Exhibit
10.1


 


Execution
Version


 


	 	Dated	16 March	2021  	 
	 	 	 



 





	 	Royal Caribbean Cruises Ltd.	(1)
	 	(the Borrower)	 
	 	 	 
	 	KfW IPEX-Bank GmbH	(2)
	 	(the Facility Agent)	 
	 	 	 
	 	KfW IPEX-Bank GmbH	(3)
	 	(the Hermes Agent)	 
	 	 	 
	 	BNP Paribas Fortis SA/NV	(4)
	 	(the Finnvera Agent)	 
	 	 	 
	 	The banks and financial institutions listed in Schedule 1	(5)
	 	(the Mandated Lead Arrangers)	 
	 	 	 
	 	The banks and financial institutions listed in Schedule 1	(6)
	 	(the Lenders)	 



 

	 	Amendment No. 3 in connection with
 the Credit Agreement in respect of
 "ICON 1" – Hull 1400

                                                                                 
	 



 



     


     


    

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 1400	 9
	 	 
	Schedule 3 Amended and Restated
    Credit Agreement	 10
	 	 
	Schedule 4 Form of Guarantor
    Confirmation Certificate	 11
	 	 
	  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 Silversea Liens and Indebtedness	 20




     


     


    

THIS
AMENDMENT NO. 3 (this Amendment) is dated 16 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)	BNP
                                         Paribas Fortis SA/NV as Finnvera Agent (the Finnvera Agent);



 


		(5)	The
                                         banks and financial institutions listed in Schedule 1 as initial mandated lead arranger,
                                         other mandated lead arrangers or lead arrangers (the Mandated Lead Arrangers);
                                         and



 


		(6)	The
                                         banks and financial institutions listed in Schedule 1 as lenders (the Lenders).



 


WHEREAS:


 


		(A)	The
                                         Borrower, the Facility Agent, the Hermes Agent, the Finnvera Agent, the Mandated Lead
                                         Arrangers and the Lenders are parties to a credit agreement, dated 11 October 2017, as
                                         amended and restated on 3 July 2018, 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 1 hull number 1400 (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 EUR1,650,000,000
                                         (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.







    1 


     


    

 





		(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 Finnvera Agent, the Mandated Lead Arrangers 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 Finnvera in respect of the rights of 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



 



    2 


     


    

 


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 E hereto shall be attached to the Amended Credit Agreement as new Exhibit
                                         P to Exhibit S thereto and Exhibit A hereto shall replace the Pricing Grid set out in
                                         Exhibit D-1 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,



 



    3 


     


    




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, Finnvera and FEC (including the agreed fees and expenses of counsel to the Facility
                                         Agent, 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 Amendment Number Two); 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 Amendment Number Two),



 


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 by,
                                         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,



 


it
being acknowledged by the Facility Agent that the condition referred to in paragraph (k) has, as 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 Amendment Number Two,



 


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 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 


     


    




	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, 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)	FEC
                                         and Finnvera and any Lender in connection with the preparation, execution, delivery and
                                         administration, modification and amendment of any security or other documents executed
                                         or to be executed and delivered 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, FEC and Finnvera with respect hereto and thereto
as agreed with the Facility Agent, 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,
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 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.


 



    6 


     


    




	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


 


Finnvera
Agent


 


BNP
Paribas Fortis SA/NV


 


Initial
Mandated Lead Arranger


 


KfW
IPEX-Bank GmbH


 


Other
Mandated Lead Arrangers


 


BNP
Paribas Fortis SA/NV 


HSBC
Bank plc 


HSBC
Bank USA, National Association 


Commerzbank
AG, New York Branch 


Banco
Santander, S.A.


