multinational authority insofar as it may be changed or imposed after the date hereof, shall:


 


		(a)	subject any Lender to any taxes, levies, duties, charges, fees, deductions or withholdings of any
nature with respect to its portion of the Loan or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction
or any political subdivision or taxing authority thereof (other than (i) taxes as to which such Lender is indemnified under
Section 4.6 and (ii) taxes excluded from the indemnity set forth in Section 4.6); or



 


		(b)	change the basis of taxation to any Lender or Residual Risk Guarantor (other than a change in taxation
on the overall net income of any Lender or Residual Risk Guarantor) of payments of principal or interest or any other payment due
or to become due pursuant to this Agreement; or



 


		(c)	impose, modify or deem applicable any reserve or capital adequacy requirements (other than the
increased capital costs described in Section 4.5) or other banking or monetary controls or requirements which affect the manner
in which a Lender or a Residual Risk Guarantor shall allocate its capital resources to its obligations hereunder or require the
making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans
by, any Lender or Residual Risk Guarantor (provided that such Lender or Residual Risk Guarantor shall, unless prohibited
by law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment
of the allocation of its capital resources); or



 


		(d)	impose on any Lender or any Residual Risk Guarantor any other condition affecting its portion of
the Loan or any part thereof,



 


and the result of any of the foregoing
is either (i) to increase the cost to such Lender of making its portion of the Loan or maintaining its portion of the Loan
or any part thereof, (ii) to reduce the amount of any payment received by such Lender or such Residual Risk Guarantor or its
effective return hereunder or on its capital or (iii) to cause such Lender to make any payment or to forego any return based
on any amount received or receivable by such Lender or such Residual Risk Guarantor hereunder, then and in any such case if such
increase or reduction in the opinion of such Lender or Residual Risk Guarantor materially affects the interests of such




 






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Lender or such Residual Risk Guarantor,
(A) such Lender or such Residual Risk Guarantor shall (through the Facility Agent) notify the Borrower of the occurrence of
such event and use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate
a different Lending Office or Issuing Office if the making of such a designation would avoid the effects of such law, regulation
or regulatory requirement or any change therein or in the interpretation thereof and would not, in the reasonable judgment of such
Lender or such Residual Risk Guarantor, be otherwise disadvantageous to such Lender or such Residual Risk Guarantor and (B) the
Borrower shall forthwith upon such demand pay to the Facility Agent for the account of such Lender or such Residual Risk Guarantor
such amount as is necessary to compensate such Lender or such Residual Risk Guarantor for such additional cost or such reduction
and ancillary expenses, including taxes, incurred as a result of such adjustment unless such additional costs are attributable
to a FATCA Deduction required to be made by a party to this Agreement or are otherwise excluded from the indemnity set forth in
Section 4.6 or Section 11.4. Such notice shall (i) describe in reasonable detail the event leading to such additional
cost, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such additional cost,
(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such
amount is such Lender's or Residual Risk Guarantor's standard method of calculating such amount, (v) certify that such request
is consistent with its treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the
best of its knowledge, such change in circumstance is of general application to the commercial banking industry in such Lender's
or Residual Risk Guarantor's jurisdiction of organisation or in the relevant jurisdiction in which such Lender or Residual Risk
Guarantor does business. Failure or delay on the part of any Lender or Residual Risk Guarantor to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender's or Residual Risk Guarantor's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or a Residual Risk Guarantor pursuant to this Section for
any increased costs or reductions incurred more than three months prior to the date that such Lender or Residual Risk Guarantor
notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender's or Residual Risk
Guarantor's intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased
costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive
effect thereof, but not more than six months prior to the date that such Lender or Residual Risk Guarantor notifies the Borrower
of the circumstance giving rise to such cost or reductions and of such Lender's or Residual Risk Guarantor's intention to claim
compensation therefor.


 


Section 4.4.
Funding Losses Event and Defaulting Finance Party Break Costs


 


Section 4.4.1.
Indemnity


 


(A)          In
the event (i) any Lender is required to liquidate or to re-deploy (at not less than the market rate) deposits or other funds
acquired by such Lender to fund any portion of the principal amount of its portion of the Loan (ii) FEC exercises its right
to effect an FEC Conversion (iii) FEC exercises its right to effect an FEC Reassignment or (iv) any Hermes Lender or
Finnvera Balancing Lender exercises its right to irrevocably terminate (in whole or in part) the CIRR Guarantee after the Latest
Date in accordance with section 8.3 of the Terms and Conditions, in each case, as a result of:


 






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		(a)	if at the time interest is calculated
at the applicable Floating Rate on all or any part of the Loan or, if applicable, the FEC Tranche A Floating Rate on such Lender's
portion of the FEC Loan, any conversion or repayment or prepayment or acceleration of the principal amount of such Lender's portion
of such Loan on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for repayment or payment
(in each case, including any payments as a result of an FEC Reassignment made in accordance with Section 9.1.10(A) where
the Borrower is liable to pay Break Costs under Section 9.1.10(A)(b)), but excluding any prepayment made following
an election by the Borrower to effect a voluntary prepayment pursuant to Section 3.2.2(c), or any mandatory prepayment pursuant
to Section 9.1.11, by reason of a Non-Borrower Related Change in Law;



 


		(b)	if at the time interest is calculated at the applicable Fixed Rate on such Lender's portion of
the Loan, any repayment or prepayment or acceleration of the principal amount of such Lender's portion of such Loan, other than
any repayment made on the date scheduled for such repayment (in each case, including but not limited to any payments whatsoever
as a result of an FEC Conversion or an FEC Reassignment where the Borrower is liable to pay Break Costs under Section 3.3.3(d) or
Section 3.3.3(f) in the case of an FEC Conversion and Section 9.1.10 (A)(b) in the case of an FEC Reassignment)
excluding any voluntary prepayment of all or a portion of the Hermes Loan and/or the Finnvera Balancing Loan pursuant to Section 3.2.2(c) or
any mandatory prepayment pursuant to Section 9.1.11, by reason of a Non-Borrower Related Change in Law;



 


		(c)	any voluntary reduction of the FEC Tranche A Commitment at any time or any other reduction or termination
of any Commitments other than the FEC Tranche B Commitment by the Borrower pursuant to Section 2.2 but only to the extent
that the Borrower has a liability under this Section in the circumstances set out in Section 2.2(c)(i);



 


		(d)	without prejudice to the rights of the Borrower to elect an option under Section 3.3.2(b),
an election by the Borrower of the applicable Floating Rate for the Hermes Loan and, if applicable, the Finnvera Balancing Loan
in accordance with (i) Section 3.3.2(b) (where the Disbursement Date is a date that falls less than 65 days after
the KfW Floating Rate Election Notice was delivered by the Borrower under Section 3.3.2(b) and paragraph (i) of
that Section 3.3.2(b) applies or (ii) Section 3.3.2 (c);



 


		(e)	the Loan not being advanced in accordance with the Loan Request therefor due to the fault of the
Borrower or as a result of any of the conditions precedent set forth in Article V not being satisfied;



 


		(f)	any prepayment of the Loan by the Borrower pursuant to Section 4.11 or Section 9.2 (except
for any mandatory prepayment pursuant to Section 9.1.11 by reason of a Non-Borrower Related Change in Law);



 


		(g)	if at the time interest is determined or calculated (as the case may be) at the FEC CIRR Rate on
such Lender's FEC Tranche A Commitment or portion of the FEC





 






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	 	 	Tranche A Loan, as the case may be, the FEC Tranche A Loan not being advanced on or before the Commitment Termination Date or any cancellation or assignment or transfer of the FEC Tranche A Commitment pursuant to Section 3.2.2(b);




 


		(h)	where interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan is calculated
at the KfW Standard Fixed Rate or where the Borrower has elected the KfW Fixed Rate in accordance with Section 3.3.1(b), the
Hermes Loan and, if applicable, the Finnvera Balancing Loan not being advanced on or before the Commitment Termination Date; or



 


		(i)	where the Borrower has elected the KfW Fixed Rate in accordance with Section 3.3.1(b), the
Disbursement Date of the Hermes Loan and, if applicable, the Finnvera Balancing Loan is not the same as the expected Disbursement
Date at the time the Borrower elected the KfW Fixed Rate (and which expected Disbursement Date) was applied for the purpose of
determining the KfW Fixed Rate),



 


(each, a "Funding Losses Event"),
then, upon the written notice of such Lender to the Borrower (with a copy to the Facility Agent), the Borrower shall, within five
(5) Business Days of its receipt of such notice:


 


		a.	if at that time interest is calculated at the applicable Floating Rate for the FEC Tranche B Loan
or, if applicable, the FEC Tranche A Floating Rate on such Lender's portion of the FEC Tranche A Loan, pay directly to the Facility
Agent for the account of such Lender an amount equal to the amount, if any, by which:



 


		(i)	interest calculated at the applicable Floating Rate or, if applicable, the FEC Tranche A Floating
Rate which such Lender would have received on its share of the amount of the FEC Loan subject to such Funding Losses Event for
the period from the date of receipt of any part of its share in the FEC Loan to the last day of the applicable Interest Period,



 


exceeds:


 


		(ii)	the amount which such Lender would be able to obtain by placing an amount equal to the amount received
by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt
and ending on the last day of the applicable Interest Period; or



 


		b.	if at that time the FEC CIRR Rate is applied
to the FEC Tranche A Commitment or the FEC Tranche A Loan (as applicable), pay to the Facility Agent acting on the instructions
of FEC, (in its capacity as a Fixed Rate Provider) for the account of FEC in such capacity, the amount (if any) in Dollars determined
by FEC, as a Fixed Rate Provider, by which:



 


		(i)	the sum of the present value, discounted at the Reinvestment Rate, of each principal payment and
interest payment which the FEC





 






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Lender would have received on its
share of any amount of the FEC Tranche A Commitment that is cancelled or any outstanding amount of the FEC Tranche A Loan
that is prepaid or accelerated, for the period from the date of cancellation or from the date of receipt of the prepayment of the
principal amount of the FEC Tranche A Loan by the FEC Lender or the date of acceleration, until the date of Final Maturity (assuming
for these purposes that interest would have accrued during the relevant period on a loan ("Deemed Loan") made
on the date of cancellation or receipt of the principal amount prepaid in an amount equal to the FEC Tranche A Commitment so cancelled
or the principal amount of the FEC Tranche A Loan so prepaid and where such Deemed Loan is repaid in proportional repayment instalments
on each of the subsequent Repayment Dates),


 


exceeds:


 


		(ii)	the cancelled amount of the FEC Tranche A Commitment or the principal amount of the FEC Tranche
A Loan prepaid plus accrued interest paid thereon since the previous interest payment date; or



 


		c.	if at that time interest is calculated at the applicable Floating Rate on such Lender's portion
of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, pay directly to the Facility Agent for the account of such
Lender an amount (the "Floating Rate Indemnity Amount") equal to the amount, if any, by which:



 


		(i)	interest (not including the Floating Rate Margin applicable to the Hermes Loan and, if applicable,
the Finnvera Balancing Loan) calculated at the applicable Floating Rate which such Lender would have received on its share of the
amount of the Hermes Loan and, if applicable, the Finnvera Balancing Loan subject to such Funding Losses Event for the period from
the date of receipt of any part of its share in the Hermes Loan and, if applicable, the Finnvera Balancing Loan to the last day
of the applicable Interest Period,



 


		exceeds:	



 


		(ii)	the amount which such Lender would be able to obtain by placing an amount equal to the amount received
by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt
and ending on the last day of the applicable Interest Period; or



 


		d.	if at that time interest is calculated at the KfW Fixed Rate or the KfW Standard Fixed Rate on
such Lender's portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, pay to the Facility Agent the sum of:



 






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(A)                  an
amount equal to the amount, if any, by which:


 


		(i)	interest calculated at the rate per annum equal to (a) the applicable KfW CIRR Rate which
such Lender would have received on its share of the amount of the Hermes Loan and, if applicable, the Finnvera Balancing Loan subject
to such Funding Losses Event minus (b) the applicable administrative margin of 0.20% in the case of the KfW Standard Fixed
Rate or 0.20% to 0.50% in the case of the KfW Fixed Rate, for the period from the date of receipt of any part of its share of the
Hermes Loan and, if applicable, the Finnvera Balancing Loan to the final scheduled date for the repayment of Hermes Loan and, if
applicable, the Finnvera Balancing Loan in full pursuant to Section 3.1,



 


		exceeds:	



 


		(ii)	the amount by which such Lender would be able to obtain by placing for such remaining period an
equal amount to the amount received by it on deposit and receiving interest equal to the money market rate then applicable to Dollars
on the Reuters page "ICAP1" (the "Reinvestment Rate"),



 


such amount to be discounted
to present value at the Reinvestment Rate or, where the KfW Fixed Rate applies in the case of Sections 4.4.1(h) and (i), the
cost to KfW (on behalf of each Option A Lender) and each Option B Lender of adjusting, renewing, terminating or otherwise altering
the hedging arrangements entered into by KfW and each Option B Lender in connection with the settling and provision of the KfW
Fixed Rate; plus


 


		(B)	only if KfW (where such Lender is an Option A Lender) or the Lender (where such Lender is an Option
B Lender) is funding itself at a floating rate, an amount equal to the Floating Rate Indemnity Amount (and assuming for the purpose
of this calculation that the interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan is calculated at the applicable
Floating Rate and not the applicable Fixed Rate).



 


Any amounts received by the
Facility Agent under d.(A) above shall, unless otherwise advised by KfW, be for the account of, and shall be payable to, KfW
on behalf of the Federal Republic of Germany; and any amounts received by the Facility Agent under d.(B) above in respect
of a Lender's portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan shall be for the account of, and shall
be payable to, KfW (where such Lender is an Option A Lender) or to that Lender (where such Lender is an Option B Lender).


 


If interest on the Hermes Loan and, if
applicable, the Finnvera Balancing Loan is to be calculated at the applicable Fixed Rate or the Borrower has elected the KfW Fixed
Rate in accordance with Section 3.3.1(b), and the Borrower voluntarily cancels, terminates or partially reduces the



 






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Hermes Commitments and, if applicable,
the Finnvera Balancing Commitments in accordance with Section 2.2 or the amount of (i) the Hermes Loan is less than the
total Hermes Commitments and (ii) if applicable, the Finnvera Balancing Commitments as at the date of this Agreement, and
such cancellation or reduction is due to the non-delivery or late delivery of the Purchased Vessel by the Builder due to of the
bankruptcy or insolvency of the Builder then (1) no indemnity payments can be claimed by the Option A Lenders under d. above
in these circumstances and (2) where the cancellation arises as a result of the late delivery of the Purchased Vessel by the
Builder, the amounts that can be claimed by way of indemnity from the Borrower under this Section 4.4 in respect of the KfW
Fixed Rate in these circumstances shall be limited to the aggregate of the costs actually incurred by KfW (on behalf of the Option
A Lenders) and each Option B Lender in adjusting the hedging arrangements entered into by KfW and such Option B Lenders in connection
with the KfW Fixed Rate to take account of the delayed delivery date.


 


Such written notice shall include calculations
in reasonable detail setting forth the loss or expense to such Lender.


 


(B)       Where
a Defaulting Finance Party is liable to pay Break Costs to the Facility Agent for the account of FEC acting in its capacity as
a Fixed Rate Provider pursuant to Section 3.3.3(e) or Section 9.1.10(A)(c) such Break Costs shall be determined
in accordance with Section 4.4.1(A)b.


 


Section 4.5.
Increased Capital Costs


 


If after the Effective
Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other
governmental authority (a) results in an increase of the amount of capital required to be maintained by any Lender or any
Person controlling such Lender, and the rate of return on its or such controlling Person's capital as a consequence of its Commitment
or its portion of the Loan made by such Lender is reduced to a level below that which such Lender or such controlling Person would
have achieved but for the occurrence of any such change in circumstance or (b) a Finance Party suffers a reduction of any
amount payable under a Loan Document then, in each such case upon notice from time to time by such Lender or Finance Party to the
Borrower, the Borrower shall immediately pay directly to such Lender or Finance Party additional amounts sufficient to compensate
such Lender or such controlling Person or Finance Party for such reduction in rate of return. Any such notice shall (i) describe
in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness
thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated,
(iv) certify that the method used to calculate such amount is such Lender's or Finance Party's standard method of calculating
such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers
that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is
of general application to the commercial banking industry in the jurisdictions in which such Lender or Finance Party does business.
In determining such amount, such Lender or Finance Party may use any method of averaging and attribution that it shall, subject
to the foregoing sentence, deem applicable. Each Lender or Finance Party agrees to use




 






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reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation
would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender or Finance Party, be
otherwise disadvantageous to such Lender or Finance Party. Failure or delay on the part of any Lender or Finance Party to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender's or Finance Party's right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender or Finance Party pursuant to this
Section for any increased costs or reductions incurred more than three months prior to the date that such Lender or Finance
Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender's or Finance Party's intention
to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive,
then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more
than six months prior to the date that such Lender or Finance Party notifies the Borrower of the circumstance giving rise to such
reductions and of such Lender's or Finance Party's intention to claim compensation therefor. Notwithstanding the foregoing, no
amounts shall be payable pursuant to Section 4.5 in respect of (i) taxes to which a Finance Party is indemnified under
Section 4.6 or (ii) taxes excluded from the indemnity set forth in Section 4.6.


 


Section 4.6.
Taxes


 


All payments by any
Obligor of principal of, and interest on, the Loan and all other amounts payable under any Loan Document, including for the avoidance
of doubt under any Fee Letter, shall be made free and clear of and without deduction for any present or future income, excise,
stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing
authority, but excluding with respect to each Lender (i) franchise taxes and taxes imposed on or measured by such Lender's
net income or receipts of such Lender and franchise taxes imposed in lieu of net income taxes or taxes on receipts, by the jurisdiction
under the laws of which such Lender is organised or any political subdivision thereof or the jurisdiction of such Lender's Lending
Office or any political subdivision thereof or any other jurisdiction unless such net income taxes are imposed solely as a result
of the applicable Obligor's activities in such other jurisdiction, and (ii) any taxes imposed under FATCA (such non-excluded
items being called "Covered Taxes"). In the event that any withholding or deduction from any payment to be made
by any Obligor under any Loan Document is required in respect of any Covered Taxes pursuant to any applicable law, rule or
regulation, then the Borrower will:


 


		(a)	pay directly to the relevant authority the full amount required to be so withheld or deducted;



 


		(b)	promptly forward to the Facility Agent an official receipt or other documentation satisfactory
to the Facility Agent evidencing such payment to such authority; and



 


		(c)	pay to the Facility Agent for the account of the Lenders such additional amount or amounts as is
necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received
had no such withholding or deduction been required.



 






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Moreover, if any Covered Taxes are directly
asserted against the Facility Agent or any Lender with respect to any payment received or paid by the Facility Agent or such Lender
hereunder, the Facility Agent or such Lender may pay such Covered Taxes and the Borrower will promptly pay such additional amounts
(including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the
payment of such Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would
have received had no such Covered Taxes been asserted.


 


Any Lender claiming
any additional amounts payable pursuant to this Section agrees to use reasonable efforts (consistent with its internal policy
and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if the making of such a change would avoid
the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.


 


If the Borrower fails
to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Facility Agent for the account of
the respective Lenders the required receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for
any incremental withholding Covered Taxes, interest or penalties that may become payable by any Lender as a result of any such
failure (so long as such amount did not become payable as a result of the failure of such Lender to provide timely notice to the
Borrower of the assertion of a liability related to the payment of Covered Taxes). For purposes of this Section 4.6, a distribution
hereunder by the Facility Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.


 


If any Lender is entitled
to any refund, credit, deduction or other reduction in tax by reason of any payment made by the Borrower in respect of any Covered
Tax under this Section 4.6 or by reason of any payment made by the Borrower pursuant to Section 4.3, such Lender shall
use reasonable efforts to obtain such refund, credit, deduction or other reduction and, promptly after receipt thereof, will pay
to the Borrower such amount (plus any interest received by such Lender in connection with such refund, credit, deduction or reduction)
as is equal to the net after-tax value to such Lender of such part of such refund, credit, deduction or reduction as such Lender
reasonably determines is allocable to such Covered Tax or such payment (less out-of-pocket expenses incurred by such Lender), provided
that no Lender shall be obligated to disclose to the Borrower any information regarding its tax affairs or tax computations.


 


Each Lender agrees
with the Borrower and the Facility Agent that it will (i) (a) provide to the Facility Agent and the Borrower an appropriately
executed copy of Internal Revenue Service ("IRS") Form W-9 (or any successor form) certifying the status
of such Lender as a US person, IRS Form W-8ECI (or any successor form) certifying that any payments made to or for the
benefit of such Lender are effectively connected with a trade or business in the United States or IRS Form W-8BEN-E (or any
successor form) claiming the benefits of a tax treaty (but only if the applicable treaty described in such form provides for a
complete exemption from U.S. federal income tax withholding), or any successor form, on or prior to the date hereof (or, in the
case of any assignee or transferee Lender, Lender that changes its Lending Office, on or prior to the date of the relevant assignment,
transfer or change), in each case attached to an IRS Form W-8IMY (or any successor form), if appropriate, (b) notify
the Facility Agent and the Borrower if the


 





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certifications
made on any form provided pursuant to this paragraph are no longer accurate and true in all material respects and (c) provide
such other tax forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested,
to demonstrate, to the extent applicable, the status of such Lender or that payments to such Lender hereunder are exempt from withholding
under FATCA, and (ii) in all cases, provide such forms, certificates or other documents, as and when reasonably requested
by the Borrower, necessary to claim any applicable exemption from, or reduction of, Covered Taxes, a FATCA Deduction or any payments
made to or for benefit of such Lender, provided that the Lender is legally able to deliver such forms, certificates or other
documents. For any period with respect to which a Lender (or assignee or transferee Lender) has failed to provide the Borrower
with the foregoing forms (other than if such failure is due to a change in law occurring after the date on which a form originally
was required to be provided (which, in the case of an Assignee Lender or Transferee Lender, would be the date on which the original
assignor or transferor was required to provide such form) or if such form otherwise is not required hereunder) such Lender (or
assignee or transferee Lender) shall not be entitled to the benefits of this Section 4.6 or Section 11.4 with respect
to Covered Taxes imposed by reason of such failure.


 


Section 4.7.
Payments, Computations, etc.


 


		(a)	Unless otherwise expressly provided in this Agreement or any other Loan Document, all payments
by an Obligor in respect of amounts of principal, interest and fees or any other applicable amounts owing to the Lenders under
any Loan Document shall be made by such Obligor to the Facility Agent for the account of the Lenders entitled to receive such payments
and ratably in accordance with the respective amounts then due and payable to the Lenders. All such payments required to be made
to the Facility Agent shall be made by the Borrower, without set-off, deduction or counterclaim, not later than 11:00 a.m., New
York time, on the date due, in same day or immediately available funds through the New York Clearing House Interbank Payments System
(or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account
as the Facility Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed
to have been received by the Lenders on the next succeeding Business Day.



 


		(b)	Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made
with respect to any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan held by such Option A Lender to
KfW (A) less (x) the applicable Fixed Rate Margin and (y) the CIRR administrative fee of 0.20% or 0.20% to 0.50%,
as applicable, but plus (z) an agreed KfW margin, if interest on the portion of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan made by that Lender is then calculated at the applicable Fixed Rate, or (B) less (x) the applicable Floating
Rate Margin but plus (y) an agreed KfW margin, if interest on that portion of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan is then calculated at the Floating Rate.



 


		(c)	Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Hermes
Loan and, if applicable, the Finnvera Balancing Loan held by





 






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	 	 	such Option B Lender, to pay directly to such Option B Lender interest thereon at the applicable Fixed Rate or the applicable Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan is then calculated at the applicable Fixed Rate, such Option B Lender will, where amounts are payable to KfW by that Option B Lender under the KfW CIRR Agreement, account directly to KfW on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the KfW CIRR Agreement to which such Lender is a party.




 


		(d)	The Facility Agent shall promptly (but in any event on the same Business Day that the same are
received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share,
if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim.
All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment
to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by paragraph
(a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension
of time shall be included in computing interest and fees, if any, in connection with such payment.



 


Section 4.8.
Replacement Lenders, etc.


 


If the Borrower shall
be required to make any payment to any Lender pursuant to Section 4.3, 4.5 or 4.6, the Borrower shall be entitled at any time
(so long as no Default and no Prepayment Event shall have occurred and be continuing) within 180 days after receipt of notice from
such Lender of such required payment to (a) terminate such Lender's Commitment (whereupon the Percentage of each other Lender
shall automatically be adjusted to an amount equal to such Lender's rateable share of the remaining Commitments), (b) prepay
the affected portion of such Lender's share of the Loan in full, together with accrued interest thereon through the date of such
prepayment (provided that the Borrower shall not terminate any Lender's Commitment pursuant to clause (a) or prepay any such
Lender pursuant to this clause (b) unless the Borrower and the Facility Agent shall have attempted in good faith over a period
of 30 days to replace such Lender pursuant to the following clause (c)), and/or (c) except in the case of FEC in relation
to the FEC Loan, replace such Lender with one or more financial institutions (I) reasonably acceptable to the Facility Agent
in its capacity as Hermes Agent, (II) meeting the criteria set out in section 2.2 of the Terms and Conditions in the case
of the Hermes Loan and, if applicable, the Finnvera Balancing Loan (III) acceptable to Hermes in the case of a Hermes Lender
(IV) in the case of a replacement of an Option A Lender, reasonably acceptable to KfW and (V) acceptable to Finnvera
in the case of an FEC Lender and, if applicable, a Finnvera Balancing Lender; provided that (x) in the case of a single assignment
or transfer, any such assignment or transfer shall be either an assignment or transfer of all of the rights and obligations of
the assigning or transferring Lender under this Agreement or, in the case of more than one assignment or transfer, an assignment
or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer or other such
assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring Lender under




 






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this
Agreement and (y) no Lender shall be obliged to make any such assignment or transfer pursuant to this Section 4.8 unless
and until such Lender shall have received one or more payments from one or more Assignee Lenders, Transferee Lenders and/or the
Borrower in an aggregate amount at least equal to the portion of the Loan held by such Lender, together with all unpaid interest
and fees thereon accrued to but excluding the date of such assignment or transfer (and all other amounts then owing to such Lender
under this Agreement). Each Lender represents and warrants to the Borrower that, as of the date of this Agreement (or, with respect
to any Lender not a party hereto on the date hereof, on the date that such Lender becomes a party hereto), there is no existing
treaty, law, regulation, regulatory requirement, interpretation, directive, guideline, decision or request pursuant to which such
Lender would be entitled to request any payments under any of Section 4.3, 4.5 and 4.6 to or for account of such Lender.


 


Section 4.9.
Sharing of Payments


 


Section 4.9.1.
Payments to Lenders


 


If a Lender (a "Recovering
Lender") receives or recovers any amount from an Obligor other than in accordance with Section 4.7 (Payments, Computations, etc.)
(a "Recovered Amount") and applies that amount to a payment due under the Loan Documents then:


 


		(a)	the Recovering Lender shall, within three (3) Business Days, notify details of the receipt
or recovery to the Facility Agent;



 


		(b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the
Recovering Lender would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed
in accordance with the said Section 4.7, without taking account of any taxes which would be imposed on the Facility Agent
in relation to the receipt, recovery or distribution; and



 


		(c)	the Recovering Lender shall, within three (3) Business Days of demand by the Facility Agent,
pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount
which the Facility Agent determines may be retained by the Recovering Lender as its share of any payment to be made, in accordance
with any applicable provisions of this Agreement.



 


Section 4.9.2.
Redistribution of payments


 


The Facility Agent
shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Lenders (other than the Recovering
Lender) (the "Sharing Lenders") in accordance with Section 4.7 of this Agreement towards the obligations
of the Borrower to the Sharing Lenders.


 


Section 4.9.3.
Recovering Lender's rights


 


On a distribution by
the Facility Agent under Section 4.9.2 of a payment received by a Recovering Lender from the relevant Obligor, solely as between
the Obligor and the Recovering Lender, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having
been paid by the relevant Obligor.


 






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Section 4.9.4.
Reversal of redistribution


 


If any part of the
Sharing Payment received or recovered by a Recovering Lender becomes repayable to the Obligor and is repaid by that Recovering
Lender to the Obligor, then:


 


		(a)	each Sharing Lender shall, upon request of the Facility Agent, pay to the Facility Agent for the
account of that Recovering Lender an amount equal to the appropriate part of its share of the Sharing Payment (together with an
amount as is necessary to reimburse that Recovering Lender for its proportion of any interest on the Sharing Payment which that
Recovering Lender is required to pay) (the "Redistributed Amount"); and



 


		(b)	solely as between the relevant Obligor and each relevant Sharing Lender, an amount equal to the
relevant Redistributed Amount will be treated as not having been paid by the relevant Obligor.