 


Lead
Arrangers


 


Banco
Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland 


Bayerische
Landesbank, New York Branch 


DZ
BANK AG, New York Branch 


JPMorgan
Chase Bank, N.A., London Branch 


SMBC
Bank International plc


 


Lenders


 


Finnish
Export Credit Ltd 


KfW
IPEX - Bank GmbH 


BNP
Paribas Fortis SA/NV 


HSBC
Bank plc 


HSBC
Bank USA, National Association 


Commerzbank
AG, New York Branch 


Banco
Santander, S.A. 


Banco
Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland 


Bayerische
Landesbank, New York Branch 


DZ
BANK AG, New York Branch 


JPMorgan
Chase Bank, N.A., London Branch 


SMBC
Bank International plc


 




    8 


     


    

Schedule
2

Form of Amendment Effective Date confirmation – Hull 1400


 


		To:	Royal
Caribbean Cruises Ltd.



 


		To:	BNP
Paribas Fortis SA/NV



 


"ICON
1" (Hull 1400)


 


We,
KfW IPEX-Bank GmbH, refer to amendment no. 3 dated [•] 2021 (the Amendment) relating to a credit agreement dated
as of 11 October 2017 (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 and BNP Paribas Fortis SA/NV as the Finnvera 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)


 




    9 


     


    

Schedule
3

Amended and Restated Credit Agreement


 




    10 


     


    

 


Execution
Version


 





 



 


AMENDED
AND RESTATED


 


ICON
1 HULL NO. 1400 CREDIT AGREEMENT


 





 






 


Dated
as of October 11, 2017


 


as
amended and restated on July 3, 2018


 


as
further 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 16 March, 2021


 


BETWEEN


 


Royal
Caribbean Cruises Ltd.

as Borrower


 


The
Lenders from time to time party hereto


 


KfW
IPEX-Bank GmbH

as Facility Agent and Documentation Agent


 


KfW
IPEX-Bank GmbH

as Hermes Agent


 


BNP
Paribas Fortis SA/NV

as Finnvera Agent


 


KfW
IPEX-Bank GmbH

as Initial Mandated Lead Arranger


 


BNP
Paribas Fortis SA/NV

HSBC Bank plc

HSBC Bank USA, National Association

Commerzbank AG, New York Branch

Banco Santander, S.A.

as Other Mandated Lead Arrangers


 


Banco
Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland

Bayerische Landesbank, New York Branch

DZ BANK AG, New York Branch

JPMorgan Chase Bank, N.A., London Branch

SMBC Bank International plc

as Lead Arrangers


 




     


     


    

TABLE
OF CONTENTS


 


PAGE


 




	Article
    I DEFINITIONS AND ACCOUNTING TERMS	3
	 	 
	Section
    1.1. Defined Terms	3
	 	 
	Section
    1.2. Use of Defined Terms	39
	 	 
	Section
    1.3. Cross-References	40
	 	 
	Section
    1.4. Accounting and Financial Determinations	40
	 	 
	Section
    1.5. Contractual Recognition of Bail-In	41
	 	 
	Article
    II COMMITMENTS AND BORROWING PROCEDURES	43
	 	 
	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	43
	 	 
	Section
    2.1.6. Reductions, increases and cancellations	43
	 	 
	Section
    2.2. Voluntary Reduction of Commitments	44
	 	 
	Section
    2.3. Notification of Hermes Documentary Requirements	45
	 	 
	Section
    2.4. Adjustment of Hermes Commitment Amount and Finnvera Balancing Commitment Amount	45
	 	 
	Section
    2.5. Borrowing Procedure	47
	 	 
	Section
    2.6. Funding	49
	 	 
	Article
    III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES	49







     


     


    

 


	Section
    3.1. Repayments and prepayment consequent upon reduction in Contract Price	49
	 	 