 


Section 4.9.5.
Exceptions


 


		(a)	This Section 4.9 shall not apply to the extent that the Recovering Lender would not, after
making any payment pursuant to this Section 4.9, have a valid and enforceable claim against the relevant Obligor.



 


		(b)	A Recovering Lender is not obliged to share with any other Lender any amount which the Recovering
Lender has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		i.	it notified the other Lender of the legal or arbitration proceedings; and



 


		ii.	the other Lender had an opportunity to participate in those legal or arbitration proceedings but
did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 


Section 4.10.
Set-off


 


Upon the occurrence
and during the continuance of an Event of Default or a Prepayment Event, each Lender shall have, to the extent permitted by applicable
law, the right to appropriate and apply to the payment of the Obligations then due and owing to it any and all balances, credits,
deposits, accounts or moneys of any Obligor then or thereafter maintained with such Lender; provided that any such appropriation
and application shall be subject to the provisions of Section 4.9. Each Lender agrees promptly to notify the applicable Obligor
and the Facility Agent after any such set-off and application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of set-off under applicable law or otherwise) which such Lender may have.


 






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Section 4.11.
Use of Proceeds


 


The Borrower shall
apply the proceeds of the Loan in accordance with Section 2.5(c) and (d) and, in relation to the Disbursement Date,
prior to such application, such proceeds shall be held in an account or accounts of the Facility Agent in accordance with the provisions
of Section 2.5(b) and (c) or in an account or accounts that the Borrower shall have specified in its Loan Request
in accordance with the provisions of Section 2.5(b); without limiting the foregoing, no proceeds of the Loan will directly
or indirectly be used to lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or
any other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the
time of such finding is a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result in a violation
of Sanctions by any Person (including any Person participating in the Loan, whether as advisor, lender, facility or other agent
or otherwise) or (iii) to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or any "margin stock", as defined in F.R.S. Board Regulation U. If the proceeds of the Loan have
not been paid either (A) to the Builder or its order in accordance with Section 2.5(d)(i) and to, Finnvera, Hermes
and the Borrower in accordance with Section 2.5(d)(ii) or 2.5(d)(iii) or (B) to the Facility Agent (directly
or indirectly) in prepayment of the Loan under Section 3.2.1(a) or by 9:59 p.m. (London time) on the second Business
Day after the Disbursement Date, such proceeds shall continue to be pledged by the Borrower upon receipt in accordance with Section 2.5(c) as
collateral pursuant to the Pledge Agreement pending the Actual Delivery Date. If, within 30 days of the Disbursement Date, the
Borrower notifies the Facility Agent that the Actual Delivery Date is expected to be materially delayed, the Facility Agent, the
Borrower and the Lenders shall discuss in good faith (but without obligation) for a period of 30 days to agree whether the Loan
can be repaid and reborrowed and the terms that would apply to any such re-borrowing. In the event that no agreement is reached
and the delivery of the Purchased Vessel does not occur on or before 8 February 2027, the proceeds in the Pledged Accounts
shall be applied as a prepayment against the Loan in accordance with Section 9.2.


 


Section 4.12.
FATCA Deduction


 


(a)       Each party
to the Agreement may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that
FATCA Deduction, and no party to the Agreement shall be required to increase any payment in respect of which it makes such a FATCA
Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.


 


(b)       Each
party to the Agreement shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in
the rate or the basis of such FATCA Deduction), notify the other party to the Agreement to whom it is making the payment and, in
addition, shall notify the Borrower and the Facility Agent, and the Facility Agent shall notify the other parties to the Agreement.


 






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Section 4.13.
FATCA Information


 


(a)       Subject
to paragraph (c) below, each party (other than the Borrower) shall, within ten (10) Business Days of a reasonable request
by another party (other than the Borrower):


 


(i)        confirm
to that other party whether it is:


 


(A)      a
FATCA Exempt Party; or


 


(B)       not
a FATCA Exempt Party;


 


(ii)       supply
to that other party such forms, documentation and other information relating to its status under FATCA as that other party reasonably
requests for the purposes of that other party's compliance with FATCA;


 


(iii)      supply
to that other party such forms, documentation and other information relating to its status as that other party reasonably requests
for the purposes of that other party's compliance with any other law, regulation, or exchange of information regime.


 


(b)       If
a party confirms to another party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes
aware that it is not or has ceased to be a FATCA Exempt Party, that party shall notify that other party reasonably promptly.


 


(c)       Paragraph
(a) above shall not oblige any Lender or the Facility Agent to do anything, and paragraph (a)(iii) above shall not oblige
any other party to do anything, which would or might in its reasonable opinion constitute a breach of:


 


(i)        any
law or regulation;


 


(ii)       any
fiduciary duty; or


 


(iii)      any
duty of confidentiality.


 


(d)       If
a party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested
in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above
applies), then such party shall be treated for the purposes of the Loan Documents (and payments under them) as if it is not a FATCA
Exempt Party until such time as the party in question provides the requested confirmation, forms, documentation or other information.


 


		(e)	If the Borrower becomes a US Tax Obligor or the Facility Agent reasonably believes that its obligations
under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


	 	(i)	where the Borrower is a US Tax Obligor, the date of this Agreement;



 



	 	(ii)	where the Borrower is a US Tax Obligor on a date an assignment or transfer is made pursuant to Section 11.11.1 and the relevant Lender is an



 







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	 	 	Assignee Lender or a Transferee Lender that becomes a Lender in accordance with Section 11.11.1, the date on which such Assignee Lender or Transferee Lender becomes a Lender;



 


		(iii)	the date of a request from the Facility Agent,



 


    supply to
the Facility Agent:


 


		(A)	a withholding certificate on Form W-8 (or any successor form), Form W-9 (or any successor
form) or any other relevant form; or



 


		(B)	any withholding statement or other document, authorisation or waiver as the Facility Agent may
require to certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Facility Agent shall provide any withholding certificate, withholding statement, document,
authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that
Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation
or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the
Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation
or waiver to the Borrower.



 


		(h)	The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility
Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.



 


Section 4.14.
Resignation of the Facility Agent


 


The Facility Agent
shall resign (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if:


 


(a)       the
Facility Agent fails to respond to a request under Section 4.13 and the Borrower or a Lender reasonably believes that the
Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party; or


 


(b)       the
information supplied by the Facility Agent pursuant to Section 4.13 indicates that the Facility Agent will not be (or will
have ceased to be) a FATCA Exempt Party; or


 






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(c)       the
Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt
Party,


 


and (in each case) the Borrower or a Lender
reasonably believes that a party to this Agreement will be required to make a FATCA Deduction that would not be required if the
Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign,
provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement
and (ii) shall not become effective until a successor Facility Agent has been appointed as provided in Section 10.5,
such successor Facility Agent has accepted such appointment and the consent of each of Hermes and the Finnish Authority has been
obtained for the resignation.


 


Article V

CONDITIONS TO BORROWING


 


Section 5.1.
Advance of the Loan


 


The obligation of the
Lenders to fund all or any portion of the Loan on the Disbursement Date shall be subject to the prior or concurrent satisfaction
of each of the conditions precedent set forth in this Section 5.1. The Facility Agent shall advise the Lenders of the satisfaction
of the conditions precedent set forth in this Section 5.1 prior to funding on the Disbursement Date.


 


Section 5.1.1.
Resolutions, etc.


 


The Facility Agent
shall have received from the Borrower:


 


		(a)	a certificate of its Secretary or Assistant Secretary as to the incumbency and signatures of those
of its officers authorised to act with respect to this Agreement and each other Loan Document and as to the truth and completeness
of the attached:



 


		i.	resolutions of its Board of Directors then in full force and effect authorising the execution,
delivery and performance of this Agreement and each other Loan Document, and



 


		ii.	Organic Documents of the Borrower,



 


and upon which certificate the
Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the Secretary or Assistant
Secretary of the Borrower cancelling or amending such prior certificate; and


 


		(b)	a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.



 


Section 5.1.2.
Opinions of Counsel


 


The Facility Agent
shall have received opinions, addressed to the Facility Agent and each Lender, from:


 






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		(a)	Watson Farley & Williams LLP, counsel to the Borrower, as to Liberian law, covering the
matters set forth in Exhibit B-1 hereto;



 


		(b)	Stephenson Harwood LLP, counsel to the Facility Agent, as to English law, covering the matters
set forth in Exhibit B-2 hereto;



 


		(c)	Norton Rose Fulbright (Germany) LLP, counsel to the Facility Agent and the Lenders as to German
law;



 


		(d)	Clifford Chance US LLP, United States tax counsel to the Facility Agent for the benefit of the
Lenders in the form set forth in Exhibit B-3 hereto subject to such factual and consequential amendments as may be required
and amendments required due to changes in law or regulatory requirements following the Effective Date;



 


		(e)	DLA Piper Finland Oy, as to Finnish law, covering the matters set forth in Exhibit B-4 hereto;



 


		(f)	counsel to the Facility Agent and the Lenders as to the law governing the Pledge Agreement, covering
the validity and enforceability of the Pledge Agreement; and



 


		(g)	if requested by a Lender at least 120 days prior to the expected Disbursement Date in order to
comply with Article 194 of the Regulation (EU) No 575/2013 (CRR), a single legal opinion (for the benefit of all the Lenders
notwithstanding that not all the Lenders have requested the same) on matters of German law related to the validity and enforceability
of the Hermes Insurance Policy,



 


each such opinion to be updated to take
into account all relevant and applicable Loan Documents at the time of issue thereof.


 


Section 5.1.3.
Finnvera Guarantee and Hermes Insurance Policy


 


		(a)	The Finnvera Guarantee shall have been duly executed and delivered to the Facility Agent and shall
be in full force and effect subject only to payment of the Finnvera Premium to Finnvera out of the proceeds of the FEC Tranche
B Loan and, as at the Disbursement Date, there are no written instructions from Finnvera being in effect under clause 6.1 of the
Finnvera General Terms requiring the FEC Lenders to cease disbursement of the FEC Loan.



 


		(b)	If applicable, the Second Finnvera Guarantee shall have been duly executed and delivered to the
Facility Agent and shall be in full force and effect subject only to payment of the Finnvera Balancing Premium to Finnvera out
of the proceeds of the Finnvera Balancing Loan and, as at the Disbursement Date, there are no written instructions from Finnvera
in effect under clause 6.1 of the Finnvera General Terms requiring the Finnvera Balancing Lenders to cease disbursement of the
Finnvera Balancing Loan.



 






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		(c)	Each Residual Risk Guarantee shall have been duly executed and delivered to Finnvera with a copy
to the Facility Agent and shall be in full force and effect.



 


		(d)	The Facility Agent shall have received the Hermes Insurance Policy duly issued and shall be in
full force and effect subject only to payment of the Hermes Fee out of the proceeds of the Hermes Loan.



 


		(e)	Hermes shall not have, prior to the advance of the Loan, delivered to the Facility Agent or the
Hermes Agent any notice that the Federal Republic of Germany has determined that the Hermes Loan is excluded from cover under the
Hermes Insurance Policy.



 


Section 5.1.4.
Closing Fees, Expenses, etc.


 


The Facility Agent
shall have received for its own account, or for the account of each Finance Party, as the case may be, all fees that the Borrower
shall have agreed in writing to pay to the Facility Agent (whether for its own account or for the account of any Finance Party)
that are due and owing as of the date of such funding and all invoiced expenses of the Facility Agent (including the agreed fees
and expenses of counsels to the Facility Agent) required to be paid by the Borrower pursuant to Section 11.3 or that the Borrower
has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior to the date of such funding.


 


Section 5.1.5.
Compliance with Warranties, No Default, etc.


 


Both before and after
giving effect to the funding of the Loan the following statements shall be true and correct:


 


		(a)	the representations and warranties set forth in Article VI (excluding, however, those set
forth in Section 6.10) shall be true and correct in all material respects except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which shall be true and correct, with the same effect as if then
made; and



 


		(b)	no Default and no Prepayment Event and no event which (with notice or lapse of time or both) would
become a Prepayment Event shall have then occurred and be continuing.



 


Section 5.1.6.
Loan Request


 


The Facility Agent
shall have received a Loan Request or Loan Requests duly executed by the Borrower together with:


 


		(a)	certified as true (by the Builder) copies of the "Buyer's Invoice" received by the Builder
from the Borrower pursuant to sub-paragraph (b) of paragraph 2 of Appendix B of the Construction Contract in relation to the
incurred NYC Allowance;



 






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		(b)	a copy of the final invoice from the Builder showing the amount of the Contract Price (including
the NYC Allowance) and the portion thereof payable to the Builder on the Actual Delivery Date under the Construction Contract;






 


		(c)	copies of the wire transfers for all payments by the Borrower
to the Builder under the Construction Contract in respect of the Contract Price prior to the Borrower's service of the Loan Request;



 


		(d)	the Hermes Documentary Requirements as notified by the Facility Agent to the Borrower pursuant
to Section 2.3(a); and



 


		(e)	a certified true copy of the Construction Contract together with each addendum thereto which is
in effect on the date of the Loan Request.



 


Section 5.1.7.
Foreign Exchange Counterparty Confirmations


 


		(a)	The Facility Agent shall have received a copy of each foreign exchange counterparty confirmation
entered into by the Borrower in respect of the payment of the instalments of the Contract Price (other than that relating to the
NYC Allowance) at least ten (10) Business Days prior to the proposed Disbursement Date.



 


		(b)	Following consultation with the Facility Agent the Borrower shall supply to the Facility Agent
at least three (3) Business Days prior to the date of the Loan Request its calculation of the US Dollar Maximum Loan Amount
under paragraph (a) of the definition of the term "US Dollar Equivalent".



 


Section 5.1.8.
Pledge Agreement


 


The Pledge Agreement
shall be duly executed by the parties thereto and delivered to the Facility Agent not less than thirty (30) days prior to the Disbursement
Date.


 


Section 5.1.9.
FEC Financing Documents


 


		(a)	A copy of the duly executed FEC Transfer Documents.



 


		(b)	The FEC Transfer Documents being in full force and effect and where applicable, from and after
the Disbursement Date.



 


Article VI

REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
and the Facility Agent to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the
Facility Agent and each Lender as set forth in this Article VI as of the Effective Date, the Guarantee Release Date and the
Disbursement Date (except as otherwise stated).


 






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Section 6.1.
Organisation, etc.


 


The Borrower is a corporation
validly organised and existing and in good standing under the laws of its jurisdiction of incorporation; the Borrower is duly qualified
to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business requires
such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; and the Borrower has
full power and authority, has taken all corporate action and holds all governmental and creditors' licenses, permits, consents
and other approvals necessary to enter into each Loan Document to which it is a party and to perform the Obligations.


 


Section 6.2.
Due Authorisation, Non-Contravention, etc.


 


The execution, delivery
and performance by the Borrower of this Agreement and each other Loan Document are within the Borrower's corporate powers, have
been duly authorised by all necessary corporate action, and do not:


 


		(a)	contravene the Borrower's Organic Documents;



 


		(b)	contravene any law or governmental regulation of any Applicable Jurisdiction except as would not
reasonably be expected to result in a Material Adverse Effect;



 


		(c)	contravene any court decree or order binding on the Borrower or any of its property except as would
not reasonably be expected to result in a Material Adverse Effect;



 


		(d)	contravene any contractual restriction binding on the Borrower or any of its property except as
would not reasonably be expected to result in a Material Adverse Effect; or



 


		(e)	result in, or require the creation or imposition of, any Lien on any of the Borrower's properties
except: (i) as would not reasonably be expected to result in a Material Adverse Effect or (ii) Liens created under the
Loan Documents.



 


Section 6.3.
Government Approval, Regulation, etc.


 


No authorisation or
approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is
required for the due execution, delivery or performance by the Borrower of this Agreement or any other Loan Document to which it
is a party (except for authorisations or approvals not required to be obtained on or prior to the Disbursement Date or that have
been obtained or actions not required to be taken on or prior to the Disbursement Date or that have been taken). The Borrower holds
all governmental licenses, permits and other approvals required to conduct its business as conducted by it on the Disbursement
Date, except to the extent the failure to hold any such licenses, permits or other approvals would not have a Material Adverse
Effect.


 






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Section 6.4.
Compliance with Laws


 


(a)              The
Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to
so comply does not and would not reasonably be expected to have a Material Adverse Effect.


 


(b)           The
Borrower has implemented and maintains in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower
and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in
compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity
that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (i) the Borrower,
any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees,
or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection
with or benefit from the credit facility established hereby, is a Sanctioned Person.


 


(c)              The
Borrower is in compliance with all applicable Environmental Laws, except to the extent that the failure to so comply would
not have a Material Adverse Effect.


 


Section 6.5.
Validity, etc.


 


This Agreement and
each of the other Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance
with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally or by general equitable principles.


 


Section 6.6.
No Default, Event of Default or Prepayment Event


 


No Default, Event of
Default or Prepayment Event has occurred and is continuing.


 


Section 6.7.
Litigation


 


There is no action,
suit, litigation, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, that
(i) except as set forth in filings made by the Borrower with the SEC in the Borrower's reasonable opinion might reasonably
be expected to materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries
(taken as a whole) (collectively, "Material Litigation") or (ii) purports to affect the legality, validity
or enforceability of the Loan Documents or the consummation of the transactions contemplated hereby.


 


Section 6.8.
The Purchased Vessel


 


Immediately following
the delivery of the Purchased Vessel to the Borrower under the Construction Contract, the Purchased Vessel will be:


 






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		(a)	legally and beneficially owned by the Borrower or one of the Borrower's wholly owned Subsidiaries,






 


		(b)	registered in the name of the Borrower or one of the Borrower's wholly owned Subsidiaries under
the Bahamian or Maltese flag or such other flag as the parties may mutually agree,



 


		(c)	classed as required by Section 7.1.4(b),



 


		(d)	free of all recorded Liens, other than Liens permitted by Section 7.2.3,



 


		(e)	insured against loss or damage in compliance with Section 7.1.5, and



 


		(f)	exclusively operated by or chartered to the Borrower or one of the Borrower's wholly owned Subsidiaries.



 


Section 6.9.
Obligations rank pari passu


 


The Obligations rank
at least pari passu in right of payment and in all other respects with all other unsecured unsubordinated Indebtedness of
the Borrower other than Indebtedness preferred as a matter of law.


 


Section 6.10.
Withholding, etc.


 


As of the Effective
Date, no payment to be made by the Borrower under any Loan Document is subject to any withholding or like tax imposed by any Applicable
Jurisdiction.


 


Section 6.11.
No Filing, etc. Required


 


No filing, recording
or registration and no payment of any stamp, registration or similar tax is necessary under the laws of any Applicable Jurisdiction
to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or the other Loan Documents
(except for filings, recordings, registrations or payments not required to be made on or prior to the Disbursement Date or that
have been made).


 


Section 6.12.
No Immunity


 


The Borrower is subject
to civil and commercial law with respect to the Obligations. Neither the Borrower nor any of its properties or revenues is entitled
to any right of immunity in any Applicable Jurisdiction from suit, court jurisdiction, judgment, attachment (whether before or
after judgment), set-off or execution of a judgment or from any other legal process or remedy relating to the Obligations (to the
extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted
or exist).


 


Section 6.13.
Investment Company Act


 


The Borrower is not
required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.


 






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Section 6.14.
Regulation U


 


The Borrower is not
engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of the Loan
will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U. Terms for which meanings are
provided in F.R.S. Board Regulation U or any regulations substituted therefor, as from time to time in effect, are used in this
Section with such meanings.


 


Section 6.15.
Accuracy of Information


 


The financial and other
information (other than financial projections or other forward looking information) furnished to the Facility Agent and the Lenders
in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate controller in connection with
the negotiation of this Agreement is, when taken as a whole, to the best knowledge and belief of the Borrower, true and correct
and contains no misstatement of a fact of a material nature. All financial projections, if any, that have been furnished to the
Facility Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate
controller in connection with this Agreement have been or will be prepared in good faith based upon assumptions believed by the
Borrower to be reasonable at the time made (it being understood that such projections are subject to significant uncertainties
and contingencies, many of which are beyond the Borrower's control, and that no assurance can be given that the projections will
be realised). All financial and other information furnished to the Facility Agent and the Lenders in writing by or on behalf of
the Borrower by its chief financial officer, treasurer or corporate controller after the date of this Agreement shall have been
prepared by the Borrower in good faith.


 


Article VII

COVENANTS


 


Section 7.1.
Affirmative Covenants


 


The Borrower agrees
with the Facility Agent and each Lender that, from the Effective Date (or, where applicable, from such time as may be stated in
any applicable provision below) until all Commitments have terminated and all Obligations have been paid in full, the Borrower
will perform the obligations set forth in this Section 7.1.


 


Section 7.1.1.
Financial Information, Reports, Notices, Poseidon Principles etc.


 


The Borrower will furnish,
or will cause to be furnished, to the Facility Agent (with sufficient copies for distribution to each Lender) the following financial
statements, reports, notices and information:


 


		(a)	as soon as available and in any event within 60 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Borrower's report
on Form 10-Q (or any successor form) as filed by the Borrower with the SEC for such Fiscal Quarter, containing unaudited
consolidated financial statements of the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement)
prepared in accordance with GAAP, subject to normal year-end audit adjustments;



 






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		(b)	as soon as available and in any event within 120 days after the end of each Fiscal Year of the
Borrower, a copy of the Borrower's annual report on Form 10-K (or any successor form) as filed by the Borrower with the SEC
for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance
with GAAP (including a balance sheet and profit and loss statement) and audited by PricewaterhouseCoopers LLP or another firm of
independent public accountants of similar standing;



 


		(c)	together with each of the statements delivered pursuant to the foregoing clause (a) or (b),
a certificate, executed by the chief financial officer, the treasurer or the corporate controller of the Borrower, showing, as
of the last day of the relevant Fiscal Quarter or Fiscal Year compliance with the covenants set forth in Section 7.2.4 (in
reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);



 


		(d)	as soon as possible after the occurrence of a Default or Prepayment Event, a statement of the chief
financial officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action
which the Borrower has taken and proposes to take with respect thereto;



 


		(e)	as soon as the Borrower becomes aware thereof, notice of any Material Litigation except to the
extent that such Material Litigation is disclosed by the Borrower in filings with the SEC;



 


		(f)	promptly after the sending or filing thereof, copies of all reports which the Borrower sends to
all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries
files with the SEC or any national securities exchange;



 


		(g)	such other information respecting the condition or operations, financial or otherwise, of the Borrower
or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request;



 


		(h)	information that identifies the Borrower and any Affiliate of the Borrower party to a Loan Document,
which may include the name and address of the Borrower and that Affiliate, the organisational documents of the Borrower and any
such Affiliate and such other information that will allow the Facility Agent or a Lender and/or its Affiliates to comply with its
obligations under the USA Patriot Act;



 






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		(i)	on or before the later of (i) 31 July and (ii) 30
days after its own receipt of a Statement of Compliance in each calendar year, supply, or procure the supply, to the Facility
Agent (for distribution to Hermes, Finnvera and the Lenders) (in each case at the cost of the Borrower) of all information necessary
in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including,
without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A
of Annex VI (as collated and reported to the Purchased Vessel's flag state using the verification report submitted to that flag
state) and any Statement of Compliance, in each case relating to the Purchased Vessel for the preceding calendar year, provided
always that such information shall be confidential information for the purposes of Section 11.15 and, accordingly, no Lender
shall publicly disclose such information with the identity of the Purchased Vessel or the Borrower (or, if applicable, the Borrower's
wholly owned Subsidiary that then owns the Purchased Vessel) without the prior written consent of the Borrower (it being expressly
agreed however that, in accordance with the Poseidon Principles, such information will form part of the information published
regarding the relevant Lender's portfolio climate alignment);






 


		(j)	during the Financial Covenant Waiver Period, as soon as available and in any event within respectively
five (5) Business Days, ten (10) and forty (40) days (or such other period as Hermes, Finnvera or the Lenders may require
from time to time) after the end of each monthly, bi-monthly and quarterly period (save that the period in respect of the final
quarter of each Fiscal Year shall be sixty (60) days) from the Amendment Effective Date (as defined in Amendment Number Two), the
information required by the Debt Deferral Extension Regular Monitoring Requirements (as such information requirements may be amended
on the basis set out in the Debt Deferral Extension Regular Monitoring Requirements) (in reasonable detail and with appropriate
calculations and computations in all respects reasonably satisfactory to the Facility Agent);



 


		(k)	during the Financial Covenant Waiver Period, upon the request of the Hermes Agent or the Finnvera
Agent (acting on the instructions of Hermes or Finnvera (as the case may be)), the Borrower and the Lenders shall provide information
in form and substance satisfactory to Hermes or Finnvera (as the case may be) regarding arrangements in respect of Indebtedness
for borrowed money of the Group then existing or any such Indebtedness to be incurred by or made available to (as the case may
be) the Group pursuant to binding commitments (such information to be provided to Hermes or Finnvera (as the case may be) in accordance
with the terms of the Hermes Agent's or the Finnvera Agent's request);



 


		(l)	during the period from the Amendment Effective Date (as defined in Amendment Number Two) until
the Covenant Modification Date, within five Business Days after the end of each month falling during such period, a certificate,
executed by the chief financial officer, the treasurer or the corporate controller of the Borrower, showing, as of the last day
of the immediately preceding month, compliance with the covenant set forth in Section 7.2.4(C); provided that if, during such
period, the Borrower is not in compliance with the covenant set forth in Section 7.2.4(C) as of the last day of such
month, the Borrower shall show compliance with such covenant as of the date such certificate is delivered;



 






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		(m)	within 15 Business Days of the end of each month throughout
the Early Warning Monitoring Period, a certificate, executed by the chief financial officer, the treasurer or the corporate controller
of the Borrower, showing, as of the last day of the relevant month (i) the ratio of Adjusted Cash Balance as of the last
day of the most recently completed month to the Monthly Outflow for the month most recently ended (and showing whether the Adjusted
Cash Balance covers the Monthly outflow for at least the subsequent five-month period) and (ii) the Borrower's Adjusted EBITDA
after Interest for the two consecutive Last Reported Quarters (in each case in reasonable detail and with appropriate calculations
and computations in all respects reasonably satisfactory to the Facility Agent);






 


		(n)	if the Borrower intends to make a Restricted Voluntary Prepayment, not less than ten Business Days
prior to the anticipated making of a Restricted Voluntary Prepayment, the Borrower shall provide written notice to the Facility
Agent of that Restricted Voluntary Prepayment (which notice shall set out in reasonable detail the terms of that Restricted Voluntary
Prepayment);



 


		(o)	as soon as the Borrower becomes aware thereof, notice (with a copy to the Hermes Agent, Hermes,
the Finnvera Agent and Finnvera) of any matter that has, or may, result in a breach of Section 7.1.10; and



 


		(p)	on one occasion during each calendar year until the Guarantee Release Date, the environmental plan
of the Borrower (and including the Group's carbon emissions for the past two years (calculated according to methodologies defined
by the IMO or any other public methodology specified by the Borrower)) as required to be published pursuant to the letter of the
Borrower issued pursuant to Amendment Number Two,



 


provided
that information required to be furnished to the Facility Agent under subsections (a), (b), (g) and (p) of this Section 7.1.1
shall be deemed furnished to the Facility Agent when available free of charge on the Borrower's website at http://www.rclinvestor.com
or the SEC's website at http://www.sec.gov.


 


Section 7.1.2.
Approvals and Other Consents


 


The Borrower will obtain
(or cause to be obtained) all such governmental licenses, authorisations, consents, permits and approvals as may be required for
(a) each Obligor to perform its obligations under the Loan Documents to which it is a party and (b) the operation of
the Purchased Vessel in compliance with all applicable laws, except, in each case, to the extent that failure to obtain (or cause
to be obtained) such governmental licenses, authorisations, consents, permits and approvals would not be expected to have a Material
Adverse Effect.


 


Section 7.1.3.
Compliance with Laws, etc.


 


The Borrower will,
and will cause each of its Subsidiaries to, comply in all material respects with all applicable laws, rules, regulations and orders,
except (other than as described in clause (a) below) to the extent that the failure to so comply would not have a Material
Adverse Effect, which compliance shall in any case include (but not be limited to):


 


		(a)	in the case of the Borrower, the maintenance and preservation of its corporate existence (subject
to the provisions of Section 7.2.6);



 






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		(b)	in the case of the Borrower, maintenance of its qualification as a foreign corporation in the State
of Florida;






 


		(c)	the payment, before the same become delinquent, of all taxes, assessments and governmental charges
imposed upon it or upon its property, except to the extent being diligently contested in good faith by appropriate proceedings;



 


		(d)	compliance with all applicable Environmental Laws;



 


		(e)	compliance with all anti-money laundering laws and Anti-Corruption Laws applicable to the Borrower,
including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either
directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this Agreement
to the extent the same would be in contravention of such applicable laws; and



 


		(f)	the Borrower will maintain in effect policies and procedures designed to procure compliance by
the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable
Sanctions.