	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	52
	 	 
	Section
    3.3.2. Conversion to FEC Tranche A Floating Rate	53
	 	 
	Section
    3.3.3. FEC Conversion	53
	 	 
	Section
    3.3.4. Post-Maturity Rates	55
	 	 
	Section
    3.3.5. Payment Dates	56
	 	 
	Section
    3.3.6. Interest Rate Determination; Replacement Reference Banks	56
	 	 
	Section
    3.4. Commitment Fees	56
	 	 
	Section
    3.5. Fees	57
	 	 
	Section
    3.5.1. Syndication Fee	57
	 	 
	Section
    3.5.2. [Intentionally left blank]	57
	 	 
	Section
    3.5.3. Agency Fee	57
	 	 
	Section
    3.5.4. Finnvera Premium	57
	 	 
	Section
    3.5.5. Finnvera Balancing Premium	57
	 	 
	Section
    3.5.6. Finnvera Handling Fee	57



 



     


     


    




	Section
    3.6. Other Fees	57
	 	 
	Article
    IV CERTAIN LIBO RATE AND OTHER PROVISIONS	57
	 	 
	Section
    4.1. LIBO Rate Lending Unlawful	57
	 	 
	Section
    4.2. Screen Rate or Deposits Unavailable	58
	 	 
	Section
    4.3. Increased LIBO Rate Loan Costs, etc.	59
	 	 
	Section
    4.4. Funding Losses Event and Defaulting Finance Party Break Costs	60
	 	 
	Section
    4.4.1. Indemnity	60
	 	 
	Section
    4.5. Increased Capital Costs	63
	 	 
	Section
    4.6. Taxes	64
	 	 
	Section
    4.7. [Intentionally left blank]	66
	 	 
	Section
    4.8. Payments, Computations, etc.	66
	 	 
	Section
    4.9. Replacement Lenders, etc.	67
	 	 
	Section
    4.10. Sharing of Payments	67
	 	 
	Section
    4.10.1. Payments to Lenders	67
	 	 
	Section
    4.10.2. Redistribution of payments	68
	 	 
	Section
    4.10.3. Recovering Lender's rights	68
	 	 
	Section
    4.10.4. Reversal of redistribution	68
	 	 
	Section
    4.10.5. Exceptions	69
	 	 
	Section
    4.11. Set-off	69
	 	 
	Section
    4.12. Use of Proceeds	69







     


     


    

 


	Section
    4.13. FATCA Deduction	70
	 	 
	Section
    4.14. FATCA Information	70
	 	 
	Section
    4.15. Resignation of the Facility Agent	72
	 	 
	Article
    V CONDITIONS TO BORROWING	73
	 	 
	Section
    5.1. Advance of the Loan	73
	 	 
	Section
    5.1.1. Resolutions, etc.	73
	 	 
	Section
    5.1.2. Opinions of Counsel	73
	 	 
	Section
    5.1.3. Finnvera Guarantee and Hermes Insurance Policy	74
	 	 
	Section
    5.1.4. Closing Fees, Expenses, etc.	75
	 	 
	Section
    5.1.5. Compliance with Warranties, No Default, etc.	75
	 	 
	Section
    5.1.6. Loan Request	75
	 	 
	Section
    5.1.7. Foreign Exchange Counterparty Confirmations	76
	 	 
	Section
    5.1.8. Pledge Agreement	76
	 	 
	Section
    5.1.9. FEC Financing Documents	76
	 	 
	Article
    VI REPRESENTATIONS AND WARRANTIES	76
	 	 
	Section
    6.1. Organisation, etc.	76
	 	 
	Section
    6.2. Due Authorisation, Non-Contravention, etc.	77
	 	 
	Section
    6.3. Government Approval, Regulation, etc.	77
	 	 
	Section
    6.4. Compliance with Laws	78
	 	 
	Section
    6.5. Validity, etc.	78







     


     


    

 


	Section
    6.6. No Default, Event of Default or Prepayment Event	78
	 	 
	Section
    6.7. Litigation	78
	 	 
	Section
    6.8. The Purchased Vessel	79
	 	 
	Section
    6.9. Obligations rank pari passu	79
	 	 
	Section
    6.10. Withholding, etc.	79
	 	 
	Section
    6.11. No Filing, etc. Required	79
	 	 
	Section
    6.12. No Immunity	79
	 	 
	Section
    6.13. Investment Company Act	80
	 	 
	Section
    6.14. Regulation U	80
	 	 
	Section
    6.15. Accuracy of Information	80
	 	 
	Article
    VII COVENANTS	80
	 	 
	Section
    7.1. Affirmative Covenants	80
	 	 
	Section
    7.1.1. Financial Information, Reports, Notices, Poseidon Principles etc.	81
	 	 
	Section
    7.1.2. Approvals and Other Consents	84
	 	 
	Section
    7.1.3. Compliance with Laws, etc.	84
	 	 
	Section
    7.1.4. The Purchased Vessel	85
	 	 
	Section
    7.1.5. Insurance	85
	 	 
	Section
    7.1.6. Books and Records	86
	 	 
	Section
    7.1.7. Finnish Authority and Hermes Requests	86
	 	 
	Section
    7.1.8. Further assurances in respect of the Framework	87







     


     


    

 


	Section
    7.1.9. Equal treatment with Pari Passu Creditors	87
	 	 
	Section
    7.1.10. Performance of shipbuilding contract obligations	88
	 	 
	Section
    7.1.11. Notice of written amendments to Construction Contract	89
	 	 
	Section
    7.1.12. Hedging Activities	89
	 	 
	Section
    7.2. Negative Covenants	89
	 	 
	Section
    7.2.1. Business Activities	90
	 	 
	Section
    7.2.2. Indebtedness	90
	 	 
	Section
    7.2.3. Liens	90
	 	 
	Section
    7.2.4. Financial Condition	93
	 	 
	Section
    7.2.5. Additional Undertakings	94
	 	 
	Section
    7.2.6. Consolidation, Merger, etc.	102
	 	 
	Section
    7.2.7. Asset Dispositions, etc.	104
	 	 
	Section
    7.2.8. Construction Contract	104
	 	 
	Section
    7.2.9. Framework Lien and Guarantee Restriction	104
	 	 
	Section
    7.3. Covenant Replacement	106
	 	 
	Section
    7.4. Borrower's Procurement Undertaking	106
	 	 
	Section
    7.5. Limitation in respect of Certain Representations, Warranties and Covenants	107
	 	 
	Article
    VIII EVENTS OF DEFAULT	107
	 	 
	Section
    8.1. Listing of Events of Default	107
	 	 
	Section
    8.1.1. Non-Payment of Obligations	107







     


     


    

 


	Section
    8.1.2. Breach of Warranty	107
	 	 
	Section
    8.1.3. Non-Performance of Certain Covenants and Obligations	107
	 	 
	Section
    8.1.4. Default on Other Indebtedness	108
	 	 
	Section
    8.1.5. Bankruptcy, Insolvency, etc.	108
	 	 
	Section
    8.2. Action if Bankruptcy	109
	 	 
	Section
    8.3. Action if Other Event of Default	109
	 	 
	Article
    IX PREPAYMENT EVENTS	110
	 	 
	Section
    9.1. Listing of Prepayment Events	110
	 	 
	Section
    9.1.1. Change of Control	110
	 	 
	Section
    9.1.2. Unenforceability	111
	 	 
	Section
    9.1.3. Approvals	111
	 	 
	Section
    9.1.4. Non-Performance of Certain Covenants and Obligations	111
	 	 
	Section
    9.1.5. Judgments	111
	 	 
	Section
    9.1.6. Condemnation, etc.	112
	 	 
	Section
    9.1.7. Arrest	112
	 	 
	Section
    9.1.8. Sale/Disposal of the Purchased Vessel	112
	 	 
	Section
    9.1.9. Termination of the Construction Contract	112
	 	 
	Section
    9.1.10. FEC Reassignment and Termination, etc. of the Finnvera Guarantee, the Hermes Insurance Policy or the Second Finnvera
    Guarantee	112
	 	 