 


Section 7.1.4.
The Purchased Vessel


 


The Borrower will:


 


		(a)	from the Actual Delivery Date, cause the Purchased Vessel to be exclusively operated by or chartered
to the Borrower or one of the Borrower's wholly owned Subsidiaries, provided that the Borrower or such Subsidiary may charter
out the Purchased Vessel (i) to entities other than the Borrower and the Borrower's wholly owned Subsidiaries and (ii) on
a time charter with a stated duration not in excess of one year;



 


		(b)	from the Actual Delivery Date, cause the Purchased Vessel to be kept in such condition as will
entitle her to classification by a classification society of recognised standing;



 


		(c)	on the Actual Delivery Date, provide the
following to the Facility Agent with respect to the Purchased Vessel:



 


(i)            evidence
(in the form of a builder's certificate or bill of sale) as to the ownership of the Purchased Vessel by the Borrower or one of
the Borrower's wholly owned Subsidiaries;


 


(ii)           evidence
of no recorded Liens on the Purchased Vessel, other than Liens permitted pursuant to Section 7.2.3; and


 


(iii)           a
copy of the protocol of delivery and acceptance in respect of the Purchased Vessel signed by the Builder and the Borrower, certified
as a true and complete copy by an Authorised Officer of the Borrower.


 






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		(d)	within seven days after the Actual Delivery Date, provide the following to the Facility Agent with
respect to the Purchased Vessel:






 


(i)            evidence
of the class of the Purchased Vessel; and


 


(ii)           evidence
as to all required insurance being in effect with respect to the Purchased Vessel.


 


Section 7.1.5.
Insurance


 


The Borrower will,
from the Actual Delivery Date, maintain or cause to be maintained with responsible insurance companies insurance with respect to
the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, as is
customary for other businesses of similar size in the passenger cruise line industry (provided that in no event will the
Borrower or any Subsidiary be required to obtain any business interruption, loss of hire or delay in delivery insurance) and will,
upon request of the Facility Agent, furnish to the Facility Agent (with sufficient copies for distribution to each Lender) at reasonable
intervals a certificate of a senior officer of the Borrower or its relevant Subsidiary with respect to the Purchased Vessel setting
forth the nature and extent of all insurance maintained by the Borrower and certifying as to compliance with this Section.


 


Section 7.1.6.
Books and Records


 


The Borrower will keep
books and records that accurately reflect all of its business affairs and transactions and permit the Facility Agent and each Lender
or any of their respective representatives, at reasonable times and intervals and upon reasonable prior notice, to visit each of
its offices, to discuss its financial matters with its officers and to examine any of its books or other corporate records.


 


Section 7.1.7.
Finnish Authority and Hermes Requests


 


		(a)	The Borrower shall, on the reasonable request of the Facility Agent, provide such information or
documents as required under the Credit Support Documents as necessary in each case to enable the Lenders to obtain the full support
of FEC and Finnvera as provided for in the Credit Support Documents. In particular but without limitation the Borrower shall provide
to the Finnish Ministry such information as required for monitoring and supervision purposes and is relevant to the FEC Financing
and the Borrower, the Facility Agent and each of the FEC Lenders (other than FEC) shall allow representatives of the Finnish Ministry
to visit their offices for this purpose.



 






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Where the Guarantee Holder as
holder of the Finnvera Guarantee or, if applicable, the Second Finnvera Guarantee receives a request for any material amendment,
consent or waiver under this Agreement, the Guarantee Holder shall ask for Finnvera's consent in respect of any such material
amendment, consent or waiver (which consent shall not be unreasonably withheld or delayed). The Borrower and the Lenders acknowledge
that Finnvera is entitled to instruct the Guarantee Holder, the FEC Lenders and, if applicable, the Finnvera Balancing Lenders
how to exercise their rights regarding the FEC Loan and, if applicable, the Finnvera Balancing Loan under this Agreement. The
Facility Agent shall procure that the Guarantee Holder shall comply, and the FEC Lenders and, if applicable, the Finnvera Balancing
Lenders shall comply, with the written instructions and notices given by Finnvera and shall not exercise any rights under this
Agreement in a manner inconsistent with such written instructions and notices of Finnvera, provided that any such instructions
do not oblige the Guarantee Holder or any FEC Lender or, if applicable, any Finnvera Balancing Lender to act outside of or contrary
to or in beach of its obligations under or the powers and authority conferred on each of them (acting in any capacity) under this
Agreement. For the avoidance of doubt, nothing in this Section 7.1.7 shall affect the obligations of the Guarantee Holder
under clause 4.2 of the Finnvera General Terms.


 


		(b)	The Borrower shall, on the reasonable request of the Hermes Agent or the Facility Agent, provide
such other information as required under the Hermes Insurance Policy and/or the Hermes Conditions as necessary in each case to
enable the Hermes Agent, the Facility Agent or the Hermes Lenders to obtain the full support of Hermes and/or the government of
the Federal Republic of Germany (as the case may be) pursuant to the Hermes Insurance Policy and/or the Hermes Conditions (as the
case may be). The Borrower shall pay to the Hermes Agent, the Facility Agent or the Hermes Lenders the amount of all reasonable
costs and expenses reasonably incurred by the Hermes Agent, the Facility Agent or the Hermes Lenders in connection with complying
with a request by Hermes or the government of the Federal Republic of Germany for any additional information necessary or desirable
in connection with the Hermes Insurance Policy or the Hermes Conditions; provided that the Borrower is consulted before
the Hermes Agent, the Facility Agent or Hermes Lenders incurs any such cost or expense.



 


The Lenders shall not take any
action that: (a) would have an adverse effect on the Hermes Insurance Policy; (b) would adversely impact the effectiveness
of the Hermes Insurance Policy; or (c) would amend or otherwise modify the terms of the Hermes Insurance Policy in a manner
that would impact any of the rights and obligations of the Borrower under this Agreement, other than in accordance with, or as
contemplated by, the terms of this Agreement or as may be requested by the Borrower.


 


Section 7.1.8.
Further assurances in respect of the Framework.


 


During the Financial
Covenant Waiver Period, the Borrower will from time to time at the request of the Facility Agent promptly enter into good faith
negotiations in respect of (a) amending this Agreement to remove the carve-out of Section 7.2.4 from the provisions of
Section 9.1.5 and/or (b) amending the financial covenants set forth in this Agreement, resetting the testing of such
financial covenants and/or supplementing those financial covenants with additional financial covenants. A failure to reach an agreement
under this paragraph following such good faith negotiations shall not constitute an Event of Default or a Prepayment Event.


 






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Section 7.1.9.
Equal treatment with Pari Passu Creditors.


 


The Borrower undertakes
with the Facility Agent that it shall ensure (and shall procure that each other Group Member shall ensure) that the Lenders are
treated equally in all respects with all other Pari Passu Creditors, and accordingly:


 


		(a)	the Borrower shall enter into similar debt deferral, covenant amendment and replacement and mandatory
prepayment arrangements to those contemplated by Amendment Number Two in respect of each ECA Financing (and for this purpose including
any financing which will, upon novation of the relevant facility agreement to the Borrower, become an ECA Financing) as soon as
reasonably practicable after February 19, 2021 (with such amendments being on terms which shall not prejudice the rights of
Hermes or Finnvera under this Agreement);



 


		(b)	the Borrower shall promptly upon written request, supply the Facility Agent, the Hermes Agent and
the Finnvera Agent with information (in a form and substance satisfactory to the Facility Agent, Hermes Agent and Finnvera Agent)
regarding the status of the amendments to be entered into in accordance with paragraph (a) above;



 


		(c)	to enable the Borrower to comply with the requirements under paragraph (d) below, prior to
any Group Member entering into any Restricted Credit Enhancement with a Pari Passu Creditor (other than a Restricted Credit Enhancement
granted in accordance with Section 7.2.9(a)(ii)), the Borrower shall promptly notify the Facility Agent (and such notification
shall include details of the new Lien or Group Member Guarantee and shall otherwise be in form and substance reasonably satisfactory
to the Facility Agent); and



 


		(d)	at the same time as any relevant Restricted Credit Enhancement is provided to the relevant Pari
Passu Creditor, the Borrower (other than a Restricted Credit Enhancement granted in accordance with Section 7.2.9(a)(ii)),
any relevant Group Member and the Lenders shall enter into such documentation as may be necessary in the reasonable opinion of
the Facility Agent to ensure that the Lenders benefit from that Restricted Credit Enhancement on the same terms as the relevant
Pari Passu Creditor(s) and, where that Restricted Credit Enhancement is a Lien or a Group Member Guarantee, to share in that
Lien or Group Member Guarantee on a pari passu basis (and the Lenders agree to enter into such intercreditor documentation to reflect
such pari passu ranking (in a form and substance satisfactory to the Lenders (acting reasonably)) as may be required in connection
with such arrangements).



 






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Section 7.1.10.
Performance of shipbuilding contract obligations.


 


The
Borrower shall (and shall procure that each of its Subsidiaries shall) comply with its contractual commitments under and in respect
of (i) each shipbuilding contract in existence as at April 1, 2020 (or which comes into existence at any time during
the Financial Covenant Waiver Period) entered into with the Builder and (ii) any option agreement or similar binding contractual
commitment (whether in respect of a firm order of a vessel or otherwise) in existence at April 1, 2020 (or which comes into
existence at any time during the Financial Covenant Waiver Period) entered into by the Borrower (or any of its Subsidiaries) and
the Builder in connection with the potential entry into of a shipbuilding contract at a future point in time (it being agreed
that such obligation shall not require the Borrower or the relevant Subsidiary (as applicable) to exercise any option or other
contractual right thereunder). Any changes which may need to be made under such shipbuilding contracts on or after April 1,
2020 shall be negotiated by the Borrower in good faith and on a best efforts basis so that the Borrower shall not unreasonably,
unduly or without prior consultation with the Builder, delay or postpone the payment of pre-delivery instalments or the delivery
of passenger cruise ships, in each case, under such shipbuilding contracts and the Borrower shall work together with the Builder
to resolve any crisis-related vessel construction delays. Without prejudice to such requirement of the Borrower to negotiate in
good faith and on a best efforts basis, this Section 7.1.10 shall be subject to any amendment to any such shipbuilding contract,
option agreement, contract or other related document if such amendment has, in consultation with the Hermes Agent (acting on the
instructions of Hermes) or the Finnvera Agent (acting on the instructions of Finnvera) (as the case may be), been agreed between
the Borrower or, as the case may be, relevant Subsidiary and the Builder.


 


Section 7.1.11.
Notice of written amendments to Construction Contract


 


The
Borrower shall furnish to the Facility Agent, as soon as practicable after such amendment or modification is entered into, (a) each
formal addendum to the Construction Contract (which on its face is identified as an addendum) and (b) notice of any other
written amendment to or written modification of the Construction Contract (other than upward or downward adjustments resulting
from change orders effected as contemplated by the express terms of the Construction Contract) that (i) relates to the amount
of the Contract Price, (ii) relates to the date on which the Purchased Vessel is to be delivered or (iii) (either by
itself or when aggregated with earlier amendments or modifications, if any) results in a decrease in the dimensions or capacity
of the Purchased Vessel in terms of the number of passengers and/or staterooms by more than five per cent (5%), in each case to
the extent that any of the same do not require approval pursuant to Section 7.2.8.


 


Section 7.1.12.
Hedging Activities


 


The Borrower shall
deliver to the Facility Agent on a quarterly basis following the Effective Date, a schedule of the Weighted Average Rate, accompanied
by copies of confirmations or screen shots evidencing the entry into, termination or modification of any trades or fixings effected
during such quarter under any agreements entered into by the Borrower from time to time in spot or forward currency markets for
the purchase of EUR with Dollars in order to pay the Contract Price or fix the NYC Applicable Rate.


 


Section 7.2.
Negative Covenants


 


The Borrower agrees
with the Facility Agent and each Lender that, from the Effective Date until all Commitments have terminated and all Obligations
have been paid and performed in full, the Borrower will perform the obligations set forth in this Section 7.2.


 






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Section 7.2.1.
Business Activities


 


The Borrower will not,
and will not permit any of its Subsidiaries to, engage in any principal business activity other than those engaged in by the Borrower
and its Subsidiaries on the date hereof and other business activities reasonably related, ancillary or complementary thereto, or
that are reasonable extensions thereof.


 


Section 7.2.2.
Indebtedness


 


Until
the occurrence of the Guarantee Release Date (whereupon Section 7.2.2 of Exhibit T shall apply in accordance with Section 7.3),
the Borrower will not permit any of the Existing Principal Subsidiaries to create, incur, assume or suffer to exist or otherwise
become or be liable in respect of any Indebtedness, other than, without duplication, the following:


 


		(a)	Indebtedness secured by Liens of the type described in Section 7.2.3;



 


		(b)	Indebtedness owing to the Borrower or a direct or indirect Subsidiary of the Borrower;



 


		(c)	Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction)
of assets acquired after the Effective Date;



 


		(d)	Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness
permitted to be secured under Section 7.2.3(c), at any one time outstanding not exceeding (determined at the time of creation
of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) 10% of the total assets
of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent
ended Fiscal Quarter;



 


		(e)	obligations in respect of Hedging Instruments entered into for the purpose of managing interest
rate, foreign currency exchange or commodity exposure risk and not for speculative purposes; and



 


		(f)	Indebtedness of Silversea Cruise Holding Ltd. and its subsidiaries ("Silversea")
identified in Section 1 of Exhibit J.



 


Section 7.2.3.
Liens


 


Until
the occurrence of the Guarantee Release Date (whereupon Section 7.2.2 of Exhibit T shall apply in accordance with Section 7.3),
the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:


 






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		(a)	Liens on assets (including, without limitation, shares
of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective
Date) acquired after the Effective Date (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries
(other than (x) an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, after three
months after the acquisition of a Vessel, owns a Vessel free of any mortgage Lien), which Liens were created solely for the purpose
of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction)
of such assets, so long as (i) the acquisition of such assets is not otherwise prohibited by the terms of this Agreement
and (ii) each such Lien is created within three months after the acquisition of the relevant assets;






 


		(b)	the Construction Mortgage but only to the extent that the same is discharged on the Actual Delivery
Date;



 


		(c)	in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness
in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d),
at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any Existing Principal
Subsidiary of such Indebtedness, as applicable) (i) 10% of the total assets of the Borrower and its Subsidiaries (the "Lien
Basket Amount") taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal
Quarter provided, however that, if, at any time, the Senior Debt Rating of the Borrower is less than Investment Grade as given
by both Moody's and S&P, the Lien Basket Amount shall be the greater of (x) 5.0% of the total assets of the Borrower and
its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter
and (y) $735,000,000;



 


		(d)	Liens on assets acquired after the Effective Date by the Borrower or any of its Subsidiaries (other
than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any
time, owns a Vessel free of any mortgage Lien) so long as (i) the acquisition of such assets is not otherwise prohibited by
the terms of this Agreement and (ii) each of such Liens existed on such assets before the time of its acquisition and was
not created by the Borrower or any of its Subsidiaries in anticipation thereof;



 


		(e)	Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (other than a corporation
that also becomes a Subsidiary of an Existing Principal Subsidiary) after the Effective Date so long as (i) the acquisition
or creation of such corporation by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens
are in existence at the time such corporation becomes a Subsidiary of the Borrower and were not created by the Borrower or any
of its Subsidiaries in anticipation thereof;



 


		(f)	Liens securing Government-related Obligations;



 


		(g)	Liens for taxes, assessments or other governmental charges or levies not at the time delinquent
or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings;



 






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		(h)	Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary
course of business for sums not overdue by more than 60 days or being diligently contested in good faith by appropriate proceedings;






 


		(i)	Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment
insurance or other forms of governmental insurance or benefits;



 


		(j)	Liens for current crew's wages and salvage;



 


		(k)	Liens arising by operation of law as the result of the furnishing of necessaries for any Vessel
so long as the same are discharged in the ordinary course of business or are being diligently contested in good faith by appropriate
proceedings;



 


		(l)	Liens on Vessels that:



 


(i)            secure
obligations covered (or reasonably expected to be covered) by insurance;


 


(ii)           were
incurred in the course of or incidental to trading such Vessel in connection with repairs or other work to such Vessel; or


 


(iii)          were
incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or
order;


 


provided
that, in each case described in this clause (l), such Liens are either (x) discharged in the ordinary course of business or
(y) being diligently contested in good faith by appropriate proceedings;


 


		(m)	normal and customary rights of set-off upon deposits of cash or other Liens originating solely
by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights in favour of
banks or other depository institutions;



 


		(n)	Liens in respect of rights of set-off, recoupment and holdback in favour of credit card processors
securing obligations in connection with credit card processing services incurred in the ordinary course of business;



 


		(o)	Liens on cash or Cash Equivalents or marketable securities securing:



 


(i)            obligations
in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity
exposure risk and not for speculative purposes; or


 


(ii)            letters
of credit that support such obligations;


 






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		(p)	deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case
in the ordinary course of business and deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements;



 


		(q)	easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed
by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract
from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;



 


		(r)	licenses, sublicenses, leases or subleases granted to other Persons not materially interfering
with the conduct of the business of the Borrower or any of its Subsidiaries; and



 


		(s)	Liens on any property of Silversea identified in Section 2 of Exhibit J,



 


provided,
however, that from February 19, 2021 until the Guarantee Release Date, no Group Member shall be entitled to grant any Lien
of the type referred to in paragraphs (a) to (d) over any ECA Financed Vessel..


 


Section 7.2.4.
Financial Condition


 


The Borrower will not
permit:


 


		(a)	Net Debt to Capitalisation Ratio, as at the end of any Fiscal Quarter, to be greater than 0.625
to 1.



 


		(b)	Fixed Charge Coverage Ratio to be less than 1.25 to 1 as at the last day of any Fiscal Quarter.



 


In addition, if at any time,
the Senior Debt Rating of the Borrower is less than Investment Grade as given by both Moody's and S&P, the Borrower will not
permit Stockholders' Equity to be less than, as at the last day of any Fiscal Quarter, the sum of (i) $4,150,000,000 plus
(ii) 50% of the consolidated net income of the Borrower and its Subsidiaries for the period commencing on January 1,
2007 and ending on the last day of the Fiscal Quarter most recently ended (treated for these purposes as a single accounting period,
but in any event excluding any Fiscal Quarters for which the Borrower and its Subsidiaries have a consolidated net loss).


 


SECTION 7.2.4(A). Most favoured
lender with respect to Financial Covenants. If any Group Member agrees, in respect of any of its Indebtedness for borrowed
money, to any new, modified or substitute financial covenants of the type or similar to the financial covenants set out in Section 7.2.4
above then (a) the Borrower shall notify the Facility Agent in writing within 5 Business Days of such new, modified or substitute
financial covenants being agreed with the relevant creditor(s) and (b) if required by the Lenders, the Borrower and the
Lenders shall, as soon as practicable thereafter, enter into an amendment to this Agreement to incorporate the new, modified or
substitute financial covenants.


 






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SECTION 7.2.4(B). Notification
of change to financial covenants. If, other than as notified in writing by the Borrower to the Facility Agent prior to the
date of Amendment Number Two, at any time during the Financial Covenant Waiver Period the last day of a financial covenant waiver
period under any of the agreements in respect of any of the Borrower's other Indebtedness shall be amended such that it falls
prior to December 31, 2022, the Borrower shall notify the Facility Agent.


 


SECTION 7.2.4(C). Minimum liquidity.
The Borrower will not allow the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries
as determined in accordance with GAAP to be less than the Adjustable Amount as of (a) the last day of any calendar month from
the Amendment Effective Date (as defined in Amendment Number Two) until the Covenant Modification Date, or (b) if the Borrower
is not in compliance with the requirements of this Section 7.2.4(C) as of the last day of any calendar month during the
Financial Covenant Waiver Period (or, if earlier, prior to the Covenant Modification Date), the date that the certificate required
by Section 7.1.1(l) with respect to such month is delivered to the Facility Agent (it being understood that the Borrower
shall not be required to comply with this Section 7.2.4(C) at any time on or after the Covenant Modification Date).


 


Section 7.2.5.
Additional Undertakings


 


From the effectiveness
of Amendment Number One and notwithstanding anything to the contrary set out in this Agreement or any other Loan Document:


 


		(a)	First Priority Guarantee Matters. Until the occurrence of a First Priority Release Event:



 


(i)            the
Borrower will not form, create, acquire or otherwise establish any new Subsidiaries that own, directly or indirectly, the Equity
Interests of the First Priority Guarantor (and will not permit any such new Subsidiary to own, directly or indirectly, any such
Equity Interests);


 


(ii)           the
First Priority Guarantor will not form, create, acquire or otherwise establish any new Subsidiaries that own, directly or indirectly,
the Equity Interests of any Principal Subsidiary (and will not permit any such new Subsidiary to own, directly or indirectly, any
such Equity Interests);


 


(iii)           the
First Priority Guarantor will not incur any additional Indebtedness for borrowed money (including any guarantees in respect of
Indebtedness), except in connection with any Other Guarantees;


 


(iv)           neither
Celebrity Cruises Holdings Inc. nor Celebrity Cruises Inc will incur any additional Indebtedness for borrowed money (including
any guarantees in respect of Indebtedness), except in connection with the Secured Note Indebtedness or any Permitted Refinancing
thereof; and


 


(v)            the
Borrower shall not, and shall procure that each other Subsidiary will not, Dispose of any First Priority Assets or any Equity
Interests in a Subsidiary that owns, directly or indirectly, any First Priority Assets, other than:


 






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		(A)	to any other entity that is a First Priority Guarantor;



 


		(B)	if the fair market value thereof, together with the fair market value of all other Dispositions
of First Priority Assets made after the effectiveness of Amendment Number One (but for this purpose excluding any Disposition of
the type referred to in the foregoing clause (A) and any Disposition, the net proceeds of which are applied in accordance
with the following clause (C)) is less than the sum of:



 


		(x)	$250,000,000 plus



 


		(y)	the fair market value of any asset (other than (1) current assets, intercompany debt or equity
instruments and (2) First Priority Assets or other assets owned by another First Priority Guarantor immediately prior to acquisition)
acquired by any First Priority Guarantor after the effectiveness of Amendment Number One; or



 


		(C)	if the net proceeds therefrom are applied in accordance with Section 4.09(b)(i) or 4.09(b)(iii) of
the Secured Note Indenture, to the extent applicable at such time; provided, however, that if, within 450 days of such Disposition,
any net proceeds of such Disposition have not been utilized in accordance with such provisions and are retained by the Borrower
or any Subsidiary after such application (such retained net proceeds, "Excess Proceeds"), then:



 


		(1)	if not already held by a First Priority Guarantor, such Excess Proceeds shall be promptly transferred
to a First Priority Guarantor to be (x) retained in an account and on the balance sheet of that First Priority Guarantor and
(y) used solely (i) for capital expenditures for the benefit of the remaining First Priority Assets or for the purposes
of any asset purchase by that First Priority Guarantor or (ii) to make an offer to each ECA Guarantor in accordance with the
following sub-clause (2); or



 






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		(2)	where the Borrower has elected to utilize the Excess Proceeds in the manner referred to in (ii) above,
the Borrower shall make a written offer contemporaneously to each ECA Guarantor to apply such Excess Proceeds as a pro rata prepayment
of the Loan and the Indebtedness under each other ECA Financing that is pari passu in right of payment to the Obligations. If any
ECA Guarantor provides written notice to the Borrower within 90 days of such offer accepting such offer, the Borrower shall prepay
the relevant Indebtedness notified to it within 10 Business Days (or such longer period as may be agreed with the lenders under
each relevant ECA Financing being prepaid) of the date of receipt of such notice. If any ECA Guarantor fails to accept such offer
within the said 90 days referred to above, then the pro rata portion of such Excess Proceeds that would have been applied to prepay
the ECA Financings with respect to such ECA Guarantor if such offer was accepted shall be retained and applied in accordance with
the foregoing sub-clause (1)(i).






 


		(b)	Second Priority Guarantee Matters. Until the occurrence of a Second Priority Release Event:



 


(i)            the
Borrower will not, and will not permit any of its Subsidiaries to, form, create, acquire or otherwise establish any new Subsidiaries
that own, directly or indirectly, the Equity Interests of any Second Priority Guarantor (and will not permit any such new Subsidiary
to own, directly or indirectly, any such Equity Interests);


 


(ii)           no
Second Priority Guarantor will form, create, acquire or otherwise establish any new Subsidiaries that own, directly or indirectly,
the Equity Interests of any Principal Subsidiary (and will not permit any such new Subsidiary to own, directly or indirectly, any
such Equity Interests); and


 


(iii)           the
Borrower shall not, and shall procure that each other Subsidiary shall not, Dispose of any Second Priority Assets or any Equity
Interests in a Subsidiary that owns, directly or indirectly, any Second Priority Assets, other than:


 


		(A)	to any other entity that is a Second Priority Guarantor; or



 






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		(B)	if the fair market value thereof, together with the fair market value of all other Dispositions
of Second Priority Assets made after the effectiveness of Amendment Number One (but for this purpose excluding any Disposition
of the type referred to in the foregoing clause (A)) is less than the sum of:



 


		(x)	$250,000,000 plus



 


		(y)	the fair market value of any asset (other than (1) current assets, intercompany debt or equity
instruments and (2) Second Priority Assets or other assets owned by another Second Priority Guarantor immediately prior to
acquisition) acquired by any Second Priority Guarantor after the effectiveness of Amendment Number One.



 


		(c)	Third Priority Guarantee Matters. Until the occurrence of a Third Priority Release Event:



 


(i)             the
Borrower will not form, create, acquire or otherwise establish any new Subsidiaries that own, directly or indirectly, the Equity
Interests of the Third Priority Guarantor (and will not permit any such new Subsidiary to own, directly or indirectly, any such
Equity Interests);


 


(ii)            the
Third Priority Guarantor will not form, create, acquire or otherwise establish any new Subsidiaries that own, directly or indirectly,
the Equity Interests of any Principal Subsidiary (and will not permit any such new Subsidiary to own, directly or indirectly, any
such Equity Interests); and


 


(iii)           the
Borrower shall not, and shall procure that each other Subsidiary will not, Dispose of any Third Priority Assets or any Equity Interests
in a Subsidiary that owns, directly or indirectly, any Third Priority Assets, other than:


 


		(A)	to any other entity that is a Third Priority Guarantor;



 


		(B)	if the fair market value thereof, together with the fair market value of all other Dispositions
of Third Priority Assets made after the effectiveness of Amendment Number One (but for this purpose excluding any Disposition of
the type referred to in the foregoing clause (A) and any Disposition, the net proceeds of which are applied in accordance
with the following clause (C)) is less than the sum of:



 


		(x)	$250,000,000 plus



 






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		(y)	the fair market value of any asset (other than (1) current assets, intercompany debt or equity
instruments and (2) Third Priority Assets or other assets owned by another Third Priority Guarantor immediately prior to acquisition)
acquired by any Third Priority Guarantor after the effectiveness of Amendment Number One; or



 


		(C)	if the net proceeds therefrom are applied in accordance with those provisions of the Unsecured
Note Indenture and/or the definitive documentation governing the DDTL Indebtedness to the extent applicable at the time which allow
the Borrower to make an offer to prepay and/or repay the debt evidenced by the Unsecured Note Indenture and/or DDTL Indebtedness,
as applicable; provided that, if any such net proceeds are retained by the Borrower or any Subsidiary after such application, the
Borrower shall promptly repay or redeem all or any portion of any Indebtedness that is pari passu or senior in right of payment
to the Obligations and for which a Third Priority Guarantor is a guarantor, in each case, subject to the terms of the documentation
governing such Indebtedness (including the DDTL Indebtedness, the Unsecured Note Indebtedness, any Bank Indebtedness, any Credit
Card Obligations, the Loan and any other Indebtedness under an ECA Financing); provided, further, that any repayment of Indebtedness
under any revolving credit agreement pursuant to this paragraph shall be accompanied by a corresponding permanent reduction in
the related revolving credit commitments.



 


		(d)	New Guarantor Matters. In the event the Borrower or any of its Subsidiaries acquires an
ECA Financed Vessel:



 


(i)             the
Borrower will, within 15 Business Days of the purchase of the relevant ECA Financed Vessel, cause the applicable New Guarantor
to provide (A) an Additional Guarantee, together with each equivalent Other Guarantee required to be provided under the terms
of the other ECA Financings (as amended from time to time) and (B) all documents and information required by the Lenders in
order to satisfy any applicable "know your customer" checks and any other reasonable condition precedent requirements
of the Lenders (excluding, for the avoidance of doubt, legal opinions); provided that, in each case, if such New Guarantor is party
to a Senior Guarantee at such time, the Facility Agent shall have contemporaneously entered into a New Guarantor Subordination
Agreement; and


 






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(ii)            until
the occurrence of a Second Priority Release Event and a Third Priority Release Event:


 


		(A)	the Borrower will not permit the applicable New Guarantor to incur any Indebtedness for borrowed
money (including any guarantees in respect of Indebtedness) other than the applicable Additional Guarantee, any Other Guarantee
and any Senior Guarantee;



 


		(B)	the Borrower will not permit the Principal
Subsidiary that acquires the relevant ECA Financed Vessel to incur any Indebtedness for borrowed money (including any guarantees
in respect of Indebtedness);



 


		(C)	notwithstanding any other provision of
this Agreement, the Borrower will not, and shall procure that no other Subsidiary shall, Dispose of (whether to a Group
Member or otherwise) the relevant ECA Financed Vessel (or any equity interests in a Subsidiary that owns, directly or indirectly,
such ECA Financed Vessel); provided that (1) such ECA Financed Vessel may be exclusively operated by or chartered to the Borrower
or one of the Borrower's wholly owned Subsidiaries and (2) the Borrower or such Subsidiary may charter out such ECA Financed
Vessel (x) to entities other than the Borrower and the Borrower's wholly owned Subsidiaries and (y) on a time charter
with a stated duration not in excess of one year; and



 


		(D)	notwithstanding the provisions of Sections 7.2.2 and 7.2.3, the Borrower will not, and will not
permit any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon the relevant ECA Financed Vessel, other
than Liens permitted under Section 7.2.3 that do not secure Indebtedness for borrowed money.



 


		(e)	Further Assurances. At the Borrower's reasonable request, the Facility Agent shall execute
(i) any Additional Subordination Agreement or any Subordination Agreement, in substantially the form attached hereto as Exhibit P
or Exhibit Q with such changes, or otherwise in form and substance, reasonably satisfactory to the Facility Agent (acting
upon the instructions of the Majority Lenders) to ensure the required priority of the Second Priority Guarantee and the Third Priority
Guarantee and (ii) any New Guarantor Subordination Agreement contemporaneously with the execution of any Senior Guarantee
by a New Guarantor if such New Guarantor has granted an Additional Guarantee at such time.



 


		(f)	Amount of Indebtedness. The Borrower shall ensure that:



 






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(i)            the
maximum aggregate principal amount of Bank Indebtedness (or any Permitted Refinancing thereof) guaranteed by the Second Priority
Guarantors shall not exceed, in the aggregate, $5,300,000,000 (or its equivalent in any other currency) until the occurrence of
a First Priority Release Event, a Second Priority Release Event, and a Third Priority Release Event;


 


(ii)           the
maximum aggregate principal amount of Unsecured Note Indebtedness and DDTL Indebtedness (or any Permitted Refinancing of either
of them), in each case, guaranteed by the Third Priority Guarantor shall not exceed, in the aggregate, $1,700,000,000 (or its equivalent
in any other currency) until the occurrence of a Third Priority Release Event;


 


(iii)          until
the occurrence of a Second Priority Release Event, none of the Second Priority Guarantors will grant any guarantee that is pari
passu with or senior to its obligations under the Second Priority Guarantee, except in connection with (A) any Bank Indebtedness
or any Permitted Refinancing thereof, (B) any Credit Card Obligations or (C) any Other Guarantees, provided that each
Other Guarantee shall be on terms no more favourable in any material respect (including for this purpose the priority of that guarantee)
than that currently provided by that Second Priority Guarantor in connection with the relevant Indebtedness; and


 


(iv)          until
the occurrence of a Third Priority Release Event, the Third Priority Guarantor will not grant any guarantee that is pari passu
with or senior to its obligations under the Third Priority Guarantee, except in connection with (A) any Bank Indebtedness,
Unsecured Note Indebtedness, DDTL Indebtedness or any Permitted Refinancing of any thereof, (B) any Credit Card Obligations
or (C) any Other Guarantees, provided that each Other Guarantee shall be on terms no more favourable in any material respect
(including for this purpose the priority of that guarantee) than that currently provided by the Third Priority Guarantor in connection
with the relevant Indebtedness.


 


		(g)	Release of Guarantees. The Borrower
agrees to give the Facility Agent written notice of the occurrence of any First Priority Release Event, Second Priority Release
Event or Third Priority Release Event. The Facility Agent agrees, subject to the proviso (2) below, that:



 


(i)             the
First Priority Guarantee shall be automatically released upon the occurrence of a First Priority Release Event;


 


(ii)            the
Second Priority Guarantee shall be automatically released upon the occurrence of a Second Priority Release Event;


 


(iii)           the
Third Priority Guarantee shall be automatically released upon the occurrence of a Third Priority Release Event; and


 






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(iv)          each
Additional Guarantee shall be automatically released upon the occurrence of both a Second Priority Release Event and a Third Priority
Release Event,


 


provided
(1) in each case, and subject to the proviso (2) below, that upon the Borrower's request, the Facility Agent shall promptly
confirm in writing the release of the applicable Guarantee following the occurrence of the relevant release event and (2) where
the Borrower is of the opinion that it would, if the Guarantee Release Date was to occur, be in breach of the provisions
of Section 7.2.2 as set out in Exhibit T (and which would otherwise come into effect on that Guarantee Release Date)
on the Guarantee Release Date, the Borrower shall be entitled, by serving written notice on the Facility Agent, the Hermes Agent
and the Finnvera Agent, to request that the Guarantee Release Date be postponed until such time as the Borrower is satisfied that
it will be able to comply with the provisions of the said Section 7.2.2. Where the Borrower issues a notice pursuant to this
proviso (2) it agrees that it shall use all reasonable endeavors and take all appropriate action as may be practicable at
such time to enable it to comply with the said Section 7.2.2 as soon as practicable following the date that the Guarantee
Release Date would have occurred but for this proviso (2) so that the Guarantee Release Date can then occur and, as soon as
it is satisfied that it will be able to comply with the said Section 7.2.2, it will promptly serve a further written notice
on the Facility Agent, the Hermes Agent and the Finnvera Agent. Upon receipt of this further notice, the provisions of this paragraph
(g) shall once again apply and the Facility Agent shall then take the action required of it to enable the Guarantee Release
Date to occur.


 


Section 7.2.6.
Consolidation, Merger, etc.


 


The Borrower will not,
and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other corporation
except:


 


		(a)	any such Subsidiary may (i) liquidate or dissolve voluntarily into, and may merge with and
into, the Borrower or any other Subsidiary, and the assets or stock of any Subsidiary may be purchased or otherwise acquired by
the Borrower or any other Subsidiary or (ii) merge with and into another Person in connection with a sale or other disposition
permitted by Section 7.2.7; and



 


		(b)	so long as no Event of Default or Prepayment Event has occurred and is continuing or would occur
after giving effect thereto, the Borrower or any of its Subsidiaries may merge into any other Person, or any other Person may merge
into the Borrower or any such Subsidiary, or the Borrower or any of its Subsidiaries may purchase or otherwise acquire all or substantially
all of the assets of any Person, in each case so long as:



 


(i)             after
giving effect thereto, the Stockholders' Equity of the Borrower and its Subsidiaries is at least equal to 90% of such Stockholders'
Equity immediately prior thereto; and


 






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(ii)            in
the case of a merger involving the Borrower where the Borrower is not the surviving corporation:


 


		(A)	the surviving corporation shall have assumed in writing, delivered to the Facility Agent, all of
the Borrower's obligations hereunder and under the other Loan Documents;



 


		(B)	the surviving corporation shall, promptly upon the request of the Facility Agent or any Lender,
supply such documentation and other evidence as is reasonably requested by the Facility Agent or any Lender in order for the Facility
Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary "know your customer"
or other similar checks under all applicable laws and regulations; and



 


		(C)	as soon as practicable after receiving notice from the Borrower of such merger, and in any event
no later than five Business Days after the delivery of such notice, for a surviving corporation that is organized under the laws
of a jurisdiction other than of the United States or a political subdivision thereof or Liberia, any Lender that may not legally
lend to, establish credit for the account of and/or do any business whatsoever with such surviving corporation, either directly
or through an Affiliate of such Lender (a "Protesting Lender") shall so notify the Borrower and the Facility Agent
in writing. With respect to each Protesting Lender, the Borrower shall, effective on or before the date that such surviving corporation
shall have the right to borrow hereunder, notify the Facility Agent and such Protesting Lender that the Commitments of such Protesting
Lender shall be terminated; provided that such Protesting Lender shall have received one or more payments from either the Borrower
or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan owing
to such Protesting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other
amounts payable to such Protesting Lender under this Agreement.



 






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Section 7.2.7.
Asset Dispositions, etc.


 


Subject to Section 7.2.5,
the Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the
Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.


 


Section 7.2.8.
Construction Contract


 


The Borrower will not
amend or modify any term or condition of the Construction Contract if such amendment or modification results in (i) a change
of type of the Purchased Vessel or (ii) (either by itself or when aggregated with earlier amendments or modifications, if
any) a decrease in the capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by more than five
per cent (5%) or (iii) the Purchased Vessel being unable to comply with applicable laws (including Environmental Laws) if,
in the reasonable opinion of each of Finnvera and the Hermes Agent, such inability has or could reasonably be expected to have
a Material Adverse Effect.


 


Section 7.2.9.
Framework Lien and Guarantee Restriction.


 


From February 19,
2021 until the Guarantee Release Date, and without prejudice to Section 7.2.3, the Borrower shall not (and shall procure that
each other Group Member shall not, save in respect of a Restricted Credit Enhancement of the type referred to in Section 7.1.9(d) (and
in respect of which the Lenders therefore receive the benefit)):


 


		(a)	grant any Restricted Credit Enhancement in respect of any Indebtedness for borrowed money, provided
that:



 


(i)             subject
to the limitations set out in paragraph (b) below, this paragraph (a) shall not prohibit any Group Member from providing
any Lien or Group Member Guarantee in connection with Indebtedness incurred after February 19, 2021 (provided that such Lien
and/or Group Member Guarantee is issued at the same time, and in connection with, the initial incurrence of that Indebtedness (and
is therefore not by way of additional credit support));


 


(ii)             in
connection with a Permitted Refinancing of any Indebtedness, the relevant Group Member shall be entitled to provide the creditors
under that Permitted Refinancing with Liens and/or Group Member Guarantees (as applicable) which:


 


		(A)	in the case where the existing Indebtedness being refinanced was previously supported by Liens,
the Liens and/or the Group Member Guarantees securing or supporting the Permitted Refinancing (as applicable) are over some or
all of the same assets and:



 


		(1)	with respect to any Liens, are with the same or lower priority as the Liens in respect of such
assets that secured the Indebtedness being refinanced; and



 






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		(2)	with respect to any Group Member Guarantees, are Group Member Guarantees provided by a Group Member
that owns (directly or indirectly) only those Vessels (or some of those Vessels but not any other Vessel) that were previously
secured pursuant to the Liens referred to in the first sentence of this paragraph (A); and



 


		(B)	in the case where the existing Indebtedness being refinanced was previously supported by any Group
Member Guarantee, the Group Member Guarantee(s) supporting such Permitted Refinancing are:



 


		(1)	guarantees of obligations in an amount no greater than the guarantees granted in connection with
the original Indebtedness being refinanced;



 


		(2)	in the case where the entity providing the relevant Group Member Guarantee(s) supporting such
Permitted Refinancing is the same entity providing the Group Member Guarantees that are being replaced, provided by entities owning
(directly or indirectly) only those Vessels (or some of those Vessels but not any other Vessel) that it owned when the previous
Group Member Guarantee was provided;



 


		(3)	in the case where the entity providing the relevant Group Member Guarantee(s) supporting such
Permitted Refinancing differs from the entity providing the Group Member Guarantees being replaced, provided by entities that directly
or indirectly own Vessels with an aggregate book value no greater than the Vessels that were owned (directly or indirectly) by
the previous provider of the relevant Group Member Guarantee(s) that supported the existing Indebtedness; and



 


		(4)	the same or lower priority as the original Group Member Guarantee(s) and are issued by either
the same entities or from shareholders of those entities,



 


this paragraph (a) shall not
prohibit any Group Member from providing or maintaining any Lien in accordance with the provisions of Section 7.2.3(e) through
to (s) inclusive, provided, however, that the proviso at the end of Section 7.2.3(e) shall apply with respect to
Liens granted pursuant to that provision; and


 






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		(b)	incur any new Indebtedness (including Indebtedness of the type referred to in paragraph 7.2.9(a)(i) above
but excluding any Permitted Refinancing Indebtedness in connection with paragraph 7.2.9(a)(ii) above) which is secured by
a Lien or is supported by a Group Member Guarantee and which, when taken with all other Indebtedness incurred
by the Group since February 19, 2021 and which is also secured by a Lien or supported by a Group Member Guarantee, is greater
than $1,300,000,000 (but deducting from this amount for this purpose, (i) the amount of any additional Indebtedness incurred
by the Borrower in connection with the drawing of the DDTL Indebtedness (whether pursuant to the accordion option or otherwise)
or (ii) any Indebtedness borrowed in lieu of the drawing of the DDTL Indebtedness in the foregoing clause) or its equivalent
in any other currency, and provided that no Group Member shall, as contemplated by the proviso to Section 7.2.3, from February 19,
2021 until the Guarantee Release Date (whereupon the relevant provisions of Exhibit T shall apply) be permitted to grant any
Lien over an ECA Financed Vessel as security for any Indebtedness permitted to be incurred under this Agreement after February 19,
2021.





 


Section 7.3.
Covenant Replacement.


 


With
effect on and from the Guarantee Release Date, it is agreed that Sections 7.2.2 and 7.2.3 shall be deleted in their entirety
and replaced with the covenants and other provisions set out in Exhibit T, which shall become part of this Agreement and effective
and binding on all parties hereto.


 


Section 7.4.
Borrower's Procurement Undertaking


 


Where any of the covenants
set out in this Agreement require performance by any Subsidiary of the Borrower, the Borrower shall procure the performance of
that obligation by such Subsidiary.


 


Section 7.5.
Limitation in respect of Certain Representations, Warranties and Covenants


 


The representations
and warranties and covenants given in Section 6.4(b) and Section 7.1.3(f) respectively shall only be given,
and be applicable to, a Lender resident in the Federal Republic of Germany or any other Lender who notifies the Facility Agent
that this Section 7.3 applies to them insofar as the giving of and compliance with such representations and warranties do
not result in a violation of or conflict with section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung)
(in conjunction with section 4 paragraph 1 a no.3 foreign trade law (AWG) (Außenwirtschaftsgesetz)), any provision
of Council Regulation (EC) 2271/1996 in conjunction with (EU) 2018/1100 or any similar applicable anti-boycott law or regulation.


 


Article VIII

EVENTS OF DEFAULT


 


Section 8.1.
Listing of Events of Default. Each of the following events or occurrences described in this Section 8.1 shall
constitute an "Event of Default".


 


Section 8.1.1.
Non-Payment of Obligations


 


The
Borrower shall default in the payment when due of any amount payable by it under the Loan Documents in the manner
required under the Loan Documents unless such failure is solely as a result of either (a) administrative or technical
error or (b) a Disruption Event, and, in either case, payment is made within three Business Days of its due date.
 


 


 






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Section 8.1.2.
Breach of Warranty


 


Any representation
or warranty of the Borrower made or deemed to be made hereunder (including any certificates delivered pursuant to Article V)
or under any other Loan Document is or shall be incorrect in any material respect when made.


 


Section 8.1.3.
Non-Performance of Certain Covenants and Obligations


 


The
Borrower shall default in the due performance and observance of any other agreement contained herein (including, from the Guarantee
Release Date, Exhibit T), or in any other Loan Document (other than the covenants set forth in Section 7.1.1(i), Section 7.1.1(j),
Section 7.1.1(m), Section 7.1.1(n), Section 7.1.1(o), Section 7.1.8, Section 7.1.9, Section 7.1.10
and Section 7.2.4 (but excluding Section 7.2.4(A) and Section 7.2.4(B) (a breach of which shall be regulated
in accordance with Section 9.1.12(d))) and also excluding Section 7.2.4(C), a breach of which shall, subject to the cure
periods set out in this Section 8.1.3, result in an Event of Default) and the obligations referred to in Section 8.1.1)
and such default shall continue unremedied for a period of five days after notice thereof shall have been given to the Borrower
by the Facility Agent or any Lender (or, if (a) such default is capable of being remedied within 30 days (commencing on the
first day following such five-day period) and (b) the Borrower is actively seeking to remedy the same during such period,
such default shall continue unremedied for at least 35 days after such notice to the Borrower).


 


Section 8.1.4.
Default on Other Indebtedness


 


(a) The
Borrower or any of the Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of
at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with
respect to Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Indebtedness; (b) the occurrence under any Hedging Instrument of an Early
Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging
Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any
Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the
termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than
$100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; (c) any other
event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such
Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness
to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any
property or assets under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and
payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by
voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required
to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of
any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require
prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not
constitute an Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For
purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such
instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or
any Principal Subsidiary would be required to pay if such instrument were terminated at such time.


 






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Section 8.1.5.
Bankruptcy, Insolvency, etc.


 


The Borrower, any of
the Material Guarantors or any of the Principal Subsidiaries (or any of its other Subsidiaries to the extent that the relevant
event described below would have a Material Adverse Effect) shall:


 


		(a)	generally fail to pay, or admit in writing its inability to pay, its debts as they become due;



 


		(b)	apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or
other custodian for it or any of its property, or make a general assignment for the benefit of creditors;



 


		(c)	in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment
of a trustee, receiver, sequestrator or other custodian for it or for a substantial part of its property, and such trustee, receiver,
sequestrator or other custodian shall not be discharged within 60 days, provided that in the case of such an event in respect
of the Borrower or any Material Guarantor, such Person hereby expressly authorises the Facility Agent and each Lender to appear
in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights
under the Loan Documents;



 


		(d)	permit or suffer to exist the commencement of any bankruptcy, reorganisation, debt arrangement
or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in
respect of the Borrower, such Material Guarantor or any of such Subsidiaries, and, if any such case or proceeding is not commenced
by the Borrower, such Material Guarantor or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by
the Borrower, such Material Guarantor or such Subsidiary or shall result in the entry of an order for relief or shall remain for
60 days undismissed, provided that the Borrower and each Material Guarantor hereby expressly authorises the Facility Agent
and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and
defend their respective rights under the Loan Documents; or



 






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		(e)	take any corporate action authorising, or in furtherance of, any of the foregoing.



 


Section 8.2.
Action if Bankruptcy


 


If any Event of Default
described in clauses (b) through (d) of Section 8.1.5 shall occur with respect to any Group Member, the Commitments
(if not theretofore terminated) shall automatically terminate and the outstanding principal amount of the Loan and all other Obligations
shall automatically be and become immediately due and payable, without notice or demand.


 


Section 8.3.
Action if Other Event of Default


 


If any Event of Default
(other than any Event of Default described in clauses (b) through (d) of Section 8.1.5 with respect to the Borrower)
shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent, upon the direction of the
Majority Lenders, shall by notice to the Borrower declare all of the outstanding principal amount of the Loan and other Obligations
to be due and payable or payable on demand and/or the Commitments (if not previously terminated) to be terminated, whereupon the
full unpaid amount of the Loan and other Obligations shall be and become immediately due and payable or payable on demand (as the
case may be), without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate provided
that the Facility Agent shall if so instructed by (i) FEC (where it is the only Lender of the FEC Loan (acting on the
instructions of Finnvera)) in relation the FEC Loan, or (ii) the Majority Lenders (other than FEC) (with the approval of Hermes)
in relation to the Hermes Loan and/or (acting on the instructions of Finnvera) in relation to the Finnvera Balancing Loan, by notice
to the Borrower:


 


		(a)	cancel all or any part of the (i) FEC Tranche A Commitment and/or the FEC Tranche B Commitment
in the case of FEC and/or (ii) the Finnvera Balancing Commitment and/or the Hermes Commitment (as the case may be) in the
case of the Majority Lenders (other than FEC); and/or



 


		(b)	declare that all or part of any amounts outstanding under the Loan Documents in respect of the
Loan or any part thereof are:



 


(i)             immediately
due and payable; and/or


 


		(ii)	payable on demand by the Facility Agent acting on the instructions of FEC in relation to the FEC
Loan and the Majority Lenders (other than FEC) in relation to the Hermes Loan and/or, if applicable, the Finnvera Balancing Loan.



 


Any notice given under
this sub-clause will take effect in accordance with its terms, provided that unless Finnvera has instructed otherwise FEC agrees
to consult with the Transferring Lenders (acting in any capacity in relation the FEC Loan), the Hermes Lenders or the Finnvera
Balancing Lenders as applicable for a period not exceeding ten (10) Business Days before giving instructions to the Facility
Agent as to the measures to be taken in relation to the acceleration or repayment of the FEC Loan pursuant to this Section 8.3.


 






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Article IX

PREPAYMENT EVENTS


 


Section 9.1.
Listing of Prepayment Events


 


Each of the following
events or occurrences described in this Section 9.1 shall constitute a "Prepayment Event".


 


Section 9.1.1.
Change of Control


 


There occurs any Change
of Control.


 


Section 9.1.2.
Unenforceability


 


Any Loan Document shall
cease to be the legally valid, binding and enforceable obligation of the Borrower or, to the extent applicable, any Material Guarantor
(in each case, other than with respect to provisions of any Loan Document (i) identified as unenforceable in the form of the
opinion of the Borrower's counsel set forth as Exhibit B-1 or in any opinion delivered to the Facility Agent after the Effective
Date in connection with this Agreement or (ii) that a court of competent jurisdiction has determined are not material) and
such event shall continue unremedied for 15 days after notice thereof has been given to the Borrower by the Facility Agent.


 


Section 9.1.3.
Approvals


 


Any material license,
consent, authorisation, registration or approval at any time necessary to enable the Borrower, any Material Guarantor or any Principal
Subsidiary to conduct its business shall be revoked, withdrawn or otherwise cease to be in full force and effect, unless the same
would not have a Material Adverse Effect.


 


Section 9.1.4.
Non-Performance of Certain Covenants and Obligations


 


The
Borrower shall default in the due performance and observance of any of the covenants set forth in Section 4.11 or Section 7.2.4
(but excluding Section 7.2.4(A) and Section 7.2.4(B) (which shall be regulated in accordance with Section 9.1.12(d))
and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that
any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding
Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but
without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial
Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no
Prepayment Event under Section 9.1.12 or Section 9.1.13 has occurred, in each case during the Financial Covenant Waiver
Period) constitute a Prepayment Event.


 


Section 9.1.5.
Judgments


 


Any judgment or
order for the payment of money in excess of $100,000,000 shall be rendered against the Borrower or any of the Principal
Subsidiaries by a court of competent jurisdiction and the Borrower or such Principal Subsidiary shall have failed to satisfy
such judgment and either:


 






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		(a)	enforcement proceedings in respect of any material assets of the Borrower or such Principal Subsidiary
shall have been commenced by any creditor upon such judgment or order and shall not have been stayed or enjoined within five (5) Business
Days after the commencement of such enforcement proceedings; or



 


		(b)	there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect.



 


Section 9.1.6.
Condemnation, etc.


 


The Purchased Vessel
shall be condemned or otherwise taken under colour of law or requisitioned and the same shall continue unremedied for at least
20 days, unless such condemnation or other taking would not have a Material Adverse Effect.


 


Section 9.1.7.
Arrest


 


The Purchased Vessel
shall be arrested and the same shall continue unremedied for at least 20 days, unless such arrest would not have a Material Adverse
Effect.


 


Section 9.1.8.
Sale/Disposal of the Purchased Vessel


 


The Purchased Vessel
is sold to a company which is not the Borrower or any other Subsidiary of the Borrower (other than for the purpose of a lease back
to the Borrower or any other Subsidiary of the Borrower).


 


Section 9.1.9.
Termination of the Construction Contract


 


If the Construction
Contract is terminated in accordance with its terms or by other lawful means prior to delivery of the Purchased Vessel and the
parties thereto do not reach an agreement to reinstate the Construction Contract within 30 days after such termination.


 


Section 9.1.10.
FEC Reassignment and Termination, etc. of the Finnvera Guarantee, the Hermes Insurance Policy or the Second Finnvera
Guarantee


 


(A)          FEC
Reassignment


 


		(a)	The parties to this Agreement acknowledge that FEC has the right, pursuant to and in accordance
with clause 11.3 of the FEC Supplemental Assignment Agreement, to effect a reassignment and/or re-transfer by way of Transfer Certificate
of any part of the FEC Loan to the Transferring Lenders (in accordance with their respective Percentages) if and only if the circumstances
set out in clause 11.3 of the FEC Supplemental Assignment Agreement occur, namely if the Finnvera Guarantee is, due to a reason
not attributable to FEC, repudiated, withdrawn, suspended, terminated or cancelled or otherwise
ceases to be in full force and effect or binding or enforceable against Finnvera (the "FEC Reassignment").





 






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		(b)	If an FEC Reassignment is at any time effected by FEC other than as a result of any gross negligence
or wilful misconduct of the Facility Agent, the Guarantee Holder or any of the Transferring Lenders, (any such FEC Reassignment
hereinafter referred to as the "FEC Prepayment Event"), the mandatory prepayments and cancellation provisions
contained in Section 9.2 shall apply and the Borrower shall be liable to pay any Break Costs determined in accordance with
Section 4.4.1.



 


		(c)	In the event of an FEC Reassignment as a result of any gross negligence or wilful misconduct of
the Facility Agent, the Guarantee Holder or any of the Transferring Lenders, no such mandatory prepayment shall be required and
the parties to this Agreement acknowledge and agree that:



 


(i)             each
such Transferring Lender, the Facility Agent or the Guarantee Holder shall be liable to pay FEC in its capacity as a Fixed Rate
Provider, any Break Costs determined in accordance with Section 4.4.1(A)b. and any other fees, costs or expenses required
to be paid and the Facility Agent shall procure that the Guarantee Holder shall make any such payment for which it is liable;


 


(ii)           from
the date of the FEC Reassignment the Borrower shall pay interest on the relevant part of the FEC Loan at the applicable Floating
Rate; and


 


(iii)           the
Borrower shall not be liable to pay any Break Costs or any other fees costs or expenses required to be paid as a result of the
FEC Reassignment.


 


		(d)	References to the provisions of the FEC Supplemental Assignment Agreement referred to in this Section 9.1.10(A) shall
be to such provisions in the form of the FEC Supplemental Assignment Agreement as originally executed (save for any accession to
such agreement by a Transferee Lender (other than the Initial Lender) or amendment and restatement of such agreement to enable
such Transferee Lender to become a party to it as a Transferring Lender) provided no amendments or supplements thereto shall be
agreed without the Borrower's prior written consent in which case such references shall be to such provisions of the FEC Supplemental
Assignment Agreement as amended or supplemented.



 


		(e)	The parties to this Agreement acknowledge and agree that if the Transferring Lenders exercise their
right to request a re-assignment and/or re-transfer of the FEC Loan pursuant to clause 13.2 of the FEC Supplemental Assignment
Agreement, the Borrower shall not be liable to pay any costs and expenses, including but not limited to Break Costs, that are incurred
by any party as a result of such re-assignment and/or re-transfer.



 






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		(f)	If Section 9.1.10(A)(c)(ii) applies, the Facility Agent and the Borrower shall enter
in good faith negotiations (for a period of not more than thirty (30) days commencing from the date of the
FEC Reassignment) with a view to agreeing a substitute basis for determining the rate of interest taking into account the creditworthiness
and borrowing credentials of the Borrower and the cost to the Transferring Lenders of funding their respective participations in
the FEC Loan.





 


 


		(g)	From the date of the FEC Reassignment
and unless and until an alternative rate is agreed in accordance with paragraph (f) above, the rate of interest on the relevant
part of the FEC Loan for the relevant Interest Period shall be the percentage rate per annum which is the weighted average of the
rates notified in good faith to the Facility Agent by each Transferring Lender as soon as practicable and in any event within
seven (7) Business Days of the date of the FEC Reassignment (or, if earlier, on the date falling three (3) Business Days
before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage
rate per annum and in the relevant Transferring Lender's good faith the cost to the relevant Transferring Lender of funding its
participation in that FEC Loan from whatever source it may reasonably select.



 


		(h)	Any alternative basis agreed pursuant to paragraph (f) above shall, with the prior consent
of all the Transferring Lenders and the Borrower, be binding on those parties.



 


(B)          Termination
etc. of Finnvera Guarantee or Second Finnvera Guarantee


 


If, prior
to the date of Final Maturity the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee is suspended, terminated
or withdrawn by Finnvera or otherwise ceases to be of full force and effect other than as a result of:


 


		(i)	a reason attributable to the gross negligence or wilful misconduct of FEC, the Facility Agent,
the Guarantee Holder or any of the Lenders; or



 


		(ii)	an FEC Prepayment Event,



 


then in such event, the Facility
Agent shall, as soon as reasonably practicable upon becoming aware of the same, notify the Borrower, giving details available of
the reasons or grounds for such suspension, termination or withdrawal and shall provide to the Borrower copies of documents, or
extracts thereof, as it may have in its possession in relation thereto (and the Lenders shall provide and the Facility Agent shall
procure that the Guarantee Holder shall provide such information to the Facility Agent as it may reasonably request in order for
it to comply with this requirement), to the extent not prohibited by applicable law and without requiring it to breach any obligation
binding upon it.