	Section
    9.1.11. Illegality	115







     


     


    

 


	Section
    9.1.12. Framework Prohibited Events	115
	 	 
	Section
    9.1.13. Principles and Framework	116
	 	 
	Section
    9.2. Mandatory Prepayment	116
	 	 
	Section
9.3. Mitigation	117
	 	 
	Article
    X THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS	118
	 	 
	Section
    10.1. Actions	118
	 	 
	Section
    10.2. Indemnity	118
	 	 
	Section
    10.3. Funding Reliance, etc.	119
	 	 
	Section
    10.4. Exculpation	119
	 	 
	Section
    10.5. Successor	120
	 	 
	Section
    10.6. Loans by the Facility Agent	121
	 	 
	Section
    10.7. Credit Decisions	121
	 	 
	Section
    10.8. Copies, etc.	121
	 	 
	Section
    10.9. The Agents' Rights	121
	 	 
	Section
    10.10. The Facility Agent's Duties	122
	 	 
	Section
    10.11. Employment of Agents	122
	 	 
	Section
    10.12. Distribution of Payments	123
	 	 
	Section
    10.13. Reimbursement	123
	 	 
	Section
    10.14. Instructions	123
	 	 
	Section
    10.15. Payments	124







     


     


    

 


	Section
    10.16. "Know your customer" Checks	124
	 	 
	Section
    10.17. No Fiduciary Relationship	124
	 	 
	Section
    10.18. Mandated Lead Arrangers	124
	 	 
	Article
    XI MISCELLANEOUS PROVISIONS	124
	 	 
	Section
    11.1. Waivers, Amendments, etc.	124
	 	 
	Section
    11.2. Notices	126
	 	 
	Section
    11.3. Payment of Costs and Expenses	127
	 	 
	Section
    11.4. Indemnification	128
	 	 
	Section
    11.5. Survival	129
	 	 
	Section
    11.6. Severability; Independence of Obligations	129
	 	 
	Section
    11.7. Headings	130
	 	 
	Section
    11.8. Execution in Counterparts	130
	 	 
	Section
    11.9. Third Party Rights	130
	 	 
	Section
    11.10. Successors and Assigns	130
	 	 
	Section
    11.11. Sale and Transfer of the Loan; Participations in the Loan	131
	 	 
	Section
    11.11.1. Assignments and transfers	131
	 	 
	Section
    11.11.2. Participations	135
	 	 
	Section
    11.11.3. Register	136
	 	 
	Section
    11.12. Other Transactions	136
	 	 
	Section
    11.13. Hermes Insurance Policy	136







     


     


    

 


	Section
    11.13.1. Terms of Hermes Insurance Policy	136
	 	 
	Section
    11.13.2. Obligations of the Borrower	137
	 	 
	Section
    11.13.3. Obligations of the Hermes Agent and the Lenders	138
	 	 
	Section
    11.14. Finnvera and FEC	139
	 	 
	Section
    11.14.1. Finnvera Guarantee and Second Finnvera Guarantee	139
	 	 
	Section
    11.14.2. Facility Agent and Finnvera dealings	140
	 	 
	Section
    11.15. FEC Transfer Documents	141
	 	 
	Section
    11.16. Application of proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee and the Hermes Insurance Policy	142
	 	 
	Section
    11.17. Waiver of immunity	143
	 	 
	Section
    11.18. Law and Jurisdiction	143
	 	 
	Section
    11.18.1. Governing Law	143
	 	 
	Section
    11.18.2. Jurisdiction	143
	 	 
	Section
    11.18.3. Alternative Jurisdiction	143
	 	 
	Section
    11.18.4. Service of Process	143
	 	 
	Section
    11.19. Confidentiality	144
	 	 
	Section
    11.20. Mitigation	145
	 	 
	Section
    11.21. Modification and/or Discontinuation of Benchmarks	146




     


     


    




 





	EXHIBIT A-1	Commitments of Original Lenders
	 	 
	EXHIBIT A-2	Form of Loan Request
	 	 
	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 for Lenders
	 	 
	EXHIBIT B-4	Form of Opinion of Finnish Counsel to Facility
    Agent for Lenders
	 	 
	EXHIBIT C	Form of Lender Assignment Agreement
	 	 
	EXHIBIT D-1	Finnvera Premium Pricing Grid for FEC Loan
	 	 
	EXHIBIT D-2	Finnvera Balancing Premium Pricing Grid for
    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	Principles
	 	 
	EXHIBIT J	Form of Information Package
	 	 
	EXHIBIT K	Form of First Priority Guarantee
	 	 
	EXHIBIT L	Form of Second Priority Guarantee
	 	 
	EXHIBIT M	Form of Third Priority Guarantee
	 	 
	EXHIBIT N	Form of Senior Parties Subordination Agreement
	 	 
	EXHIBIT O	Form of Other Senior Parties Subordination Agreement
	 	 
	EXHIBIT P	Framework
	 	 
	EXHIBIT Q	Debt Deferral Extension Regular Monitoring Requirements







     


     


    

 


	EXHIBIT R	Replacement Covenants with Effect from the Guarantee
    Release Date
	 	 
	EXHIBIT S	Silversea Liens and Indebtedness




 




     


     


    



AMENDED
AND RESTATED CREDIT AGREEMENT


 


ICON
1 HULL NO. 1400 CREDIT AGREEMENT, dated October 11, 2017 (the “Effective Date”) as amended and restated on July
3, 2018, as further amended on July 31, 2020, as further amended and restated pursuant to an agreement dated February 15,
2021 and as further amended and restated on 16 March , 2021 among:


 


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



 


		(2)	KfW
                                         IPEX-Bank GmbH, in its capacity as facility 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)	BNP
                                         Paribas Fortis SA/NV as Finnvera agent (in that capacity the “Finnvera Agent”);



 


		(5)	KfW
                                         IPEX-Bank GmbH as initial mandated lead arranger (in that capacity the “Initial
                                         Mandated Lead Arranger”);



 


		(6)	BNP
                                         Paribas Fortis SA/NV, HSBC Bank plc, HSBC Bank USA, National Association, Commerzbank
                                         AG, New York Branch and Banco Santander, S.A. as the other mandated lead arrangers (the
                                         “Other Mandated Lead Arrangers” and together with the Initial Mandated
                                         Lead Arranger the “Mandated Lead Arrangers”);



 


		(7)	Banco
                                         Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland, Bayerische Landesbank, New
                                         York Branch, DZ BANK AG, New York Branch, JPMorgan Chase Bank, N.A., London Branch and
                                         SMBC Bank International plc as lead arrangers; and



 


		(8)	KfW
IPEX-Bank GmbH (“KfW IPEX”), BNP Paribas Fortis SA/NV, HSBC Bank plc, Commerzbank AG, New York Branch, Banco
Santander, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland, Bayerische Landesbank, New York Branch, DZ
BANK AG, New York Branch, JPMorgan Chase Bank, N.A., London Branch and SMBC Bank International plc as original FEC lenders (in
that capacity the “Original FEC Lenders”), KfW IPEX, BNP Paribas Fortis SA/NV, HSBC Bank USA, National Association,
Commerzbank AG, New York Branch, Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Niederlassung Deutschland, Bayerische
Landesbank, New York Branch, DZ BANK AG, New York Branch, JPMorgan Chase Bank, N.A., London Branch and SMBC Bank International
plc as original Hermes lenders (in that capacity the “Original Hermes Lenders”) and KfW IPEX, BNP Paribas Fortis
SA/NV, HSBC Bank USA, National Association, Commerzbank AG, New York Branch, Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria,
S.A., Niederlassung Deutschland, Bayerische Landesbank, New York Branch, DZ BANK AG, New York Branch, JPMorgan Chase Bank, N.A.,
London Branch and SMBC Bank International plc as original Finnvera balancing lenders (in that 










    Page 1 


     


    


capacity
the “Original Finnvera Balancing Lenders” together with the Original FEC Lenders, the Original Hermes Lenders
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”). 