 






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(C)          Termination
etc. of Hermes Insurance Policy


 


If
the Hermes Insurance Policy fails to be in full force and effect, is terminated or cancelled or is no longer valid, or it
is suspended for more than six (6) months, in each case, so long as (a) such failure, termination, cancellation, invalidity
or suspension is not




 


due to the gross negligence or
wilful misconduct on the part of any Lender and (b) the relevant parties to the Hermes Insurance Policy do not reach an agreement
to reinstate the Hermes Insurance Policy within 60 days after such failure, termination, cancellation or invalidity or the end
of such six (6) month period, as the case may be. It being agreed that the Facility Agent shall promptly notify the Borrower
and the Guarantor upon receipt by Hermes of a written notice that the Hermes Insurance Policy is no longer in full force and effect,
has been terminated, cancelled, is no longer valid or suspended.


 


Section 9.1.11.
Illegality


 


No later than the close
of business on the last day of the Option Period related to the giving of any Illegality Notice by an affected Lender pursuant
to Section 3.2.2(c), either: (x) the Borrower has not elected to take an action specified in clause (1) or (2) of
Section 3.2.2(c) or (y) if any such election shall have been made, the Borrower has failed to take the action required
in respect of such election.


 


Section 9.1.12.
Framework Prohibited Events


 


		(a)	The Borrower declares, pays or makes or agrees to pay or make, directly or indirectly, any Restricted
Payment, except for (i) dividends or other distributions with respect to its Equity Interests payable solely in additional
shares of its Equity Interests or options to purchase Equity Interests, (ii) Restricted Payments pursuant to and in accordance
with stock option plans or other benefit plans (including with respect to performance shares issued in the ordinary course of business)
for present or former officers, directors, consultants or employees of the Borrower in the ordinary course of business consistent
with past practice and (iii) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise
of warrants, options or other securities convertible into or exercisable for Equity Interests of the Borrower;



 


		(b)	a Group Member makes any payment of any kind under any shareholder loan;



 


		(c)	a Group Member sells, transfers, leases or otherwise disposes of any its assets, whether by one
or a series of related transactions and that disposal or action was not conducted on arms' length terms between a willing seller
and a willing buyer and for fair market value;



 


		(d)	any Group Member breaches any of the requirements of Section 7.1.1(i), Section 7.1.1(j),
Section 7.1.1(m), Section 7.1.1(n), Section 7.1.1(o), Section 7.1.8, Section 7.1.9, Section 7.1.10,
Section 7.2.4(A) or Section 7.2.4(B);



 


		(e)	a Group Member completes a Debt Incurrence;



 


		(f)	a Group Member enters into a Restricted Loan Arrangement; and/or



 


		(g)	a Group Member makes a Restricted Voluntary Prepayment.



 






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Section 9.1.13.
Principles and Framework.


 


The Borrower shall
default in the due performance and observance of the Principles and/or the Framework (it being agreed that if there is inconsistency
between the terms of the Principles and the Framework, the Framework shall prevail) and, if capable of remedy such default shall
continue unremedied for a period of ten (10) days after notice thereof shall have been given to the Borrower by the Facility
Agent; provided that, if the default does not otherwise constitute a Default or a Prepayment Event under another Section of
this Agreement, as amended to date, the Borrower, the Facility Agent, Hermes and Finnvera shall negotiate a resolution in good
faith for a maximum period of fifteen (15) days after notice thereof shall have been given to the Borrower by the Facility Agent.


 


Section 9.2.
Mandatory Prepayment


 


If
any Prepayment Event shall occur and be continuing (and subject, in the case of Section 9.1.10 (C), to Section 11.20
and subject also in the case of Sections 9.1.12 and 9.1.13, to sub-paragraph (d) below), the Facility Agent, upon the direction
of the Majority Lenders, shall by notice to the Borrower either (i) if the Disbursement Date has occurred and the Loan disbursed
require the Borrower to prepay in full on the date stipulated in such notice or, in the case of a notice served on the Borrower
in respect of a Prepayment Event under Section 9.1.11, within 15 Business Days, all principal of and interest on the Loan
and all other Obligations (and, in such event, the Borrower agrees to so pay the full unpaid amount of the Loan and all accrued
and unpaid interest thereon and all other Obligations) or (ii) if the Disbursement Date has not occurred, terminate the Commitments;
provided that:


 


		(a)	if such Prepayment Event arises under Section 9.1.11, the remedy available under this Section 9.2
shall be limited to that provided in clause (i) above and only with respect to the portion of the Loan held by the affected
Lender that gave the relevant Illegality Notice (the "Affected Lender");



 


		(b)	if the Prepayment Event arises under Section 9.1.10(A) or (B), the Borrower shall (i) prepay
the FEC Loan together with interest and all other Obligations or the FEC Commitment shall be cancelled (as the case may be) in
respect of any termination of the Finnvera Guarantee or any FEC Reassignment resulting therefrom and/or (ii) in the case of
Section 9.1.10(B) only and if applicable, prepay the Finnvera Balancing Loan together with interest and all other Obligations
or the Finnvera Balancing Commitment shall be cancelled (as the case may be) in respect of any termination of the Second Finnvera
Guarantee;



 


		(c)	if the Prepayment Event arises under Section 9.1.10(C) and
no alternative arrangements have been agreed during the Mitigation Period under and in accordance with Section 11.20, the
Borrower shall prepay the Loan together with interest and all other Obligations or the total Commitments shall be cancelled (as
the case may be) as provided above in clause (i) above; and



 






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		(d)	if such Prepayment Event arises under Section 9.1.12 or Section 9.1.13 such prepayment
event shall not give rise to an entitlement on the part of the Lenders to require that the Loan is prepaid or to the cancellation
of the Commitments (if not theretofore cancelled) but instead, where a notice is given by the Facility Agent pursuant to this Section 9.2
following the occurrence of a Prepayment Event under either Section 9.1.12 or Section 9.1.13, the waiver of Section 7.2.4
contained in Section 9.1.4 shall immediately cease such that any breach of Section 7.2.4 in existence as at the date
of the notice from the Facility Agent referred to in the first paragraph of this Section 9.2 or any breach occurring at any
time after such notice shall constitute a Prepayment Event with all attendant consequences.



 


Section 9.3.
Mitigation.


 


If
the Facility Agent or any of the Lenders has actual notice and/or knowledge of any potential suspension, termination or withdrawal
of the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee or becomes aware that an event or circumstance
has arisen which will cause the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee to be suspended, terminated
or withdrawn for any reason or no longer remain in full force and effect it shall notify the Borrower and, in the case of such
Lender, the Facility Agent. Following such notification the Lenders, the Borrower and the Facility Agent shall (at the cost and
expense of the Borrower) negotiate in good faith for a period of up to 30 days or, if less, the date by which the Finnvera Guarantee
and/or, if applicable, the Second Finnvera Guarantee shall be suspended, terminated or withdrawn or cease to be in full force and
effect to determine whether the Facility can be restructured and/or the Loan refinanced in a manner acceptable to each of the Lenders
in their absolute discretion.  The Facility Agent (acting on behalf of the Lenders) will request that Finnvera take part in
such negotiations but shall have no obligation other than to send such request to Finnvera. Nothing in this Section shall
oblige any Finance Party to (i) monitor or make enquiries of or any investigation into whether any such suspension, termination
or withdrawal etc. of the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee has occurred or will occur or
(ii) agree to any restructuring or refinancing of the Loan during any such good faith discussions.


 






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Article X

THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS


 


Section 10.1.
Actions


 


Each Lender and
Residual Risk Guarantor hereby appoints KfW IPEX, as Facility Agent (including (as applicable) in its capacity as CIRR agent)
and Hermes Agent as its agent under and for purposes of this Agreement, each other Loan Document and each other Credit
Support Document (for purposes of this Article X, the Facility Agent (including in its capacity as CIRR agent) and
Hermes Agent are referred to collectively as the "Agents"). Each Lender and each Residual Risk Guarantor
authorises the Agents to act on behalf of such Lender and such Residual Risk Guarantor under this Agreement each other Loan
Document and each Credit Support Document
and, in the absence of other written instructions from the Majority Lenders and/or the Majority Residual Risk Guarantors (as the
case may be) received from time to time by the Agents (with respect to which each Agent agrees that it will comply, except as otherwise
provided in this Article X or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental
thereto. No Agent shall be obliged to act on the instructions of any Lender, the Majority Lenders, the Residual Risk Guarantors
or the Majority Residual Risk Guarantors (as the case may be) if to do so would, in the opinion of such Agent, be contrary to any
provision of this Agreement, any other Loan Document or Credit Support Document (as the case may be) or to any law, or would expose
such Agent to any actual or potential liability to any third party or would in the reasonable opinion of such Agent be contrary
to any provision of the Finnvera Guarantee, or, if applicable, the Second Finnvera Guarantee or the Hermes Insurance Policy
(as the case may be) or in any way jeopardise the cover provided by such guarantee or policy.
 


 


 


Section 10.2.
Indemnity


 


Each Lender (other
than FEC) and each Residual Risk Guarantor shall indemnify (which indemnity shall survive any termination of this Agreement) each
Agent, pro rata according to such Lender's Percentage or Residual Risk Guarantee Proportion (as the case may be), from and against
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements
of counsel) that be incurred by or asserted or awarded against, such Agent in any way relating to or arising out of this Agreement
and any other Loan Document or any action taken or omitted by such Agent under this Agreement or any other Loan Document; provided
that no Lender or Residual Risk Guarantor shall be liable for the payment of any portion of such claims, damages, losses, liabilities
and expenses which have resulted from such Agent's gross negligence or wilful misconduct. Without limitation of the foregoing,
each Lender agrees to reimburse each Agent promptly upon demand for its rateable share of any out-of-pocket expenses (including
reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under, this Agreement, to the extent that such Agent is not reimbursed for such expenses by the Borrower. In
the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether
any such investigation, litigation or proceeding is brought by any Agent, any Lender, any Residual Risk Guarantor or a third party.
No Agent shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in
respect of this Agreement or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified
hereunder to its satisfaction. If any indemnity in favour of an Agent shall be or become, in such Agent's determination, inadequate,
such Agent may call for additional indemnification from the Lenders and the Residual Risk Guarantors and cease to do the acts indemnified
against hereunder until such additional indemnity is given.


 


Section 10.3.
Funding Reliance, etc..


 


Each Lender shall notify
the Facility Agent by 4:00 p.m., Frankfurt time, one day prior to the advance of the Loan if it is not able to fund the following
day. Unless the Facility Agent


 






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shall have been notified by telephone,
confirmed in writing, by any Lender by 4:00 p.m., Frankfurt time, on the day prior to the advance of the Loan that such Lender
will not make available the amount which would constitute its Percentage of the Loan on the date specified therefor, the Facility
Agent may assume that such Lender has made such amount available to the Facility Agent and, in reliance upon such assumption, may,
but shall not be obliged to, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall
not have made such amount available to the Facility Agent, such Lender and the Borrower severally agree to repay the Facility Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Facility Agent made
such amount available to the Borrower to the date such amount is repaid to the Facility Agent, at the interest rate applicable
at the time to the Loan without premium or penalty.


 


Section 10.4.
Exculpation


 


None of the Agents
nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted
to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own wilful
misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants
or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have
any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions
of this Agreement on the part of the Obligors or the existence at any time of any Default or Prepayment Event or to inspect the
property (including the books and records) of the Obligors, (iv) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished
pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party
or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender
or the Obligors to perform any of its obligations under this Agreement or any other Loan Document; (B) the financial condition
of the Obligors; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to
this Agreement or any other Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement
or any other Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility
in evidence or sufficiency of this Agreement or any other Loan Document or of any document executed or delivered pursuant to or
in connection with any Loan Document.


 


Section 10.5.
Successor


 


The Facility Agent
may resign as such at any time upon at least 30 days' prior notice to the Borrower, all Lenders and all Residual Risk Guarantors,
provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement
and (ii) 


 






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shall not become effective until a successor
Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment.
If the Facility Agent at any time shall resign, the Majority Lenders shall, subject to the immediately preceding proviso and subject
to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Facility
Agent which shall thereupon become such Facility Agent's successor hereunder (provided that the Majority Lenders and the
Majority Residual Risk Guarantors shall, subject to the consent of the Borrower unless an Event of Default or a Prepayment Event
shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders
in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor
Facility Agent shall have been so appointed by the Majority Lenders and the Majority Residual Risk Guarantors, and shall have accepted
such appointment, within 30 days after the Facility Agent's giving notice of resignation, then the Facility Agent may, on behalf
of the Lenders and the Majority Residual Risk Guarantors, appoint a successor Facility Agent, which shall be one of the Lenders
or a commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in other
currencies), subject, in each case, to the consent of the Borrower (such consent not to be unreasonably withheld). Upon the acceptance
of any appointment as Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall be entitled to
receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the resigning Facility
Agent, and the resigning Facility Agent shall be discharged from its duties and obligations under this Agreement. After any resigning
Facility Agent's resignation hereunder as the Facility Agent, the provisions of:


 


		(a)	this Article X shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was the Facility Agent under this Agreement; and



 


		(b)	Section 11.3 and Section 11.4 shall continue to inure to its benefit.



 


If a Lender acting as the Facility Agent
assigns its Loan and, with the prior written consent of Finnvera transfers its Residual Risk Guarantee to one of its Affiliates
or, such Affiliate, with the prior written consent of Finnvera issues a replacement Residual Risk Guarantee, such Facility Agent
may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations
as Facility Agent to such Affiliate.


 


Section 10.6.
Loans by the Facility Agent


 


The Facility Agent
shall have the same rights and powers with respect to the Loan made by it or any of its Affiliates. The Facility Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate
of the Borrower as if the Facility Agent were not the Facility Agent hereunder and without any duty to account therefor to the
Lenders. The Facility Agent shall have no duty to disclose information obtained or received by it or any of its Affiliates relating
to the Borrower or its Subsidiaries to the extent such information was obtained or received in any capacity other than as the Facility
Agent.


 






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Section 10.7.
Credit Decisions


 


Each Lender and Residual
Risk Guarantor acknowledges that it has, independently of each Agent and each other Lender and Residual Risk Guarantor, and based
on such Lender's and Residual Risk Guarantor's review of the financial information of the Obligors, this Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender and Residual Risk Guarantor) and such other documents,
information and investigations as such Lender and Residual Risk Guarantor has deemed appropriate, made its own credit decision
to extend its Commitment. Each Lender and Residual Risk Guarantor also acknowledges that it will, independently of each Agent and
each other Lender and Residual Risk Guarantor, and based on such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights
and privileges available to it under this Agreement or any other Loan Document.


 


Section 10.8.
Copies, etc.


 


Each Agent shall give
prompt notice to each Lender of each notice or request required or permitted to be given to such Agent by the Borrower pursuant
to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). Each Agent will distribute to each
Lender each document or instrument received for its account and copies of all other communications received by such Agent from
the Borrower for distribution to the Lenders by such Agent in accordance with the terms of this Agreement.


 


Section 10.9.
The Agents' Rights


 


Each Agent may (i) assume
that all representations or warranties made or deemed repeated by the Obligors in or pursuant to this Agreement or any other Loan
Document are true and complete, unless, in its capacity as the Facility Agent, it has acquired actual knowledge to the contrary,
(ii) assume that no Default has occurred unless, in its capacity as an Agent, it has acquired actual knowledge to the contrary,
(iii) rely on any document or notice believed by it to be genuine, (iv) rely as to legal or other professional matters
on opinions and statements of any legal or other professional advisers selected or approved by it, (v) rely as to any factual
matters which might reasonably be expected to be within the knowledge of the Borrower on a certificate signed by or on behalf of
the Borrower and (vi) refrain from exercising any right, power, discretion or remedy unless and until instructed to exercise
that right, power, discretion or remedy and as to the manner of its exercise by the Lenders (or, where applicable, by the Majority
Lenders) and the Residual Risk Guarantors (or, where applicable, by the Majority Residual Risk Guarantor) and unless and until
such Agent has received from the Lenders and the Residual Risk Guarantors any payment which such Agent may require on account of,
or any security which such Agent may require for, any costs, claims, expenses (including legal and other professional fees) and
liabilities which it considers it may incur or sustain in complying with those instructions.


 






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Section 10.10.
The Facility Agent's Duties


 


The Facility Agent
shall (i) if requested in writing to do so by a Lender, make enquiry and advise the Lenders as to the performance or observance
of any of the provisions of this Agreement or any other Loan Document by any Obligor or as to the existence of an Event of Default
and (ii) inform the Lenders promptly of any Event of Default of which the Facility Agent has actual knowledge.


 


The Facility Agent
shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed
repeated by the Obligors or actual knowledge of the occurrence of any Default unless a Lender or the Borrower shall have given
written notice thereof to the Facility Agent in its capacity as the Facility Agent. Any information acquired by the Facility Agent
other than specifically in its capacity as the Facility Agent shall not be deemed to be information acquired by the Facility Agent
in its capacity as the Facility Agent.


 


The Facility Agent
may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower
or with the Borrower's subsidiaries or associated companies or with a Lender as if it were not the Facility Agent.


 


Section 10.11.
Employment of Agents


 


In performing its duties
and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement or the other Loan Documents, each
Agent shall be entitled to employ and pay agents to do anything which such Agent is empowered to do under or pursuant to this Agreement
or the other Loan Documents (including the receipt of money and documents and the payment of money); provided that, unless
otherwise provided herein, including without limitation Section 11.3, the employment of such agents shall be for such Agent's
account, and to act or refrain from taking action in reliance on the opinion of, or advice or information obtained from, any lawyer,
banker, broker, accountant, valuer or any other person believed by such Agent in good faith to be competent to give such opinion,
advice or information.


 


Section 10.12.
Distribution of Payments


 


The Facility Agent
shall pay promptly to the order of each Lender and each Residual Risk Guarantor that Lender's Percentage or that Residual Guarantors
Residual Risk Guarantee Proportion, as the case may be, of every sum of money received by the Facility Agent pursuant to this Agreement
or the other Loan Documents owing to that Lender or Residual Risk Guarantor, as the case may be (with the exception of any amounts
payable pursuant to any Fee Letter and any amounts which, by the terms of this Agreement or the other Loan Documents, are paid
to the Facility Agent for the account of the Facility Agent alone or specifically for the account of one or more Lenders or Residual
Risk Guarantors) and until so paid such amount shall be held by the Facility Agent on trust absolutely for that Lender or that
Residual Risk Guarantor (as the case may be).


 






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Section 10.13.
Reimbursement


 


The Facility Agent
shall have no liability to pay any sum to a Lender or Residual Risk Guarantor until it has itself received payment of that sum.
If, however, the Facility Agent does pay any sum to a Lender on account of any amount prospectively due to that Lender or Residual
Risk Guarantor pursuant to Section 10.12 before it has itself received payment of that amount, and the Facility Agent does
not in fact receive payment within two (2) Business Days after the date on which that payment was required to be made by the
terms of this Agreement or any of the other Loan Documents, that Lender or Residual Risk Guarantor will, on demand by the Facility
Agent, refund to the Facility Agent an amount equal to the amount received by it, together with an amount sufficient to reimburse
the Facility Agent for any amount which the Facility Agent may certify that it has been required to pay by way of interest on money
borrowed to fund the amount in question during the period beginning on the date on which that amount was required to be paid by
the terms of this Agreement or the other Loan Documents and ending on the date on which the Facility Agent receives reimbursement.


 


Section 10.14.
Instructions


 


Where an Agent is authorised
or directed to act or refrain from acting in accordance with the instructions of the Lenders, the Majority Lenders, the Residual
Risk Guarantors or the Majority Residual Risk Guarantors (as the case may be) each of the Lenders and the Residual Risk Guarantors
shall provide such Agent with instructions within five (5) Business Days (or such longer period as is required in the opinion
of Hermes or Finnvera (as the case may be) in order for the Lenders or the Residual Risk Guarantors to receive instructions from
Hermes and/or Finnvera (as the case may be)) of such Agent's request (which request may be made orally or in writing). If a Lender
or a Residual Risk Guarantor does not provide such Agent with instructions within that period, that Lender or that Residual Risk
Guarantor shall be bound by the decision of such Agent. Nothing in this Section 10.14 shall limit the right of such Agent
to take, or refrain from taking, any action without obtaining the instructions of the Lenders, the Majority Lenders, the Residual
Risk Guarantors or the Majority Residual Risk Guarantors (as the case may be) if such Agent in its discretion considers it necessary
or appropriate to take, or refrain from taking, such action in order to preserve the rights of the Lenders or the Residual Risk
Guarantors (as the case may be) under or in connection with this Agreement or any of the other Loan Documents. In that event, such
Agent will notify the Lenders or the Residual Risk Guarantors (as the case may be) of the action taken by it as soon as reasonably
practicable, and the Lenders and the Residual Risk Guarantors agree to ratify any action taken by the Facility Agent pursuant to
this Section 10.14.


 


Section 10.15.
Payments


 


All amounts payable
to a Lender or a Residual Risk Guarantor under this Section 10 shall be paid to such account at such bank as that Lender or
that Residual Risk Guarantor may from time to time direct in writing to the Facility Agent.


 






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Section 10.16.
"Know your customer" Checks


 


Each Lender shall promptly
upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably
requested by the Facility Agent (for itself or on behalf of another Lender) in order for the Facility Agent (or that Lender) to
carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in this Agreement, the other Loan Documents, any FEC
Transfer Certificate, any Transfer Certificates or any Lender Assignment Agreements (as the case may be).


 


Section 10.17.
No Fiduciary Relationship


 


Except as provided
in Section 10.12, neither Agent shall have any fiduciary relationship with or be deemed to be a trustee of or for any other
person and nothing contained in this Agreement or any other Loan Document shall constitute a partnership between any two or more
Lenders or between either Agent and any other person.


 


Section 10.18.
Initial Mandated Lead Arranger


 


(A)            The
Initial Mandated Lead Arranger has no obligations of any kind to the Borrower or any other Finance Party under or in connection
with this Agreement or the other Loan Documents.


 


(B)            Nothing
in any Loan Document constitutes the Initial Mandated Lead Arranger as a trustee or fiduciary of any other person.


 


(C)            The
Initial Mandated Lead Arranger shall not be bound to account to any Lender for any sum or the profit element of any sum received
by it for its own account.


 


Article XI

MISCELLANEOUS PROVISIONS


 


Section 11.1.
Waivers, Amendments, etc.


 


		(A)	The provisions of this Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and consented to by (a) the Borrower and each
of (i) the Majority Lenders (acting with the consent of the Federal Republic of Germany (in accordance with section 9.2 of
the Terms and Conditions where such amendments modification or waiver is relevant to the Hermes Loan and, if applicable, the Finnvera
Balancing Loan) and (ii) only in the case of (b) and (d) below the Majority Residual Risk Guarantors, and (b) Finnvera
and Hermes in respect of any material amendment, modification or waiver; provided that no such amendment, modification or
waiver which would:



 


		(a)	modify any requirement hereunder that any particular action be taken by all the Lenders, Hermes
or Finnvera shall be effective unless consented to by each Lender;



 






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		(b)	modify this Section 11.1 or change the definition of "Majority Lenders" or "Majority
Residual Risk Guarantors" shall be made without the consent of each Lender and each Residual Risk Guarantor respectively;



 


		(c)	increase the Commitment of any Lender shall be made without the consent of such Lender;



 


		(d)	reduce any fees described in Article III payable to any Lender or any Residual Risk Guarantor
shall be made without the consent of such Lender and such Residual Risk Guarantor respectively;



 


		(e)	extend the Commitment Termination Date of any Lender shall be made without the consent of such
Lender;



 


		(f)	extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal
of or interest on the Loan (or reduce the principal amount of or rate of interest on the Loan) owed to any Lender shall be made
without the consent of such Lender; or



 


		(g)	affect adversely the interests, rights or obligations of the Facility Agent in its capacity as
such shall be made without consent of the Facility Agent.



 


		(B)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders in relation to the Loan (or, if the relevant Loan Document stipulates the matter is a decision for any
other Lender, the Federal Republic of Germany, Hermes, Finnvera or group of Lenders from that Lender, the Federal Republic of Germany,
Hermes, Finnvera or group of Lenders) or in relation to any matters concerning the Residual Risk Guarantees. the Majority Residual
Risk Guarantors as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or
discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that
it has requested.



 


		(C)	The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in
relation to the Loan or the Majority Residual Risk Guarantors in relation to the Residual Risk Guarantees in the exercise of any
right, authority, power or discretion or any matter not expressly provided for in the Loan Documents or the Credit Support Documents.
Any such instructions given by the Majority Lenders or the Majority Residual Risk Guarantors (as the case may be) will be binding
on the relevant Lenders and relevant Residual Risk Guarantor or all the Lenders or all Residual Risk Guarantors (as the case may
be). In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all the Lenders
and the Residual Risk Guarantors.



 


		(D)	No failure or delay on the part of the Facility Agent or any Lender or any Residual Risk Guarantor
in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by the





 






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Facility Agent or any Lender
or any Residual Risk Guarantor under this Agreement or any other Loan Document shall, except as may be otherwise stated in such
waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder. The Lenders and the Residual Risk Guarantors hereby agree, at any time and
from time to time that the Nordea Agreement or the Bank of Nova Scotia Agreement is amended or refinanced to negotiate in good
faith to amend this Agreement (but expressly without obligation to agree on any amendment and only on a basis which is strictly
a without prejudice to the rights and benefits of the Finance Parties currently existing under this Agreement) to conform any representations,
warranties, covenants or events of default in this Agreement to the amendments made to any substantially comparable provisions
in the Nordea Agreement or the Bank of Nova Scotia Agreement or any refinancing thereof.


 


Section 11.2.
Notices


 


		(a)	All notices and other communications provided to any party hereto under this Agreement or any other
Loan Document shall be in writing or by electronic mail and addressed, delivered or transmitted to such party at its address, facsimile
number or electronic mail address set forth below its signature hereto or set forth in a Lender Assignment Agreement or Transfer
Certificate (as the case may be) or at such other address as may be designated by such party in a notice to the other parties.
Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by electronic mail, shall be deemed given upon acknowledgment of
receipt by the recipient.



 


		(b)	So long as KfW IPEX is the Facility Agent,
the Borrower may provide to the Facility Agent all information, documents and other materials that it furnishes to the Facility
Agent hereunder or any other Loan Document (and any guaranties, security agreements and other agreements relating thereto), including,
without limitation, all notices, requests, financial statements, financial and other reports, certificates and other materials,
but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing advance
or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due hereunder or any other Loan Document prior to the scheduled date therefor,
(iii) provides notice of any Default or Event of Default or (iv) is required to be delivered to satisfy any condition
precedent to the effectiveness of the Agreement and/or any advance or other extension of credit hereunder (all such non-excluded
communications being referred to herein collectively as "Communications"), by transmitting the Communications
in an electronic/pdf medium in a format acceptable to the Facility Agent at celine.brochard@kfw.de and maritime-industries-administration@kfw.de
(or such other email address notified by the Facility Agent to the Borrower).



 


		(c)	The Borrower agrees that the Facility Agent may make such items included in the Communications
as the Borrower may specifically agree available to the Lenders





 






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	 	 	by posting such notices, at the
option of the Borrower, on Intralinks or any similar such platform (the "Platform") acceptable to the Borrower.
Although the primary web portal is secured with a dual firewall and a User ID/Password Authorisation System and the Platform is
secured through a single user per deal authorisation method whereby each user may access the Platform only on a deal-by-deal basis,
the Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and
that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided "as is"
and "as available" and (iii) neither the Facility Agent nor any of its Affiliates warrants the accuracy, adequacy
or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications
or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made
by the Facility Agent or any of its Affiliates in connection with the Platform.



 


		(d)	The Facility Agent agrees that the receipt of Communications by the Facility Agent at its e-mail
address set forth above shall constitute effective delivery of such Communications to the Facility Agent for purposes hereunder
and any other Loan Document (and any guaranties, security agreements and other agreements relating thereto).



 


Section 11.3.
Payment of Costs and Expenses


 


The Borrower agrees
to pay on demand all reasonable expenses of the Finance Parties, KfW, FEC, Finnvera and Hermes (including the reasonable fees and
out-of-pocket expenses of counsel to the Facility Agent, KfW and the Lenders (except FEC), and of local counsel, if any, who may
be retained by counsel to the Facility Agent and, in the case each of FEC or KfW, counsel retained by each of FEC and KfW with
the Borrower's prior approval in connection with the initial syndication of the Loans, any KfW CIRR Agreement, any KfW Refinancing
Security Agreements (including legal opinions), the negotiation and execution of this Agreement and any other Loan Document or
Credit Support Document, the initial syndication of the Loan and any amendments, waivers, consents, supplements or other modifications
to, this Agreement, any other Loan Document or any Credit Support Document as may from time to time hereafter be required, whether
or not the transactions contemplated hereby are consummated. In addition, the Borrower agrees to pay reasonable fees and out of
pocket expenses of counsel to the Facility Agent and of counsel to FEC in connection with the funding under this Agreement. The
Borrower further agrees to pay, and to save the Finance Parties harmless from all liability for, any stamp, recording, documentary
or other similar taxes payable in connection with the execution, delivery or enforcement of this Agreement or the borrowing hereunder,
any other Loan Document or any Credit Support Document. The Borrower also agrees to reimburse the Facility Agent and each Lender
upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by a Finance
Party or Finnvera in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated,
of any Obligations and (y) the enforcement of any Obligations. For the purposes


 






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of this Section 11.3, references to
"KfW" shall mean KfW only in its capacity as set out in sub-clauses (a) and (b) of the definition of "KfW".


 


Section 11.4.
Indemnification


 


In
consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, the Borrower
hereby indemnifies and holds harmless the Facility Agent, each Lender and each of their respective Affiliates and their respective
officers, advisors, directors and employees (collectively, the "Indemnified Parties") from and against any and
all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel),
joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation,
in connection with any investigation, litigation or proceeding or the preparation of a defence in connection therewith),
in each case arising out of or in connection with or by reason of this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby or any actual or proposed use of the proceeds of the Loan (collectively, the "Indemnified
Liabilities"), except to the extent such claim, damage, loss, liability or expense (i) is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party's gross negligence or wilful
misconduct or the material breach by such Indemnified Party of its obligations under this Agreement, any other Loan Document or
the Credit Support Documents and which breach is not attributable to the Borrower's own breach of the terms of this Agreement,
any other Loan Document or the Credit Support Documents or (ii) relates to taxes other than Covered Taxes. In the case of
an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders
or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto. Each Indemnified Party
shall (a) furnish the Borrower with prompt notice of any action, suit or other claim covered by this Section 11.4, (b) not
agree to any settlement or compromise of any such action, suit or claim without the Borrower's prior consent, (c) shall cooperate
fully in the Borrower's defence of any such action, suit or other claim (provided that the Borrower shall reimburse such
Indemnified Party for its reasonable out-of-pocket expenses incurred pursuant hereto) and (d) at the Borrower's request, permit
the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations,
provided that (i) the Borrower acknowledges in writing its obligations to indemnify the Indemnified Party in accordance
with the terms herein in connection with such claims, (ii) the Borrower shall keep the Indemnified Party fully informed with
respect to the conduct of the defence of such claim, (iii) the Borrower shall consult in good faith with the Indemnified Party
(from time to time and before taking any material decision) about the conduct of the defence of such claim, (iv) the Borrower
shall conduct the defence of such claim properly and diligently taking into account its own interests and those of the Indemnified
Party, (v) the Borrower shall employ counsel reasonably acceptable to the Indemnified Party and at the Borrower's expense,
and (vi) the Borrower shall not enter into a settlement with respect to such claim unless either (A) such settlement
involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility
on the part of the Indemnified Party, and contains a provision unconditionally releasing the Indemnified Party and each other indemnified
party from, and holding all such persons harmless, against, all liability in respect of claims by any releasing party or (B) the
Indemnified Party provides written consent to




 


 






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such settlement (such consent not to be
unreasonably withheld or delayed). Notwithstanding the Borrower's election to assume the defence of such action, the Indemnified
Party shall have the right to employ separate counsel and to participate in the defence of such action and the Borrower shall bear
the fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Borrower to represent the Indemnified
Party would present such counsel with an actual or potential conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Borrower and the Indemnified Party and the Indemnified Party shall have concluded
that there may be legal defences available to it which are different from or additional to those available to the Borrower and
determined that it is necessary to employ separate counsel in order to pursue such defences (in which case the Borrower shall not
have the right to assume the defence of such action on the Indemnified Party's behalf), (iii) the Borrower shall not have
employed counsel reasonably acceptable to the Indemnified Party to represent the Indemnified Party within a reasonable time after
notice of the institution of such action, or (iv) the Borrower authorises the Indemnified Party to employ separate counsel
at the Borrower's expense. The Borrower acknowledges that none of the Indemnified Parties shall have any liability (whether direct
or indirect, in contract, tort or otherwise) to the Borrower or any of its security holders or creditors for or in connection with
the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a
court of competent jurisdiction to have resulted primarily from such Indemnified Party's gross negligence or wilful misconduct.
In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential
or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). If and to the extent
that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 


Section 11.5.
Survival


 


The obligations of
the Borrower under Section 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 and the obligations of the Lenders under Section 10.1, shall
in each case survive any termination of this Agreement and the payment in full of all Obligations. The representations and warranties
made by the Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement
and each such other Loan Document.


 


Section 11.6.
Severability; Independence of Obligations


 


Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.


 


The Borrower agrees
that the Borrower's obligations under this Agreement (including its obligation to repay the Loan) (a) are independent of the
Construction Contract and (b) will not be invalidated, suspended or limited in any way by any termination, rescission, cancellation,
invalidation, non-performance or non-completion of the Construction Contract or any other contract, agreement or arrangement relating
thereto (other than the Loan Documents) or any


 






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dispute or claim between the Borrower and/or
the Builder and/or any suppliers and/or any other third parties under or in connection with the Construction Contract, or any defence
thereto, or any insolvency proceedings relating to the Builder or any other Person.


 


Section 11.7.
Headings


 


The various headings
of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or such other Loan Document or any provisions hereof or thereof.


 


Section 11.8.
Execution in Counterparts


 


This Agreement may
be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.


 


Section 11.9.
 Third Party Rights


 


		(a)	A person who is not a party to this Agreement
or a Fee Letter 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 or such Fee Letter except that each of KfW, Finnvera and Hermes may enforce and enjoy any rights specifically
conferred upon KfW, Finnvera or Hermes pursuant to this Agreement, each Lender and Residual Risk Guarantor may enforce and enjoy
any rights conferred upon it pursuant to a Fee Letter signed on its behalf by the Facility Agent and each Lender acknowledges
and agrees to be bound by the terms of the Fees Letters to the extent they relate to the Borrower's right to receive any fee reimbursements
due from such Lender to the Borrower.



 


		(b)	Notwithstanding any term of any Loan Document, the consent of any person who is not a party to
a Loan Document (other than Finnvera, FEC (until such time as it becomes a party thereto pursuant to the FEC Transfer Certificates)
KfW or Hermes) is not required to rescind or vary this Agreement at any time.



 


Section 11.10.
Successors and Assigns


 


This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided that:


 


		(a)	except to the extent permitted under Section 7.2.6, the Borrower may not assign or transfer
its rights or obligations hereunder without the prior written consent of the Facility Agent and each Lender; and



 


		(b)	the rights of sale, assignment and transfer of the Lenders are subject to Section 11.11.



 






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Section 11.11.
Sale and Transfer of the Loan; Participations in the Loan


 


Each Lender may assign
or transfer its Percentage or portion of the Loan to one or more other Persons (a "New Lender"), or sell participations
in its Percentage or portion of the Loan to one or more other Persons subject to this Section 11.11; provided that,
in the case of assignments or transfers, such New Lender (i) enters into a KfW CIRR Agreement and (ii) where applicable
enters into the relevant KfW Refinancing Security Agreements and accedes to the Interaction Agreement; and provided further
that, in the case of assignments or transfers, such Lender shall: (a) only assign or transfer to a New Lender that has agreed
to (i) enter into an Option A Refinancing Agreement or Option B Interest Make-Up Agreement (as applicable) and (ii) if
applicable enter into the relevant KfW Refinancing Security Agreement and accede to the Interaction Agreement; and (b) not
assign or transfer any rights, benefits or obligations under this Agreement unless at the same time such New Lender also executes
and delivers to Finnvera and FEC (as applicable) a Residual Risk Guarantee and any Additional FEC Transfer Documents.


 


Section 11.11.1.
Assignments and transfers


 


(A) (i) (a) Any
Lender with the written consents of the Borrower and the Facility Agent (which consents shall not be unreasonably delayed or withheld
and which consent, in the case of the Borrower, shall be deemed to have been given in the absence of a written notice delivered
by the Borrower to the Facility Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender's request
for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time (and
from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction of such
Lender's share of the Loan; provided that in the case of any assignee or transferee, such assignee or transferee (other
than in the case of FEC) shall (1) be reasonably acceptable to Hermes (in relation to the Hermes Loan) and Finnvera (in relation
to the FEC Loan and, if applicable, the Finnvera Balancing Loan) and (2) meet the criteria set out in section 2.2 of the Terms
and Conditions (in relation to the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (3) in the case of a replacement
of an Option A Lender, be reasonably acceptable to KfW, (b) any Lender with notice to the Borrower and, notwithstanding this
clause (A)(i), without the consent of the Borrower, may assign or transfer at any time to KfW and (c) in connection with the
primary syndication of the Loan, at any time (and from time to time) the Initial Lender may assign or transfer to one or more commercial
banks or other financial institutions identified by the Borrower in consultation with KfW IPEX that fraction of the Initial Lender ́s
Loan or Commitment as agreed between the Borrower and KfW IPEX.


 


(ii) Any Lender,
with notice to the Borrower and the Facility Agent in all cases except in the case of an assignment or transfer to FEC or Finnvera,
and, notwithstanding the foregoing (A) clause (i), without the consent of the Borrower, or the Facility Agent may assign or
transfer (a) to FEC or Finnvera (including, but not limited to, an assignment and/or transfer by the Initial FEC Lender to
FEC under an FEC Transfer Certificate or by FEC to any other FEC Lender pursuant to the FEC Supplemental Assignment Agreement)
or following the Disbursement Date, to any of its Affiliates or (b) following the occurrence and during the continuance of
an Event of Default under Section 8.1.1, 8.1.4(a) or 8.1.5, to any other Person, in either case, all or any fraction
of such Lender's portion of the Loan but on the basis that, in the case of clause (a) and clause (b), any assignee or transferee
(other than in the case of FEC or


 






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Finnvera) shall (1) be reasonably
acceptable to the Facility Agent, Finnvera (in relation to the FEC Loan and, if applicable, the Finnvera Balancing Loan), Hermes
(in relation to the Hermes Loan) and (2) meet the criteria set out in section 2.2 of the Terms and Conditions (in relation
to the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (3) in the case of a replacement of an Option A lender,
be reasonably acceptable to KfW.


 


(iii) Any Lender
may (notwithstanding the foregoing clauses, and without notice to, or consent from, the Borrower or the Facility Agent) assign
or charge all or any fraction of its portion of the Loan to (i) any federal reserve bank or central bank as collateral security
in connection with the extension of credit or support by such federal reserve bank or central bank to such Lender or (ii) KfW
as collateral security pursuant to the terms of any Option A Refinancing Agreement entered into by such Lender.


 


(iv) No Lender may
(notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement if the proposed assignment or
transfer would result in a breach of any terms of the Finnvera Guarantee, if applicable, the Second Finnvera Guarantee or the Hermes
Insurance Policy.


 


(v) No Lender may
(notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written
notification of the transfer to each of the Finnish Authorities, Hermes and (if it is then funded by KfW) KfW and the Facility
Agent and the Facility Agent has obtained a prior written consent from the Finnish Authorities, Hermes and (if it is then funded
by KfW) KfW.


 


(vi) Nothing in
this Section 11.11.1 shall prejudice the right of a Lender to assign or transfer its rights under this Agreement to the Finnish
Authorities or Hermes, if such assignment or transfer is required to be made by that Lender to the Finnish Authorities and Hermes
in accordance with the Finnvera Guarantee, if applicable, the Second Finnvera Guarantee or the Hermes Insurance Policy.


 


Save in the case of a transfer to FEC pursuant
to the FEC Transfer Documents, each Person described in the foregoing clauses as being the Person to whom such assignment or transfer
is to be made, is hereinafter referred to as an "Assignee Lender" or "Transferee Lender". Assignments
or transfers in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender's portion of the Loan and Commitment)
(which assignment or transfer shall be of a constant, and not a varying, percentage of such Lender's portion of the Loan) are permitted;
provided that the Borrower and the Facility Agent shall be entitled to continue to deal solely and directly with such Lender
in connection with the interests so assigned or transferred to an Assignee Lender or a Transferee Lender (as the case may be) until:


 


		(a)	written notice of such assignment or transfer, together with payment instructions, addresses and
related information with respect to such Assignee Lender or Transferee Lender, shall have been given to the Borrower and the Facility
Agent by such Lender and such Assignee Lender or Transferee Lender;



 


		(b)	such Assignee Lender or Transferee Lender shall have executed and delivered to the Borrower and
the Facility Agent a Lender Assignment Agreement or a Transfer





 






    	 	Page 134



     


    

 


Certificate as set out in (B) below,
accepted by the Facility Agent and if the applicable portion of the Loan is a Fixed Rate Loan, any other agreements required by
the Facility Agent, KfW or FEC in connection therewith;


 


		(c)	the Facility Agent on behalf of (i) FEC shall have received the Additional FEC Transfer Documents
where required and (ii) Finnvera shall have received a replacement Residual Risk Guarantee; and



 


		(d)	the processing fees described below shall have been paid.



 


From and after the date that the Facility
Agent accepts such Lender Assignment Agreement or Transfer Certificate and receives the Additional FEC Transfer Documents where
required and Finnvera receives any replacement Residual Risk Guarantee and the Facility Agent receives a copy of the same, (x) the
Assignee Lender or Transferee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that
rights and obligations hereunder have been assigned or transferred to such Assignee Lender or Transferee Lender in connection with
such Lender Assignment Agreement or Transfer Certificate, shall have the rights and obligations of a Lender hereunder and under
the other Loan Documents, and (y) the assignor or transferor Lender, to the extent that rights and obligations hereunder have
been assigned or transferred by it, shall be released from its obligations hereunder and under the other Loan Documents, other
than any obligations arising prior to the effective date of such assignment or transfer. Except to the extent resulting from a
subsequent change in law, in no event shall the Borrower be required to pay to any Assignee Lender or Transferee Lender any amount
under Section 4.3, 4.4, 4.5 and 4.6 that is greater than the amount which it would have been required to pay had no such assignment
or transfer been made. Such assignor Lender, transferor Lender or such Assignee Lender or Transferee Lender (unless a party to
an FEC Transfer Certificate under which FEC is the transferee) must also pay a processing fee to the Facility Agent upon delivery
of any Lender Assignment Agreement or Transfer Certificate in the amount of $2,000 (and shall also reimburse the Facility Agent
for any reasonable out-of-pocket costs, including reasonable attorneys' fees and expenses, incurred in connection with the assignment
or transfer).


 


(B) Procedure
for transfer to (i) FEC under an FEC Transfer Certificate or (ii) a Transferee Lender under a Transfer Certificate


 


		(a)	A novation is effected if:



 


		(i)	the Existing Lender and FEC or Transferee Lender (as the case may be) deliver to the Facility Agent
a duly completed FEC Transfer Certificate or Transfer Certificate (as the case may be); and



 


		(ii)	the Facility Agent executes it.



 


The Facility Agent must execute
as soon as reasonably practicable any FEC Transfer Certificate or Transfer Certificate (as the case may be) delivered to it and
which appears on its face to be in order.


 






    	 	Page 135



     


    

 


		(b)	The Facility Agent shall only be obliged to execute an FEC Transfer Certificate or Transfer Certificate
delivered to it by (i) the Existing Lender and FEC or (ii) the Existing Lender and the Transferee Lender upon its completion
of all "know your customer" checks that it is required to carry out in relation to the transfer to FEC or such Transferee
Lender and upon receipt of the Additional FEC Transfer Documents where required.



 


		(c)	Each party to this Agreement (other than the Existing Lender and FEC or Transferee Lender (as the
case may be)) irrevocably authorises the Facility Agent to execute any duly completed FEC Transfer Certificate or Transfer Certificate,
as applicable on its behalf.



 


		(d)	On the Effective Date (as defined in the relevant Transfer Certificate):



 


		(i)	FEC or the Transferring Lender (as applicable) will assume the rights and obligations of the Existing
Lender in connection with (i) the FEC Loan in the relevant FEC Transfer Certificate or (ii) any other portion of the
Loan in the relevant Transfer Certificate by way of novation in substitution for the Existing Lender; and



 


		(ii)	the Existing Lender will be released from those obligations and cease to have those rights.



 


(C)            Limitation
of responsibility of Existing Lenders


 


		(a)	Unless expressly agreed to the contrary and save in the case of a transfer by the Initial FEC Lender
to FEC on the Effective Date (as defined in the initial FEC Transfer Certificate), an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Loan Documents or the
Credit Support Documents;



 


		(ii)	the financial condition of the Borrower;



 


		(iii)	the performance and observance by the Borrower of its obligations under the Loan Documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Loan
Document or the Credit Support Documents,



 


and any representations or warranties
implied by law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of the Borrower and





 






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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
or any other Finance Party in connection with any Loan Document or Credit Support Document; and


 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and
its related entities whilst any amount is or may be outstanding under the Loan Documents or any Commitment is in force.



 


		(c)	Nothing in any Loan Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Section 11.11.1 except in the case of an FEC Reassignment; or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by the Borrower of its obligations under the Loan Documents or otherwise, save where Lenders are obliged to reimburse FEC for any
Break Costs.



 


Section 11.11.2.
Participations


 


Any Lender may at any
time sell to one or more commercial banks or other financial institutions (herein called a "Participant") participating
interests in its Loan; provided that:


 


		(a)	no participation contemplated in this Section 11.11.2 shall relieve such Lender from its obligations
hereunder;



 


		(b)	such Lender shall remain solely responsible for the performance of its obligations hereunder;



 


		(c)	the Borrower and the Facility Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and each of the other Loan Documents;



 


		(d)	no Participant, unless such Participant is an Affiliate of such Lender, shall be entitled to require
such Lender to take or refrain from taking any action hereunder or under any other Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such Participant's consent, take any actions of the type described in clauses
(b) through (f) of Section 11.1(A);



 


		(e)	the Borrower shall not be required to pay any amount under Section 4.3, 4.4, 4.5 and 4.6 that
is greater than the amount which it would have been required to pay had no participating interest been sold; and



 


		(f)	each Lender that sells a participation under this Section 11.11.2 that constitutes a sale
of its share in the Loan or an interest therein for U.S. federal income tax





 






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	 	 	purposes shall, acting solely for
this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts of (and stated interest on) each of the Participant's interest in that Lender's portion of the Loan,
Commitments or other interests hereunder (the "Participant Register"). The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender may treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes hereunder.



 


The Borrower acknowledges and agrees that
each Participant, for purposes of Section 4.3, 4.4, 4.5, 4.6 and clause (e) of Section  7.1.1, shall be considered
a Lender.


 


Section 11.11.3.
Register


 


The Facility Agent,
acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment
Agreement and each Transfer Certificate delivered to and accepted by it and a register for the recordation of the names and addresses
of the Lenders and the Commitment(s) of, and principal amount of the Loan owing to, each Lender from time to time (the "Register").
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Facility
Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.


 


Section 11.11.4.
Accession of Residual Risk Guarantors


 


Any New Lender which
has become a party to a Residual Risk Guarantee shall, by entering into a Transfer Certificate or a Lender Assignment Agreement
and upon execution of such Transfer Certificate or Lender Assignment Agreement by the Facility Agent, become a party to this Agreement
as a Residual Risk Guarantor and shall assume the same obligations and become entitled to the same rights as if it had been an
original party to this Agreement as a Residual Risk Guarantor.


 


Section 11.12.
Other Transactions


 


Nothing contained herein
shall preclude the Facility Agent or any Lender from engaging in any transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.


 


Section 11.13.
Hermes Insurance Policy


 


Section 11.13.1.
Terms of Hermes Insurance Policy


 


		(a)	The Hermes Insurance Policy will cover 95% of the Hermes Loan.



 


		(b)	The Hermes Fee will equal 2.53% of the aggregate principal amount of the Hermes Loan as at the
Actual Delivery Date.



 






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		(c)	The parties have entered into this Agreement on the basis that the Hermes Insurance Policy shall
contain the following terms and should such terms not be included within the Hermes Insurance Policy, then the Borrower may cancel
the Commitment(s):



 


		(i)	25% of the Hermes Fee as in effect on the date of issuance of the Hermes Insurance Policy ("First
Fee") will be payable to the Hermes Agent or Hermes in Dollars within two (2) Business Days of receipt by the Borrower
of demand from the Hermes Agent following the later to occur of (i) the issue of the Hermes Insurance Policy and (ii) the
Effective Date;



 


		(ii)	the balance of the Hermes Fee (being the amount thereof under paragraph (b) above less the
First Fee) ("Second Fee") will be payable in Dollars to the Hermes Agent or Hermes on the Actual Delivery Date;



 


		(iii)	if the Hermes Commitment is cancelled in full by the Borrower or the Lenders on or prior to the
Actual Delivery Date, Hermes shall be required to reimburse the Hermes Agent the amount of the First Fee less an administration
fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR2,500);



 


		(iv)	if the Hermes Commitment is cancelled in part by the Borrower on or prior to the Actual Delivery
Date, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proportion of the First Fee, based
on the proportion of the aggregate Hermes Commitment prior to such cancellation to the aggregate Hermes Commitment after giving
effect to such cancellation, less an administration fee (such administration fee to be no greater than 5% of the amount refunded
but in any event not exceeding EUR2,500); and



 


		(v)	if, after the Actual Delivery Date, the Borrower prepays all or part of the Hermes Loan in accordance
with this Agreement, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proportion of the
unexpired portion of the Hermes Fee, having regard to the amount of the prepayment and the remaining term of the Hermes Loan less
the sum of (x) a break funding fee equal to 20% of the unexpired portion of the Hermes Fee and (y) an administration
fee (such fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR2,500).



 


Where the Hermes Agent receives
any reimbursement of any Hermes Fee, other than the First Fee prior to the date the Borrower is reimbursed out of proceeds of the
Hermes Loan for that First Fee, such reimbursed amount received from Hermes shall be used in prepayment of the Hermes Loan without
any further notice by the Hermes Agent to the Borrower or, where the Hermes Loan has already been prepaid in full, any such amount
shall be paid directly to the




 






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Borrower or as it may direct. The
Hermes Agent shall inform the Borrower as soon as reasonably possible after it becomes aware of any decrease in the Hermes Fee
which may result in a reimbursement by Hermes of an excess amount to the Hermes Agent and a consequential prepayment of the Hermes
Loan under this Section.


 


Section 11.13.2.
Obligations of the Borrower


 


		(a)	Provided that the Hermes Insurance Policy complies with Section 11.13.1, the Borrower shall
pay (a) the First Fee to the Hermes Agent in accordance with Section 11.13.1(c)(i) and (b) the Second Fee to
the Hermes Agent on the Actual Delivery Date. In each case, if received by the Hermes Agent, the Hermes Agent shall pay such amount
to Hermes.



 


		(b)	Provided that the Hermes Insurance Policy complies with Section 11.13.1, the Borrower shall
pay to the Hermes Agent an issue fee of EUR12,500 for the issue of the Hermes Insurance Policy at the same time that the First
Fee is payable.



 


Section 11.13.3.
Obligations of the Hermes Agent and the Lenders


 


		(a)	Promptly upon receipt of the Hermes Insurance Policy from Hermes, the Hermes Agent shall (subject
to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) send
a copy thereof to the Borrower.



 


		(b)	The Hermes Agent shall perform such acts or provide such information which are, acting reasonably,
within its power so to perform or so to provide, as required by Hermes under the Hermes Insurance Policy and as are necessary to
ensure that the Lenders obtain the support of Hermes pursuant to the Hermes Insurance Policy.



 


		(c)	The Hermes Agent shall (in the circumstances described in Section 11.13.1(c)(iii), (iv) or
(v)):



 


		(i)	make written requests to Hermes seeking a reimbursement of the Hermes Fee promptly after the relevant
cancellation or prepayment and (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the
terms of the Hermes Insurance Policy) provide a copy of the request to the Borrower;



 


		(ii)	use its reasonable endeavours to maximise the amount of any reimbursement of the Hermes Fee to
which the Hermes Agent is entitled;



 


		(iii)	pay to the Facility Agent the full amount of any reimbursement of the Hermes Fee that the Hermes
Agent receives from Hermes within two (2) Business Days of receipt with same day value for application as a prepayment towards
the Hermes Loan in such order as the Hermes Lenders (in consultation with the Borrower) shall require; and



 






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		(iv)	relay the good faith concerns of the Borrower to Hermes regarding the amount it is required to
pay to Hermes or the amount of any reimbursement to which the Hermes Agent is entitled, it being agreed that the Hermes Agent's
obligation shall be no greater than simply to pass on to Hermes the Borrower's concerns.



 


		(d)	Each Hermes Lender will co-operate with the Hermes Agent, the Facility Agent and each other Hermes
Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the Hermes Insurance
Policy and each KfW CIRR Agreement continues in full force and effect and shall indemnify and hold harmless each other Lender in
the event that the Hermes Insurance Policy or such KfW CIRR Agreement (as the case may be) does not continue in full force and
effect due to its gross negligence or wilful default.



 


Section 11.14.
Finnvera and FEC


 


Section 11.14.1.
Finnvera Guarantee and Second Finnvera Guarantee


 


		(a)	Promptly upon receipt of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee
from Finnvera and provided that the Borrower provides a confidentiality undertaking to Finnvera in respect of the Finnvera Guarantee
and, if applicable, the Second Finnvera Guarantee, the Facility Agent shall (subject to any confidentiality undertakings given
to Finnvera by the Facility Agent pursuant to the terms of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee)
send a copy thereof to the Borrower.



 


		(b)	The Facility Agent shall procure that if, after the Disbursement Date, the Borrower prepays the
FEC Loan and/or, if applicable, the Finnvera Balancing Loan in part or in full in accordance with Section 3.2.1, the Finnvera
Guarantee and, if applicable, the Second Finnvera Guarantee will require Finnvera to reimburse the Guarantee Holder for the account
of the Borrower all or a corresponding portion of any Finnvera Premium or the Finnvera Balancing Premium (as the case may be) paid
prior to the date of such prepayment in an amount calculated in accordance with the Finnvera Premium Refund Formula.



 


		(c)	Any refund of the Finnvera Premium or the Finnvera Balancing Premium (as the case may be) pursuant
to Section 11.14.1(b) above shall be subject to:



 


		(i)	there not having been any claims for indemnification under the Finnvera Guarantee and/or the Second
Finnvera Guarantee (as the case may be) up to the date of such refund payment by Finnvera; and



 


		(ii)	the irrevocable release of Finnvera from
any liability under (i) the Finnvera Guarantee in respect of the portion of the FEC Loan prepaid and/or (ii) the
Second Finnvera Guarantee in respect of the portion of the Finnvera Balancing Loan being prepaid.



 






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		(d)	The Facility Agent shall procure that
the Guarantee Holder shall:



 


		(i)	make a written request to Finnvera seeking a reimbursement of the Finnvera Premium and/or the Finnvera
Balancing Premium (as the case may be) in the circumstances described in Section 11.14.1(b) and (c) above promptly
after the relevant prepayment and (subject to any confidentiality undertakings given to Finnvera by the Facility Agent pursuant
to the terms of the Finnvera Guarantee and/or the Second Finnvera Guarantee (as the case may be)) provide a copy of the request
to the Borrower;



 


		(ii)	use its reasonable endeavours to maximize the amount of any reimbursement of the Finnvera Premium
and/or the Finnvera Balancing Premium (as the case may be) from Finnvera to which the Guarantee Holder is entitled;



 


		(iii)	agree to the irrevocable release
of Finnvera from any liability under (i) the Finnvera Guarantee in respect of the portion of the FEC Loan prepaid and/or (ii) the
Second Finnvera Guarantee in respect of the portion of the Finnvera Balancing Loan prepaid; and



 


		(iv)	pay to the Borrower the full amount of any reimbursement of the Finnvera Premium and/or the Finnvera
Balancing Premium (as the case may be) that the Guarantee Holder receives from Finnvera pursuant to the terms of the Finnvera Guarantee
and/or the Second Finnvera Guarantee (as the case may be) within five (5) Business Days of receipt with same day value and
such amount of any such reimbursement shall be applied as a prepayment against the FEC Loan and the Finnvera Balancing Loan on
a pro rata basis provided that the Borrower may direct how such pro rata prepayment shall be applied between the FEC Tranche A
Loan and the FEC Tranche B Loan.