 


W
I T N E S S E T H


 


WHEREAS:


 


		(A)	The
                                         Borrower and Meyer Turku Oy, Finland (the “Builder”) have on 12 April
                                         2017 entered into a Contract for the Construction and Sale of ICON 1 Hull No. 1400 (as
                                         amended from time to time, the “Construction Contract”) pursuant to
                                         which the Builder has agreed to design, construct, equip, complete, sell and deliver
                                         the passenger cruise vessel bearing Builder’s ICON 1 hull number 1400 (the “Purchased
                                         Vessel”); and



 


		(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:



 


(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 agreed pursuant
to Article V of the Construction Contract (but which Contract Price shall not exceed for this purpose EUR1,650,000,000), plus


 


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


 


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


 


		(C)	The
                                         parties hereto have previously amended and restated this Agreement pursuant to an amendment
                                         agreement dated as of July 3, 2018 (the “Amendment Agreement”);



 


		(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 Two”) 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







    Page 2 


     


    




		(F)	Pursuant
                                         to an amendment agreement, dated 16 March, 2021 (the “Amendment Number Three”),
                                         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.


 


“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






    Page 3 


     


    

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 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. 






    Page 4 


     


    

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


 


“Amendment
Agreement” is defined in the preamble.


 


“Amendment
Closing Date” means the “Effective Date”, as that term is defined in the Amendment Agreement.


 


“Amendment
Number Three” 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:


 


(i)        with
respect to the FEC Loan, the percentage specified in the Pricing Grid set forth in Exhibit D-1 opposite the Senior Debt
Rating as of the Premium Measurement Date; and


 


(ii)       with
respect to the Finnvera Balancing Loan, the percentage specified in the Pricing Grid set forth in Exhibit D-2 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 for the FEC Financing and the FEC Financing Offer.


 


“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






    Page 5 


     


    

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 December 4, 2017
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 11.21.


 


“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.


 


“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 the 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). 






    Page 6 


     


    

“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, 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
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 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






    Page 7 


     


    




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


 


“CIRR”
means 2.76% per annum, being the Commercial Interest Reference Rate determined in accordance with the OECD Arrangement for Officially
Supported Export Credits to be applicable to the FEC Tranche A Loan.


 


“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 Letter.


 


“Commitment
Termination Date” means 4 June 2024.


 


“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. 






    Page 8 


     


    

“Covered
Taxes” is defined in Section 4.6.


 


“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 and, if applicable,
the Second Finnvera 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 Two) 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 Q 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:










    Page 9 


     


    




(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 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



    Page 10 


     


    




		(g)	vessel
                                         financings (including the financing of pre-delivery contract instalments, 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).



 


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,










    Page 11 


     


    

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.


 


“Early
Warning Monitoring Period” means the period beginning on the Amendment Effective Date (as defined in Amendment Number
Three) 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.


 


“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. 






    Page 12 


     


    

“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.


 


“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, 8 September 2023, 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. 






    Page 13 


     


    

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


 


“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 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 the FEC Transfer
Certificates.


 


“FEC
Financing Offer” means the offer by FEC to the Borrower in relation to the FEC Loan and the Fixed Rate dated 12 April
2017 as renewed from time to time.


 


“FEC
Lender” means an Original FEC Lender until the effective date of its FEC Transfer Certificate and, with effect from the
effective date of such FEC Transfer Certificate, FEC.


 


“FEC
Loan” means collectively the FEC Tranche A Loan and the FEC Tranche B Loan.