 


		(e)	The Borrower acknowledges that the Finnvera Premium and, if applicable, the Finnvera Balancing
Premium shall be calculated as provided in Section 3.5.3 and shall be paid to Finnvera from the proceeds of the FEC Tranche
B Loan and the Finnvera Balancing Loan respectively on the Disbursement Date and duly authorises (i) FEC to pay the Finnvera
Premium to Finnvera on the Disbursement Date by utilising the proceeds of the FEC Tranche B Loan and (ii) the Finnvera Balancing
Lenders to pay the Finnvera Balancing Premium to Finnvera on the Disbursement Date by utilising the proceeds of the Finnvera Balancing
Loan.



 


Section 11.14.2.
Facility Agent, Guarantee Holder and Finnvera dealings


 


		(a)	The parties to this Agreement agree that the Facility Agent and the Guarantee Holder may act on
the instructions of Finnvera in relation to this Agreement provided that nothing in this Clause shall permit the Facility Agent
to do anything 



 






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which would alter the rights and/or
obligations of any Finance Party or the Borrower as set out in this Agreement.


 


		(b)	Subject to any provision of the FEC Transfer Documents to the contrary, KfW IPEX as the Guarantee
Holder under the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, agrees with the Lenders to act in compliance
with the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee.



 


		(c)	KfW IPEX as the Guarantee Holder under the Finnvera Guarantee and, if applicable, the Second Finnvera
Guarantee, may inform Finnvera of any increase or material change in any risk covered by the Finnvera Guarantee and/or, if applicable,
the Second Finnvera Guarantee to the extent it is required to do so under the terms of the Finnvera Guarantee and, if applicable,
the Second Finnvera Guarantee and/or related Finnvera General Terms or for the purposes of ensuring the continuing validity of
the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee and shall notify the Borrower in case it so informs Finnvera.



 


Section 11.15.
FEC Transfer Documents


 


		(a)	The Borrower acknowledges that:



 


		(i)	the Initial FEC Lender has entered into or will enter into (as applicable) the FEC Transfer Documents
pursuant to which Initial FEC Lender will, amongst other things, assign and transfer its respective rights and obligations under
this Agreement to FEC in respect of the FEC Loan; and



 


		(ii)	following the assignment and transfer referred to above, the Facility Agent shall act as agent
for FEC under the Loan Documents and the Guarantee Holder shall continue to act as holder of the Finnvera Guarantee for and on
behalf of the FEC Lender(s).



 


		(b)	The Borrower and each Finance Party shall co-operate and actively assist each other with respect
to any obligations such Finance Party may have under or in connection with any Credit Support Document provided however, the Borrower
shall not be required to act in a manner that it considers to be contrary or adverse to its own interests or may, directly or indirectly,
result in any increased or additional cost or liability to the Borrower whether under the Loan Documents or otherwise (except for
costs and expenses which the Borrower has agreed, pursuant to any Loan Document or otherwise, to pay).



 


		(c)	The Finance Parties have obligations under the FEC Transfer Documents (to which they are a party)
and the Facility Agent has obligations as holder of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, which
they would not have incurred (or in relation to which it would not have had any liability) if they had not entered into the FEC
Transfer Documents or become holder of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee. Accordingly, the
Borrower agrees to indemnify each Finance Party against any cost, loss or liability incurred by such Finance Party in connection
with the FEC Transfer Documents (to 



 






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which such Finance Party is a party
and acting in whatever capacity) or as holder of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, and
for any cost, loss or liability for which such Finance Party may be liable to FEC or Finnvera or otherwise under any FEC Transfer
Document to which it is a party (acting in whatever capacity) or in respect of the Finnvera Guarantee and, if applicable, the Second
Finnvera Guarantee, unless caused by the gross negligence or wilful misconduct of that Finance Party or the failure to perform
or any default by that Finance Party under the relevant FEC Transfer Document, this Agreement, any other Loan Document or the Finnvera
Guarantee and, if applicable, the Second Finnvera Guarantee.


 


		(d)	The FEC Transfer Documents and the Residual Risk Guarantee from the Initial Residual Risk Guarantor
shall be executed concurrently with signing this Agreement.



 


		(e)	The Facility Agent shall or (as the case may be) shall procure that the Guarantee Holder shall,
provide a copy of each FEC Transfer Document and the Residual Risk Guarantee from the Initial Residual Risk Guarantor to the Borrower
promptly following execution of the same.



 


Section 11.16.
Application of proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee and the Hermes Insurance Policy


 


		(a)	If any Finance Party receives any proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee
or the Hermes Insurance Policy, it shall transfer such moneys to the Facility Agent.



 


		(b)	Any proceeds referred to in (a) above shall be applied by the Facility Agent in favour of
(i) an FEC Lender only in relation to monies received under the Finnvera Guarantee (ii) if applicable, the Finnvera Balancing
Lenders only in relation to monies received under the Second Finnvera Guarantee and (iii) the Hermes Lenders only in relation
to monies received under the Hermes Insurance Policy and, for the avoidance of doubt, no such proceeds shall be made available
to the Borrower.



 


		(c)	Such proceeds shall be ignored when calculating the amount owing to the Lenders in respect of the
FEC Loan, the Finnvera Balancing Loan (if applicable) or the Hermes Loan (as the case may be) and, for the avoidance of doubt,
the obligations of the Borrower under the Loan Documents to which it is a party shall remain in full force and effect, notwithstanding
the receipt of any such proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee (if applicable) or the Hermes Insurance
Policy (as the case may be).



 


Section 11.17.
Waiver of immunity


 


To the extent
that the Borrower or any Finance Party has or hereafter may acquire any immunity from jurisdiction of any court of from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
with respect to itself or its property, the Borrower and such Finance Party hereby irrevocably waives, to the 


 






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fullest extent
permitted by law, such immunity in respect of its obligations under this Agreement and the other Loan Documents.


 


Section 11.18.
Law and Jurisdiction


 


Section 11.18.1.
Governing Law


 


This Agreement and
any non-contractual obligations arising out of or in respect of this Agreement shall in all respects be governed by and interpreted
in accordance with English law.


 


Section 11.18.2.
Jurisdiction


 


For the exclusive benefit
of the Facility Agent and the other Finance Parties, the parties to this Agreement irrevocably agree that the courts of England
are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that any proceedings
may be brought in those courts. The Borrower irrevocably waives any objection which it may now or in the future have to the laying
of the venue of any proceedings in any court referred to in this Section, and any claim that those proceedings have been brought
in an inconvenient or inappropriate forum.


 


Section 11.18.3.
Alternative Jurisdiction


 


Nothing contained in
this Section shall limit the right of the Facility Agent or the other Finance Parties to commence any proceedings against
the Borrower in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Borrower in
one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.


 


Section 11.18.4.
Service of Process


 


Without prejudice to
the right of the Facility Agent or the other Finance Parties to use any other method of service permitted by law, the Borrower
irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently served on it if addressed to it
and left at or sent by post to RCL Cruises Ltd., presently at Building 2, Aviator Park, Station Road, Addlestone, Surrey KT15 2PG,
Attention: General Counsel, and in that event shall be conclusively deemed to have been served at the time of leaving or, if by
international courier, at 9:00 am on the third Business Day after posting by international courier.


 


Section 11.19.
Confidentiality


 


Each of the Facility
Agent, the Lenders and the Residual Risk Guarantors agrees to maintain and to cause its Affiliates to maintain the confidentiality
of all information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Facility Agent on the Borrower's
or such Subsidiary's behalf, under this Agreement, and neither it nor any of its Affiliates shall use any such information other
than in connection with or in enforcement of this Agreement or in connection with other business now or hereafter existing or
contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or becomes generally available
to the public other than as a result of disclosure by it or its Affiliates or their respective directors,


 






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officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source
other than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from
disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided, however,
that it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body,
governmental body, agency or official to which the Facility Agent, any Lender, any Residual Risk Guarantor or any of their
respective Affiliates is subject or in connection with an examination of the Facility Agent, such Lender, such Residual Risk
Guarantor or any of their respective Affiliates by any such authority or body, including without limitation the Federal
Republic of Germany or Finland; (B) pursuant to subpoena or other court process; (C) when required to do so in
accordance with the provisions of any applicable requirement of law but without limitation including the rules of any
relevant stock exchange on which any Lender's, Residual Risk Guarantor's or its Affiliate's shares are listed; (D) to
the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent, any Lender, any
Residual Risk Guarantor or their respective Affiliates may be party; (E) to the extent reasonably required in connection
with the exercise of any remedy hereunder; (F) to the Facility Agent or such Lender's or such Residual Risk Guarantor's
independent auditors, counsel, and any other professional advisors of the Facility Agent or such Lender or such Residual Risk
Guarantor who are advised of the confidentiality of such information; (G) to any direct participant, assignee or
transferee and their representatives and professional advisers, in relation to any Loan Document or the Borrower, provided
that such Person agrees to keep such information confidential to the same extent required of the Facility Agent, the Lenders
and the Residual Risk Guarantors hereunder; (H) as to the Facility Agent, any Lender, any Residual Risk Guarantor or
their respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding
confidentiality to which the Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Residual Risk
Guarantor or such Affiliate; (I) to its Affiliates and its Affiliates' directors, officers, employees, professional
advisors and agents, provided that each such Affiliate, director, officer, employee, professional advisor or agent shall keep
such information confidential to the same extent required of the Facility Agent, the Lenders and the Residual Risk Guarantors
hereunder; (J) to each of Finnvera and Hermes provided that Finnvera or Hermes may only discuss such information subject
to receiving a confidentiality undertaking from any recipient to whom such information is disclosed (other than in the case
of other Export Credit Agencies); (K) to any other party to the Agreement; and (L) to any rating agency (including
its professional advisers) such confidential information as may be required to be disclosed to enable such rating agency to
carry out its normal rating activities in relation to the Loan Documents and/or the Borrower. Each of the Facility Agent, the
Lenders and the Residual Risk Guarantors shall be responsible for any breach of this Section 11.19 by any of its
Affiliates or any of its Affiliates' directors, officers, employees, professional advisors and agents.


 


Section 11.20.
Mitigation


 


		(a)	If the provisions of Section 3.2.2(b), 3.2.2(c) or 9.1.10(C) apply (and having regard
to clause (b) below), the Facility Agent, the Borrower and the Lenders (or, in the case of Section 3.2.2(b) or 3.2.2(c),
any affected Lender) shall discuss in good faith (but without obligation) for a period (the "Mitigation Period")
of not less than, in the case of Sections 3.2.2(b) and 3.2.2(c), 50 days and, in the case of Section 9.1.10(C), 30 days
(and which in the case of Section 3.2.2(b) and 3.2.2(b) shall commence on 



 






    Page 146 


     


    

 


the first day of the 50-day
period referred to in those respective Sections and, in the case of Section 9.1.10(C), shall run concurrently with the 30
day period referred to in that Section or, concurrently with the three (3) month grace period applicable in the case
of a suspension of the Hermes Insurance Policy ) after (x) in the case of Section 3.2.2(b) and 3.2.2(c), the date
on which the Illegality Notice is given or (y) in the case of Section 9.1.10(C), the date such Section becomes applicable,
as the case may be:


 


		(i)	in the case of Section 3.2.2(b) or 3.2.2(c), what steps may be open to the relevant Lender
to mitigate or remove such circumstances (including, without limitation, the possibility of assigning the Lender's Commitment to
an Affiliate or another Lending Office); and



 


		(ii)	in the case of Section 9.1.10(C), the circumstances in which Section 9.1.10(C) has
become applicable and whether there are any steps or actions which can be taken to remove the effect of the circumstances as described
in such Section and/or reinstate or replace the Hermes Insurance Policy.



 


			If the provisions of Section 3.2.2(b) or 3.2.2(c) apply, if requested by the
                                                                               Borrower, the affected Lender shall, without limiting such Lender's obligation to enter into discussions as set forth above
                                                                               in this Section 11.20(a), use commercially reasonable efforts to transfer its Affected Commitment or its portion of the
                                                                               Loan, as the case may be, to one or more third parties at par during the Mitigation Period in the manner contemplated by
                                                                               Section 3.2.2(b) or (c) as relevant.



 


		(b)	To the extent required by or considered necessary by any party to this Agreement, the Lenders (and,
in the case of Section 3.2.2(b) or 3.2.2(c), any affected Lender) shall use commercially reasonable efforts to include
the Finnish Authorities and Hermes in all foregoing discussions.



 


		(c)	If an Illegality Notice shall be given by any Lender during the period falling 20 days prior
to the Actual Delivery Date, the affected Lender will use all reasonable efforts to accelerate the mitigation steps of the type
described or to be discussed pursuant to this Section to try and enable the Commitment of such Lender to still be available
for drawing by the Borrower two (2) Business Days prior to the Actual Delivery Date in the manner contemplated by this Agreement.



 


Section 11.21.
CIRR requirements


 


	(A)	The Borrower acknowledges
that:



 


		(a)	the government of the Federal Republic of Germany, the Federal Audit Court or any authorised representatives
specified by these bodies shall be authorised at any time to inspect and make or demand copies of the records, accounts, documents
and other deeds of any or all of the Lenders relating to this Agreement;



 


		(b)	in the course of its activity as the Facility Agent, the Facility Agent may:



 






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		(i)	provide the government of the Federal Republic of Germany with information concerning the transactions
to be handled by it under this Agreement; and



 


		(ii)	disclose information concerning the subsidised transaction contemplated by this Agreement in the
context of internationally agreed consultation/notification proceedings and statutory specifications, including information received
from the lenders relating to this Agreement;



 


		(c)	the Facility Agent and (to the extent the Lenders have entered into an Option A Refinancing Agreement
with KfW) the Hermes Lenders and the Finnvera Balancing Lenders are entitled to disclose to KfW:



 


		(i)	circumstances pertaining to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, proper
repayment and collaterisation;



 


		(ii)	extraordinary events which may jeopardise the proper servicing of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan;



 


		(iii)	any information required by KfW with respect to the proper use of any refinancing funds granted
to the respective Hermes Lender in respect of the Hermes Loan and, if applicable, the respective Finnvera Balancing Lender in respect
of the Finnvera Balancing Loan;



 


		(iv)	the Loan Documents;



 


provided
that KfW agrees to keep such information confidential to the same extent required of Lenders pursuant to Section 11.15.


 


Section 11.22.
Modification and/or discontinuation of benchmarks


 


		(a)	If a Screen Rate Replacement Event has occurred then, promptly thereafter, the Facility Agent and
the Borrower will enter into negotiations with a view to amend this Agreement to replace the LIBO Rate with an alternate benchmark
rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration
to any evolving or then existing convention for similar US dollar denominated syndicated credit facilities for such alternative
benchmarks where such negotiations will take into account the then current market standards and will be conducted with a view to
reducing or eliminating, to the extent reasonably practicable, any transfer of economic value from one party to another party (any
such proposed rate, a "Benchmark Successor Rate"), together with any proposed Benchmark Successor Rate Conforming
Changes and any such amendment shall become effective at 5:00 PM (New York City time) on the fifth Business Day after the Facility
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Majority Lenders
have delivered to the Facility Agent written notice that such Lenders do not accept such amendment. Such Benchmark Successor Rate
shall be applied in a 



 






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manner consistent with market
practice; provided that to the extent such market practice is not administratively feasible for the Facility Agent, such Benchmark
Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent.


 


		(b)	If no Benchmark Successor Rate has been determined and either (x) the circumstances set out
in paragraph (a) of the definition of "Screen Rate Replacement Event" in Section 1.1 exist or (y) the
Scheduled Unavailability Date has occurred, the Facility Agent will promptly so notify the Borrower and each Lender. Thereafter,
(i) the obligation of the Lenders to make or maintain the Loan shall be suspended and (ii) the Screen Rate shall no longer
be utilised in determining the LIBO Rate. Upon receipt of such notice, the Borrower may revoke any pending Loan Request.



 


		(c)	Until such time as a Benchmark Successor Rate and Benchmark Successor Rate Conforming Changes have
been determined and agreed and without prejudice to the obligation of the parties to enter into negotiations with a view to determining
or agreeing a Benchmark Successor Rate pursuant to paragraph (a) above, for any interest period starting after the Screen
Rate Replacement Event, the LIBO Rate shall be replaced by the weighted average of the rates notified to the Facility Agent by
each Lender five (5) Business Days prior to the first day of that interest period, to be that which expresses as a percentage
rate per annum the cost the relevant Lender would have of funding an amount equal to its participation in the Loan during the relevant
interest period from whatever source it may reasonably select. If such amount is less than zero, it shall be deemed to be zero.



 


		(d)	The Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower shall,
during the period between 1 April 2021 and 30 June 2021, enter into negotiations in good faith with a view to agreeing
a basis upon which a Benchmark Successor Rate can be used in replacement of the Screen Rate, together with any associated Benchmark
Successor Rate Conforming Changes, and a timetable for the implementation of these changes so that the appropriate changes can
be made prior to the Scheduled Unavailability Date.



 


		(e)	Notwithstanding anything else herein, any definition of Benchmark Successor Rate shall provide
that in no event shall such Benchmark Successor Rate be less than zero for purposes of this Agreement.



 


		(f)	Section 3.3.6 shall not apply following the occurrence of a Screen Rate Replacement Event.



 


		(g)	Where paragraph (a) above applies, the Borrower shall, within three Business Days of demand,
reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility
Agent in responding to, evaluating, negotiating or complying with the requirements set out in that paragraph.



 






    Page 149 


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this ICON 3 Hull No. 1402 Credit Agreement to be executed by their respective officers thereunto duly authorised
as of the day and year first above written.


 


	 	KFW IPEX-BANK GMBH, as Facility Agent, 

Documentation Agent, Hermes Agent, Initial 

Mandated Lead Arranger, Sole Bookrunner, Initial 

Lender and Initial Residual Risk Guarantor
	 	 
	 	By 	       
	 	Name:
	 	Title:
	 	 
	 	Address: Palmengartenstrasse 5-9
	 	D-60325 Frankfurt am Main
	 	 
	 	Germany
	 	 
	 	Facsimile No.: +49 (69) 7431 3768

Email: celine.brochard@kfw.de

Attention: Maritime Industries
	 	 
	 	With a copy to: Credit Operations

Facsimile No.: +49 (69) 7431 2944



 






    Page 150 


     


    

 


	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By 	       
	 	Name:
	 	Title:
	 	 
	 	Address: 1050 Caribbean Way

Miami, Florida 33132, United States of America

Facsimile No.: +1 (305) 539-6400

Email: agibson@rccl.com

        bstein@rccl.com

Attention: Vice President, Treasurer

With a copy to: General Counsel



 






    151


     


    

 


Schedule 4

Form of Guarantor Confirmation Certificate


 


[Insert name of relevant Guarantor
here]


 


GUARANTOR’S CERTIFICATE


 


[●], 2021


 


This Certificate is delivered on behalf
of [Insert name of relevant Guarantor entity here] (the Guarantor)], a [company][corporation] incorporated
in [●].


 


[I][We], [insert name of the authorized
officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor
and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule
1 of this Certificate) as follows:


 


		1.	Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall
have the meanings when used in this Certificate.



 


		2.	The Guarantor is a guarantor under each Agreement.



 


		3.	[I][We] hereby acknowledge on behalf of the Guarantor that, in the context of the Debt Deferral
Extension Framework published by each ECA backing the Agreements, each Agreement shall be amended or, as the case may be, amended
and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective
parties to:






		a.	extend the waiver of the applicable Borrower’s compliance with the financial covenants set
forth in each Agreement:






		i.	in each case where the relevant Agreement is BpiFAE-backed, through the end of the third quarter
of 2022; and






		ii.	in each case where the relevant Agreement is Hermes and/or Finnvera-backed, through to the end
of the fourth quarter of 2022,






provided, however, that if the
relevant ECA and Lenders under any Agreement approve a longer waiver period, the applicable Vessel Loan Amendment relating to such
Agreement shall include the longer such waiver period; and


 


		b.	any adjustments to the financial, indebtedness, negative pledge or other covenants as are required
by the relevant Lenders and ECAs in order to give effect to the amendments contemplated in (a) and (b) above.



 


		4.	This Certificate is one of the “certificates” required to be provided pursuant to clause
3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment,
[I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:






		a.	the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof
are approved;






		b.	the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance
Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in
full force and effect notwithstanding the amendment and restatement of each such Agreement pursuant to the Vessel Loan Amendment
applicable to it;






		c.	the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed
by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and



 






    11


     


    

 


		d.	continuing to guarantee the amended obligations of the Borrower under the Agreements as amended
by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor
to be exceeded.



 


		5.	[I][We] hereby confirm that:






		a.	the copy of the certificate or articles of incorporation, formation or organization or other comparable
organizational document of the Guarantor (collectively, the Organizational Documents); and






		b.	the by-laws or operating, management or similar agreements of the Guarantor (collectively, the
Operating Documents),






in each case, appended to the
Secretary’s Certificate dated 21 December 2020 (the Original Secretary’s Certificate) remain true and correct
on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.


 


		6.	[I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority
to sign this Certificate as evidenced by [●] of the Original Secretary’s Certificate (the Authorization). The
Authorization has not been modified or rescinded and remains in full force and effect.



 


		7.	[The Guarantor does not have its management or control in Liberia nor does it undertake any business
activity in Liberia.



 


		8.	Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident
in Liberia.][7 and 8 to be included in the Certificate for RCL Cruise Holdings LLC and RCI Holdings LLC only as Liberian
entities]



 


		9.	This Certificate shall be governed by and construed in accordance with New York law.






[Signature Pages Follow]


 






    12


     


    

 


Exhibit A

Exhibit D-1 – Finnvera Pricing Grid for FEC Loan


 


		Level 1	Level 2	Level 3	Level 4	Level 5	Level 6	Level 7	Level 8	Level 9
	BASIS

 FOR 

PRICING	Senior 

Debt 

Rating of 

A- by 

Standard 

& Poor's

 Or A3 by 

Moody's 

(or 

higher)	Senior 

Debt 

Rating of 

BBB+ by 

Standard 

& Poor's 

Or Baa1

 by 

Moody's 	Senior 

Debt 

Rating of 

BBB by 

Standard 

& Poor's 

Or Baa2

 by 

Moody's 	Senior 

Debt 

Rating of 

BBB- by 

Standard 

& Poor's 

Or Baa3

 by 

Moody's 	Senior 

Debt 

Rating of 

BB+ by 

Standard 

& Poor's 

Or Ba1

 by 

Moody's 	Senior 

Debt 

Rating of 

BB by 

Standard 

& Poor's 

Or Ba2 

by 

Moody's 	Senior 

Debt 

Rating of 

BB- by 

Standard 

& Poor's 

Or Ba3 

by 

Moody's 	Senior 

Debt 

Rating of 

B+ by 

Standard 

& Poor's 

Or B1 

by 

Moody's 	Senior 

Debt 

Rating of 

B by 

Standard 

& Poor's 

Or B2 

by 

Moody's 

(or 

lower)
	Premium Rate	2.00%	2.25%	2.52%	2.83%	3.18%	3.57%	4.00%	5.02%	6.36%



 






    13


     


    

 


Exhibit B

Framework


 






    14


     


    

 


“Debt
Deferral Extension Framework” for ECA-backed export financings


 


Preamble


 


The Corona-pandemic continues to heavily
affect the global tourism industry, including all cruise ship operators (“Companies”, a cruise operator the
“Company” - including, if any, the guarantor and/or the holding company and/or the group). Almost all cruise
ship operations are still suspended with various “no-sail orders” still in place.


 


As the cruise
ship operations are still largely suspended, several cruise ship operators are expected to require an extension of the existing
debt deferral initiative. The European ECAs (“ECAs”) intend to provide a coordinated response to these requests on
a pan-European basis.


 


This document sets out the key principles
(the “Terms and Conditions”) of a framework for a debt deferral extension of principal repayments and testing
of financial covenants (the “Debt Deferral Extension” or “DDFE”) for already executed ECAs
covered loan agreements (“Loan Agreement”) in connection with the financing of cruise vessels.


 


The terms of the Debt Deferral Extension
are preliminary and informative in nature and shall not be deemed to be binding nor shall they represent any commitment by the
ECAs in respect thereof. All Companies that are not already in formal debt restructuring proceedings can apply for the Debt Deferral
Extension. ECAs are available to evaluate granting of the Debt Deferral Extension on a case by case basis subject to specific terms
and conditions to be agreed upon with any of the Companies and nonetheless subject to approval by the respective ECAs competent
bodies.


 


The European ECAs jointly are providing
unilateral support to the cruise industry, for the benefit of the yards and the supply chain associated, by providing an extension
to the initial temporary relief already given to the Companies, by deferring principal payments falling due from 1st
April 2021 to 31st March 2022.


 


Such support is based on the firm mutual
understanding that the Companies, taking advantage of the Debt Deferral Extension, shall use their best endeavours fulfilling their
contractual obligations under their existing shipbuilding contracts with the yard, i.e. do not unreasonably, unduly, and without
consultation delay instalments and scheduled vessel deliveries and work in good faith with the yards to resolve any crisis-related
construction delays. In particular, the Companies should avoid to cancel existing orders, either already effective and to become
effective in the future.


 


Furthermore, the ECAs believe this initiative
to be an important step to safeguard and strengthen the financial position of the Companies. Such support may enable the Companies
in dealing with other existing creditors or bondholders in order to receive similar relief. In addition, it is our firm expectation
that the Companies engage intensively with their respective shareholders and potential new shareholders to provide all possible
support. It is the ECAs understanding that all relevant and involved stakeholders contribute to the efforts of stabilising the
liquidity situation of the Companies during the current difficult market conditions in order to avoid formal debt restructuring
proceedings. Such shareholders’ and debtholders support will be a major element in the evaluation and decision-making process.


 


All
Companies have implemented liquidity initiatives by raising substantial liquidity throughout the crisis to face the halt of their
operations and they will continue to do so if so requested. The ECAs are providing their support on the assumption that the Companies
are still in an overall sound financial position and their business model is still well founded, so that as soon as the current
travel restrictions will be discharged, the Companies will be able to resume “business as usual” and meet their future
financial obligations.


 






    1


     


    

 


“Debt
Deferral Extension Framework” for ECA-backed export financings


 


1.   Generic
Terms & Conditions of the Debt Deferral Extension


 


1.1 Deferred
Payments on ECA-covered debt


 


		1.1.1	Debt Deferral shall be extended to all principal payments under the
original ECA loans and the Existing Deferral Tranche payable between 1st  April 
2021 and 31st March  2022 ("New Deferred Payments"). The New Deferred
Payments shall be expected to be documented and administered as an additional Debt Deferral Tranche (“New Debt Deferral
Tranche”).






		1.1.2	The repayment schedules of the previously agreed deferred
payments until 31.03.2021 (“Existing Deferral Tranche”) and the repayment schedule of the Original Loan will
remain unchanged. The repayments under both repayment schedules which are due between 1st
April 2021 and 31st March  2022 shall be covered by drawings under the New Debt
Deferral Tranche.






		1.1.3	The New Debt Deferral Tranche shall be repaid within 5 years starting from April 1st
2022, if commercially feasible on the same due dates as the originally scheduled payments, until 31.03.2027, irrespective of remaining
tenor of each individual export financing and subject to 1.1.6 below.






		1.1.4	Interest (floating or fixed; commitment fee on undisbursed amounts) and any scheduled ECA premium
payments shall continue to be payable.






		1.1.5	ECA cover remains effective and extended also on New Deferred
Payments. ECAs coverage on any potential additional interest margin arising from the New Debt Deferral Tranche will be at discretion
of each ECAs.






		1.1.6	In the event that the payment of New Deferred Payments on
the same due dates as the originally scheduled payments will result not feasible or advisable for the ECAs, repayment schedule
of New Deferred Payments may be determined individually on the basis of a case-by- case examination by the ECA (for example the
maturity date under the existing ECA financing (as amended by the Existing Debt Deferral) is less than the theoretical final maturity
of the New Debt Deferral Tranche.



 


1.2 Suspension
of Financial Covenant Testing


 


		1.2.1	Testing of all agreed Financial Covenants (in disbursed and undisbursed facilities) shall continue
to be suspended until 31.03.2022 ("Testing Suspension" with non-compliance does not trigger an Event of Default).






		1.2.2	Over the next 18 months, the financing banks and ECAs shall
have the right / option to trigger on their own discretion the negotiation to reset the individual financial covenants of a Company.
The basic idea behind is that a corridor for the financial covenants shall be set for the coming years as soon the operational
performance is in a ramp-up phase and the financial visibility does improve.






		1.2.3	Although Testing Suspension remains in place, reasonable minimum
liquidity requirement shall apply, if the Company has no liquidity covenant in place, minimum liquidity covenants for Debt
Deferral Extension shall be introduced (however, aligned with any relevant liquidity covenants included in other financings)



 


1.3 ECA
Premium, Interest and Fees:


 


		1.3.1	Additional upfront/one-off ECA premium on New Debt Deferral Tranche Payments ("Additional
ECA Premium") shall apply.






		1.3.2	Additional ECA Premium shall be calculated by each ECAs based on its evaluation of the Debt Holiday
request.






		1.3.3	Additional ECA Premium shall be due and payable at signing
of the Debt Deferral Extension. The 



 






    2


     


    

 


“Debt
Deferral Extension Framework” for ECA-backed export financings


 


Additional ECA Premium is not refundable.





		1.3.4	The Company shall bear any incurred adjustment on funding cost (CIRR and/or bank funding) for New
Debt Deferral Tranche (for New Deferred Payments).






		1.3.5	The Company shall agree on reasonable upfront and coordination fees, due and payable at signing
of Debt Deferral Extension. A fee of the same amount than the one payable to the lenders may also be payable to the ECA, if the
ECA so requests.






		1.3.6	The Company shall bear any incurred legal and administrative cost to implement New Deferred Payments
including but not limited to CIRR agreements.






		1.3.7	In case there are several financings supported by different ECAs, the Company shall apply for the
Debt Deferral Extension to all the ECAs. However, if the consent of the ECA lenders for one or more of these ECA financings is
not obtained (due to the refusal of the ECA lenders of said financing), that should not prevent the Debt Deferral Extension to
be implemented for the other ECA financings



 


2.    Undertakings


 


2.1 All conditions
and undertakings of the Existing Debt Deferral shall remain in place, especially:


		(i)	dividend restriction,






		(ii)	mandatory redemption events,






		(iii)	information covenant and monitoring






		(iv)	specific ECA’s
requirements (including, but not limited to, environmental covenant).



 


2.2 In
particular, additional covenants will be added in the Debt Deferral Extension including but not limited to:


 


		(i)	Any dividend payment, any share buy-back program or any other distribution or payment to share capital or shareholders (including
repayment of shareholder loans), and/or






		(ii)	new financing granted by the Company [(including inter-company loans)], and/or






		(iii)	any non-arm length disposal of asset and/or






		(iv)	any additional security in favour of existing debts (unless the ECA lenders benefit from this new security on a pari passu
basis), and/or






		(v)	any new regular debt or equity issue (such as bond or new equity emission) or other form of indebtedness by the Company






		(vi)	any debt deferral or covenant waivers of existing debts, or any new debt raising intended to reimburse existing debt that benefit
from additional securities or more favourable terms on existing security packages (unless they are granted to ECA lender on a pari
passu basis),



 


shall trigger
mandatory prepayment, to be made through an hard prepayment in a lump sum of any outstanding amount under the New Debt Deferral
Tranche and immediate cessation of Testing Suspension, in any case subject to the provisions below.


 


		2.3	Utilisation of the New Tranche shall be subject to proof of evidence of sufficient crisis-related liquidity measures by the
Company, including equity, which shall be documented in the application process based on the Information Package (see paragraph
3.4. below).



 


		2.4	During and until the end of the New Debt Deferral Tranche, the mandatory prepayment provision and the cessation of the Testing
Suspension will not apply in relation to:



 


		(i)	debt issuances by the Company due to financing of any scheduled ship building contract instalments, including, but not limited
to, final instalment at delivery;






		(ii)	(i) crisis and recovery related debt provided either (a) on unsecured basis and in accordance within the limitation
provided under the documentation or (b) on secured basis if so requested by a State supported arrangement and in any case
within the limitation provided under the documentation or






(ii) equity issuances by the
Company


 






    3


     


    

 


“Debt
Deferral Extension Framework” for ECA-backed export financings


 


in both cases (i) and (ii) made until 31
December 2021;


 





		(iii)	after 31 December 2021, crisis and recovery related debt or equity issuances by the Company made with the prior written
consent of the ECA;






		(iv)	extension (or renewal of) revolving credit facilities, with the prior consent of the ECA
if any additional security shall be granted on this occasion.



 


2.5 Additional
redemption mechanism


 


ECAs
shall have the right to request mandatory redemption of Existing and New Deferred Payments if the Company wishes to redeem
other commercial lenders and/or bondholders early (pari passu redemption). For the avoidance of doubt, the refinancing of debt
or mandatory prepayments necessary to avoid an event of default ECAs will not request a pari passu redemption. Voluntary prepayment
and/or cash sweep shall trigger a mandatory prepayment and drawstop of the Existing and New Debt Deferral Tranches, unless those
are applied across the ECAS facilities under the New Debt Deferral Tranches.


 


2.6 Additional
security


 


		1.	The Company shall grant additional security or credit enhancements
to ECA lenders (and consequently to the ECA) to be negotiated in good faith, if so requested by the ECAS. Without prejudice
to paragraph 3.6(b) below with respect to new ECA financings, it is the ECAs firm understanding that additional securities
will have to be provided on a pari passu basis to all the involved ECAs for any of the existing loan agreements.






		2.	Additional Security may be requested by each and every ECA at their own sole discretion, in case
such ECA is requested by the Company to support a new ECA financing in relation to any scheduled or new ship building contract,
including the financing of new change orders and/or owner’s supplies.



 


2.7 Early
Termination of New and Existing Debt Deferrals


 


If
the Company and/or the obligors enters all-creditor and/or formal debt restructuring proceedings including but not limited to US
Chapter 11 proceedings, all Deferred Payments of the Existing and the New Debt Deferral Tranche shall be void [or not effective]
and the Company shall reimburse the ECAs financings according to original repayment schedule. For the avoidance of doubt, all sums
deferred shall be immediately repaid and undrawn amounts under the Existing and New Debt Deferral Tranches shall be subject of
a draw stop.


 


3.    Procedure
for Debt Deferral Extension application


 


		3.1	Each cruise operator ("Company" or the “Borrower” or the “Obligor”)
may apply through its ECA-Agent bank, for the Debt Deferral Extension with each ECA for all its disbursed and undisbursed ECA-backed
existing export financings. In one application, several financings can be bundled. Each Company shall apply Debt Deferral Extension
also with CIRR Mandatory for all its disbursed ECA-backed CIRR export financings in an application via the respective CIRR-Agent
bank.



 


		3.2	The Facility Agent in coordination with ECA- and CIRR-Agent shall coordinate Lenders' consent immediately
after Company launched application for Debt Deferral Extension. For the avoidance of doubt, ECA- and CIRR-approval shall be decided
in a timely fashion based on prior ECA coordination.



 


		3.3	Similar to Debt Deferral Application in Q2 2020 Company shall provide an updated information



 






    4


     


    

 


“Debt
Deferral Extension Framework” for ECA-backed export financings


 


package as may be required by
the relevant ECA based on its standardized template as described in the Annex.


 


3.4 The
Borrower/Company/Obligor shall provide the following information:





		(i)	Treatment of other (new) creditors during Debt Holiday 1.0



 


		(ii)	Overview of already collected crisis liquidity



 


		(iii)	Overview of already concluded and further planned equity measures



 


		(iv)	Overview of any debt deferral already negotiated/agreed with other creditors as of the date of
application for the Debt Deferral Extension and description of the steps which the Borrower/Company/Obligor intends to take in
order to agree any additional debt deferral with other creditors, alongside the Debt Deferral Extension.



 


		(v)	[Detailed information in relation to any security or additional security granted in favour of any
class of creditors (lenders/financiers, bondholders or other relevant creditors) which has been created or agreed as of the date
of application for the Debt Deferral Extension]



 


		(vi)	[Exhaustive and detailed description of any financial covenant which has been included within the
terms and conditions of any debt issuance carried out within [1 February 2020] and the date of application for the Debt Deferral
Extension and/or included in financing agreement in place as of the same date]



 


		(vii)	Detailed information of future repayment obligations over the repayment tenor of the Debt Deferral Extension.



 


		(viii)	Presentation of previous and future measures to secure the situation of shipyards and their order books



 


		(ix)	Status of the Application with other ECAs



 


		(x)	Rough estimate of the Company’s economic contribution to the ECAs’ respective
economic systems.



 


		(xi)	Detailed cash flow projections (Management Base Case and Management
Stress Case)to illustrate the positive impact of the Debt Deferral Extension (at least 5 years projection) plus additional
stress case scenarios, if requested by the respective ECAs, including cases with no substantial and cash generating operations
prior to 01.06.2021 and 01.10.2021. Projections shall demonstrate the ability of the Applicant to meet its payment obligations
towards its creditors until the end of the New Debt Deferral Tranche repayment period.



 


		(xii)	Agreed repayment schedule of New Debt Deferral Tranche for all affected financings.



 


		3.5	The Company and any of the Insured Banks shall also provide information regarding their commercial exposure and the arrangements
taken (or under negotiation) towards this Applicant’s commercial exposure.



 


3.6 The Application
should also cover:


(a) a declaration of the Company to use its
best efforts to:


1. enter into similar agreements
or arrangements with other class of its creditors; and to


2. finalize agreement which
won’t put in jeopardy the ECAS position or the shipyard and


(b) a confirmation that the application is sent
to all the ECAs involved at once.


 


Please refer to the Annex for the comprehensive list of information
and monitoring process to be implemented. 


 






    5


     


    

 



 


Exhibit C

Debt Deferral Extension

Regular Monitoring Requirements


 


Debt Deferral
Extension - Regular Monitoring Requirements


 


Monitoring
Period:


 


		-	Starting point: approval



 


		-	End: Until the Existing and the New Debt Deferral Tranches are repaid, whereby the list of documents and frequency shall be
reviewed and adjusted annually by the Facility Agent.



 


	 	Rhythm 	Description 
	1. 	monthly 	
        Reporting of the:

        1.      Total
        Free Liquidity Position – def.: free cash + free undrawn credit lines;

        2.      Free
        Net Liquidity Position – Total Free Liquidity Position minus all planned debt repayments

        (bank loan, commercial papers,
        bonds) which are due within the following 6 months.;

        3.      In
        case the Free Net Liquidity Position does decease to 6x the average of the monthly operational cash burn rate the ECA can decide
        on its own discretion whether a shorter reporting rhythm shall be implemented (e.g. weekly).;

        4.      Description
        of additional measures implemented to increase the liquidity position (debt, mezzanine and equity measures) / Whereby details of
        the respective terms and conditions shall be included (e.g. securities, ranking), for easy reference an ongoing list would be preferred
        with (a) measures taken, (b) additional measures finalized in the respective month and (c) additional measures planned.;

        5.      Description
        of of additional cost cutting measures implemented to reduce the outflow of liquidity (OPEX, CAPEX, Debt Deferrals etc.);

        6.      Repayment
        or refinancing of existing debt

         



 






    15 


     


    

 


	2. 	monthly 	
        Cash Flow Projection of the cruise line
        on a monthly basis

         

        The Projection means cash flow statements
        in excel format, complete with formulas, shall cover the following period:

        1.       Actual
        figures: The current financial year (whereby at least 1 quarter with actual historical figures have to be included);

        2.       Projection:
        At least the following 24 months starting from the respective current month (including shut down period and recovery phase)

        Cash Flow Projection showing:

        1.       operating
        cash flow including and separately listed Cruise-Revenues (including but not limited to occupancy rate, ticket prices, capacity
        of the overall fleet, capacity of fleet in operation), Cruise-OPEX, other COGS, net customer deposits collection (providing details
        of deposit refund separately), working capital and SG&A;

        2.       cash
        flow from investing activities (separately: detailing capex in vessels, general capex and disposals / In addition for information
        purposes the newbuilding capex which will be paid out of equity.),

        3.       cash
        flow from financing activities (detailing proceeds from equity, proceeds from debt separated by type of funding and ECA facilities,
        debt repayments separately), etc.

        4.       Interest
        expenses

        Such Cash Flow Projection shall be accompanied
        by a descriptive Note of Assumptions which does include comments on:

        1. Changes:

        (i)       The
        main changes to the underlying assumptions with respect to revenue / cash collections and disbursement of operational costs and
        SG&A,

        (ii)       The
        main changes to the underlying assumptions with respect to Debt Deferrals (with the ECA backed transactions or other class of creditors)



 


	 	 	
        (iii) The
        main changes with respect to Major Capex (and such Equity payments in relation to Major Capex)

        And in each case whether those
        changes are due to timing issues or more fundamental changes compared to the initial Test Scheme Template for the Debt Deferral
        Extension (if not previously disclosed), or the previous Liquidity Forecast.

        2. Mitigants
        or additional liquidity measure that are incorporated in the Liquidity Forecast, or planned but not yet incorporated in the Liquidity
        Forecast.

         

	3. 	monthly 	Testing of the applicable Minimum Liquidity Covenant according to the amended loan documentation 


 






    16 


     


    

 


	4. 	monthly 	
        1.       Cash
        Burn Rate

        2.       Cash
        Burn Rate adjusted to net deposits collection

        3.       Net
        Liquidity position to Cash Burn rate

        Def. Cash Burn rate
        means operating costs plus debt service plus capital expenditure (net of financing) Def. Cash Burn rate adjusted
        means operating costs plus debt service plus capital expenditure (net of financing) plus net deposits collection.

        To be reported as long as the company achieves
        a positive (adj.) EBITDA after interest costs in two consecutive months

	5. 	monthly 	
        Booking Curve - Average ticket price and
        occupancy for the season 2021 and season 2022 including a comparison of both parameters at the same point in time for bookings
        in 2019 for the season 2020

        Format tbd with the ECA Agent / Figures
        to be provided in table / split by quarter mandatory

	6. 	monthly 	
        Status of the fleet on a per vessel basis:
        Active vessels (+ occupancy level) / Vessels in layup / Vessels classified for sale

        Fleet wide average of occupancy (incl.
        active and idle vessels)

	7. 	monthly 	Confirmation that no dividends have been declared / paid within the current month. 
	8. 	monthly 	
        Development of the customer deposits:

        1.       For
        cancelled cruises with starting dates in the past: Percentage of customers which requested a refund and percentage of those who
        re-booked or accepted a voucher.

        2.       Overview
        of the amount of deposits which have been collected in connection with cruises in the next 4 quarters (split by quarter).

        3.       Customer
        Deposits for cruises starting within the next 3 months

        4.       Amount
        of collected deposits which are at risk to be refunded, based on the company’s own assumption of how many passengers of future
        cancelled cruises might chose a refund instead of a re-booking or a voucher.

         

	9. 	monthly 	
        Other Creditors and Debtors:

        1.       Please
        state clearly whenever terms and conditions (amount, interest, tenor, maturity schedule and securities) of existing credit facilities
        (incl. other debt holiday agreements) have been amended which fall into the same class as the ECAs or other classes.

        2.       How
        are generally unsecured and secured financings treated?

        3.       How
        do the debtors (like credit card companies) currently act? Do creditors withhold payments?

        4.       Other
        Creditors and Debtors: What is the company asking from the other creditors (e.g. Bondholder, LeaseCos, FactorCos etc.) and what
        is their response? Do the respective documentation include cross default clauses?



 






    17 


     


    

 


	10 	bimonthly 	
        Update about the changes of signed building
        contracts

        The ECA shall be updated about the company`s
        current plans to amendment any building contract or about any upcoming negotiations with the national yard.

	11 	quarterly 	Unaudited financial statements or management accounts (incl. P&L (incl. EBITDA), balance sheet and cash flow statement) 
	12 	quarterly 	Company shall provide the calculation of the financial covenants which currently are waived. 


 






    18 


     


    

 


Exhibit D

Replacement Covenants with effect from the Guarantee Release Date


 






    19 


     


    

 


Exhibit T


 


Replacement covenants with effect from
the Guarantee Release Date


 


It is acknowledged and agreed, with effect
from the Guarantee Release Date, this Agreement shall be amended as follows:


 


"incur" means
to create, incur, assume, guarantee or otherwise become directly or indirectly liable and "incurred" or "incurrence"
shall have a correlative meaning.


 


"Inherited Indebtedness"
means any Indebtedness (other than any Indebtedness that would, following the acquisition or creation of the relevant Subsidiary,
become Permitted Principal Subsidiary Indebtedness or Permitted Non-Principal Subsidiary Indebtedness) of any corporation that
becomes a Subsidiary of the Borrower after the Guarantee Release Date so long as (i) the acquisition or creation of such corporation
by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Indebtedness is in existence at the
time such corporation becomes a Subsidiary of the Borrower and was not incurred by the Borrower or any of its Subsidiaries in anticipation
thereof.


 


"Inherited Lien"
means any Lien (other than a Lien that would, following the acquisition or creation of the relevant Subsidiary, become a Permitted
Lien) in respect of any Inherited Indebtedness on any asset of any corporation that becomes a Subsidiary of the Borrower after
the Guarantee Release Date so long as (i) the acquisition or creation of such corporation by the Borrower is not otherwise
prohibited by the terms of this Agreement and (ii) such Liens are in existence at the time such corporation becomes a Subsidiary
of the Borrower and were not created by the Borrower or any of its Subsidiaries in anticipation thereof.


 


"Non-Principal Subsidiary"
means a Subsidiary other than a Principal Subsidiary.


 


"Permitted Principal
Subsidiary Indebtedness" means:


 


		a.	Indebtedness owing to the Borrower or a direct or indirect Subsidiary of the Borrower; and



 


		b.	obligations in respect of Hedging Instruments entered into for the purpose of managing interest
rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.



 


"Permitted Liens"
means:


 


		a.	Liens securing Government-related Obligations;



 


		b.	Liens for taxes, assessments or other governmental charges or levies not at the time delinquent
or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings;



 






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		c.	Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary
course of business for sums not overdue by more than 60 days or being diligently contested in good faith by appropriate proceedings;



 


		d.	Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment
insurance or other forms of governmental insurance or benefits;



 


		e.	Liens for current crew's wages and salvage;



 


		f.	Liens arising by operation of law as the result of the furnishing of necessaries for any Vessel
so long as the same are discharged in the ordinary course of business or are being diligently contested in good faith by appropriate
proceedings;



 


		g.	Liens on Vessels that:



 


(i)            secure
obligations covered (or reasonably expected to be covered) by insurance;


 


(ii)           were
incurred in the course of or incidental to trading such Vessel in connection with repairs or other work to such Vessel; or


 


(iii)          were
incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or
order;


 


provided
that, in each case described in this clause (g), such Liens are either (x) discharged in the ordinary course of business
or (y) being diligently contested in good faith by appropriate proceedings;


 


		h.	normal and customary rights of set-off upon deposits of cash or other Liens originating solely
by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights in favour of
banks or other depository institutions;



 


		i.	Liens in respect of rights of set-off, recoupment and holdback in favour of credit card processors
securing obligations in connection with credit card processing services incurred in the ordinary course of business;



 


		j.	Liens on cash or Cash Equivalents or marketable securities securing:



 


(i)           obligations
in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity
exposure risk and not for speculative purposes; or


 


(ii)            letters
of credit that support such obligations;


 






    2 


     


    

 


		k.	deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and
deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements;



 


		l.	easements, zoning restrictions, rights-of-way
and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct
of business of the Borrower or any Subsidiary; and



 


		m.	licenses, sublicenses, leases or subleases granted to other Persons not materially interfering
with the conduct of the business of the Borrower or any of its Subsidiaries.



 


"Permitted Non-Principal
Subsidiary Indebtedness" means:


 


		a.	Indebtedness owing to the Borrower or a direct or indirect Subsidiary of the Borrower;



 


		b.	obligations in respect of Hedging Instruments entered into for the purpose of managing interest
rate, foreign currency exchange or commodity exposure risk and not for speculative purposes; and



 


		c.	other Indebtedness other than Indebtedness
for borrowed money (it being agreed for this purpose that any Group Member Guarantee granted in connection with Indebtedness
for borrowed money shall be considered to be Indebtedness for borrowed money).



 






    3 


     


    

 


		1.	Section 7.2.2 and Section 7.2.3 shall be deleted in their entirety and
replaced with the following (and all other provisions and clause references shall be construed accordingly):



 


SECTION 7.2.2     Subsidiary
Indebtedness and Liens.


 


		(a)	With effect from the Guarantee Release Date and except to the extent permitted by Section 7.2.2(b) below:



 


		(i)	the Borrower will not permit:



 


		A.	any of its Principal Subsidiaries to incur any Indebtedness other than Permitted Principal Subsidiary
Indebtedness; and



 


		B.	any of its Non-Principal Subsidiaries to incur any Indebtedness other than Permitted Non-Principal
Subsidiary Indebtedness; and



 


		(ii)	the Borrower (having regard, in the case of any ECA Financed Vessel, to Section 7.2.10)
will not, and will not permit any of its Subsidiaries to, permit to exist any Lien upon any of its property, revenues or assets,
whether now owned or hereafter acquired other than Permitted Liens.



 


		(b)	Section 7.2.2(a) shall not, however, prohibit any Indebtedness or Lien provided
that (but again having regard, in the case of any ECA Financed Vessel, to Section 7.2.10) immediately following the
incurrence (including any Group Member Guarantees) of the Indebtedness or Lien (as applicable):



 


		(i)	the sum of the aggregate principal amount (without duplication) of (x) Indebtedness incurred
by Principal Subsidiaries (excluding Permitted Principal Subsidiary Indebtedness), (y) Indebtedness incurred by Non-Principal
Subsidiaries (excluding Permitted Non-Principal Subsidiary Indebtedness) and (z) the Indebtedness secured by Liens (other
than Permitted Liens) granted by any Group Member does not exceed 20.0% of the total assets of the Borrower and its Subsidiaries
taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter;



 


		(ii)	in the event the Senior Debt Rating of the Borrower is at Investment Grade as given by either Moody's
and S&P (determined at the time of the incurrence of the Indebtedness or Lien), the sum of the aggregate principal amount (without
duplication) of (x) Indebtedness incurred by Principal Subsidiaries (excluding Permitted Principal Subsidiary Indebtedness)
and (y) the Indebtedness secured by Liens (excluding Permitted Liens) granted by any Group Member does not exceed 10.0% of
the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day
of the most recent ended Fiscal Quarter;



 






    4 


     


    

 


		(iii)	in the event the Senior Debt Rating of the Borrower is below Investment Grade as given by both
Moody's and S&P (determined at the time of creation of the Lien or the granting of a Group Member Guarantee (as applicable)):



 


		A.	     the aggregate principal amount of Indebtedness secured by first priority Liens (excluding Permitted
Liens) granted by any Group Member does not exceed 5% of the total assets of the Borrower and its Subsidiaries taken as a whole
as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter;



 


		B.	     the aggregate principal amount of Indebtedness secured by second (or lower) priority Liens (excluding
Permitted Liens) granted by any Group Member does not exceed 5% of the total assets of the Borrower and its Subsidiaries taken
as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; and



 


		C.	     the sum of the aggregate principal amount (without duplication) of (x) Indebtedness (including
any Group Member Guarantees) incurred by Principal Subsidiaries (excluding Permitted Principal Subsidiary Indebtedness) and (y) Indebtedness
secured by Liens (excluding Permitted Liens) granted by any Group Member pursuant to (iii)(A) and (B) above does not
exceed 10.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as
at the last day of the most recent ended Fiscal Quarter,



 


provided that if, following
the Guarantee Release Date, the Borrower enters into a transaction which results in the existence of any Inherited Lien or Inherited
Indebtedness, and solely as a result of that Inherited Lien (and the related Inherited Indebtedness secured by that Inherited Lien)
or Inherited Indebtedness, the thresholds referred to in this paragraph (b) are exceeded, whilst no breach of this clause
shall be deemed to have occurred at the time of such transaction, no further Indebtedness or Liens of the type referred to in this
paragraph (b) shall be permitted to be incurred or, as the case may, permitted to exist until such time as the Borrower is
in compliance with the thresholds referred to above (and taking into account for such purpose any unsecured Inherited Indebtedness
or Inherited Indebtedness secured by any Inherited Lien).


 


		2.	Section 7.2.3 shall be deleted in its entirety and replaced with "Intentionally
Omitted".



 


		3.	A new Section 7.2.10 shall be inserted as follows:



 






    5 


     


    

 


SECTION 7.2.10     Negative
Pledge Over ECA Financed Vessels.


 


For the purposes of this Section 7.2.10:


 


"repaid" means
scheduled repayments or voluntary or mandatory prepayment and not repayments arising following the acceleration of the relevant
ECA Financing after the occurrence of an Event of Default; and


 


"credit support"
means a Lien over any ECA Financed Vessel granted by any Group Member or a Group Member Guarantee from a Group Member (other than
the Borrower) that owns (directly or indirectly) any ECA Financed Vessel.


 


In connection with the granting
of any Lien or Group Member Guarantee pursuant to Section 7.2.2(b) above, no Group Member shall use any ECA Financed
Vessel as credit support in respect of any Indebtedness except:


 


		(i)	if more than 75.0% of the aggregate principal amount of Indebtedness originally incurred under
the ECA Financing in respect of that ECA Financed Vessel has been repaid by the relevant Group Member, that Group Member shall
be entitled to grant credit support over or in respect of that ECA Financed Vessel on the basis, and in compliance with the terms
of, Section 7.2.2(b); and



 


		(ii)	if an amount equal to or higher than 15.0% but less than or equal to 75% of the aggregate principal
amount of Indebtedness originally incurred under the ECA Financing in respect of that ECA Financed Vessel has been repaid by the
relevant Group Member (determined at the time the relevant credit support is provided), the relevant Group Member shall be entitled
to provide such credit support over that ECA Financed Vessel on the basis of, and subject to the compliance with, the terms of,
Section 7.2.2(b), provided that the amount of Indebtedness secured or supported (as applicable) by that credit support shall
not exceed an amount equal to BV x (A / B) where:



 


BV = the book value of that ECA
Financed Vessel at the time of the provision of that credit support (as evidenced by the information to be provided pursuant to
sub-paragraph (v) below);


 


A = the aggregate principal amount
of Indebtedness incurred under the ECA Financing in respect of that ECA Financed Vessel which has been repaid by the relevant Group
Member at the time the credit support is provided; and


 


B = the amount of Indebtedness
originally incurred by the relevant Group Member under the ECA Financing in respect of that ECA Financed Vessel,


 


it being acknowledged and agreed
that:


 






    6 


     


    

 


		(iii)	where the relevant credit support being provided in accordance with this Section 7.2.10
is a Group Member Guarantee from a Group Member that owns (directly or indirectly) one or more ECA Financed Vessels but does not
own (directly or indirectly) any other Vessels, the amount of Indebtedness that can be supported by such Group Member Guarantee
shall be equal to the aggregate amount of Indebtedness that would be permitted to be secured under this Section 7.2.10
if, instead of a Group Member Guarantee, each relevant Principal Subsidiary owning each relevant ECA Financed Vessel was to provide
a Lien as credit support in respect of that Indebtedness;



 


		(iv)	where the relevant credit support being provided in accordance with this Section 7.2.10
is a Group Member Guarantee from a Group Member that owns (directly or indirectly) one or more ECA Financed Vessels and other Vessels,
the restrictions contained in this Section 7.2.10 as to the amount of the Indebtedness that can be supported by such
credit support must be preserved at all times and, not later than five Business Days after the date upon which that Group Member
grants the relevant Group Member Guarantee, the Borrower shall notify the Facility Agent in writing of such event and shall provide
any information as may be reasonably requested by the Facility Agent to verify that the requirements of this Section 7.2.10
have been complied with following the provision of such Group Member Guarantee; and



 


		(v)	not later than five Business Days after the date upon which a Group Member provides any credit
support, the Borrower shall provide the Facility Agent with evidence as to its compliance with this Section 7.2.10,
which evidence shall include all required calculations and other information required by the Facility Agent (acting reasonably)
to determine such compliance; and



 


		(vi)	no Group Member shall be entitled to use any ECA Financed Vessel as credit support in the manner
contemplated by this Section 7.2.10:



 


		(A)	until such time as the relevant Group Member has repaid at least 15.0% of the aggregate principal
amount of Indebtedness originally incurred under the ECA Financing in respect of that ECA Financed Vessel; and/or



 


		(B)	at any time in which a Default has occurred and is continuing.



 






    7 


     


    

 


Exhibit E

Form of Option A Refinancing Agreement


 






    20 


     


    

 


SIGNATORIES

Amendment No. 2 in respect of Hull 1402


 


	Borrower	 
	 	 
	Royal Caribbean Cruises Ltd.	)
	Name: Lucy Shtenko	)	/s/ LUCY SHTENKO
	Title: Attorney-in-fact	)
	 	 
	Facility Agent	 
	 	 
	KfW IPEX-Bank GmbH	)
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)
	 	 
	Hermes Agent	 
	 	 
	KfW IPEX-Bank GmbH	)
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)
	 	 
	Mandated Lead Arranger	 
	 	 
	KfW IPEX-Bank GmbH	)
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)
	 	 
	Lenders	 
	 	 
	Finnish Export Credit Ltd	)
	Name: Heidi Dahlqvist	)	/s/ HEIDI DAHLQVIST
	Title: Head of Legal Services, Export Financing	)
	 	 
	Name: Pia Peltoniemi	)	/s/ PIA PELTONIEMI
	Title: Senior Advisor	)
	 	 
	KfW IPEX-Bank GmbH	)
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)




 


[Signature Page to Amendment No. 2
- Hull 1402]