 


“FEC
Margin Lender” means any Original FEC Lender, any Assignee Lender and any Transferee Lender, in each case, excluding
FEC.


 


“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 Original
FEC Lenders and the Facility Agent in relation to the FEC Financing in the form set out in Exhibit G-1.


 


“FEC
Tranche A Commitment” means:


 


		(a)	for
                                         each of the Original FEC Lenders, the amount set opposite its name in Exhibit A-1 under
                                         the heading “FEC Tranche A Commitments” and the amount of any other Commitment
                                         in relation to the FEC Tranche A Commitment Amount transferred to it under this Agreement;
                                         and







    Page 14 


     


    




		(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 (a) the US Dollar equivalent
of EUR992,000,000 plus (b) the US Dollar equivalent of EUR26,794,290 being the amount of the Finnvera Premium payable with respect
to the FEC Tranche A Loan, in aggregate not exceeding the US Dollar equivalent of EUR1,018,794,290.


 


“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(d) or as set out in the FEC Conversion Floating Rate Certificate issued pursuant to Section 3.3.3(e).


 


“FEC
Tranche B Commitment” means:


 


		(a)	for
                                         each of the Original FEC Lenders, the amount set opposite its name in Exhibit A-1 under
                                         the heading “FEC Tranche B Commitments” and the amount of any other Commitment
                                         in relation to the FEC Tranche B Commitment Amount transferred to it under this Agreement;
                                         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. As of the Effective Date, the FEC Tranche B Commitment Amount is equal to (a) the US Dollar
equivalent of EUR168,000,000 plus (b) the US Dollar equivalent of EUR6,654,330 being the amount of the Finnvera Premium payable
with respect to the FEC Tranche B Loan plus (c) the part of the Finnvera Premium payable with respect to the FEC Tranche A Loan
not covered under the FEC Tranche A Loan, up to the US






    Page 15 


     


    

Dollar
equivalent of EUR12,497,944, in aggregate not exceeding the US Dollar equivalent of EUR187,152,274.








 


“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 each Original FEC Lender in favour of FEC and pursuant
to which all of the FEC Tranche Commitments and other rights and obligations of such Original 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 each 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 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 Finnvera Agent, the Mandated Lead Arrangers, the Lenders 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 Mandated Lead Arrangers, the Facility Agent, the Guarantee Holder, the Hermes Agent and
the Finnvera Agent.


 


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






    Page 16 


     


    

“Finnish
Authority” means each of FEC and Finnvera.


 


“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
each of the Original Finnvera Balancing Lenders, the amount set opposite its name in Exhibit A-1 under the heading “Finnvera
Balancing Commitments” and the amount of any other Commitment in relation to the Finnvera Balancing Commitment transferred
to it under this Agreement; 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. As of the Effective Date, the Finnvera Balancing Commitment Amount is equal to zero plus any
Finnvera Balancing Premium that may become payable with respect to the Finnvera Balancing Loan.


 


“Finnvera
Balancing Lenders” means the Original Finnvera Balancing Lenders 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 3.5.5.


 


“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-1. 






    Page 17 


     


    

“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 3.5.4.


 


“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.


 


“First
Priority Assets” means the Vessels known on the date Amendment Number Two 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 Two) (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 K. 






    Page 18 


     


    

“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 Amendment Number Two (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 Two (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.


 


“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:







    Page 19 


     


    



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 a rate per annum equal to the sum of the CIRR plus the Fixed Rate Margin.


 


“Fixed
Rate Loan” means the FEC Tranche A Loan bearing interest at the Fixed Rate.


 


“Fixed
Rate Margin” means the aggregate of (i) 0.75% per annum (payable to FEC) and (ii) 0.05% per annum (payable to the FEC
Margin Lenders).


 


“Fixed
Rate Provider” means FEC in its capacity as the provider of the Fixed Rate.


 


“Floating
Rate” means a rate per annum equal to the sum of the LIBO Rate plus the applicable Floating Rate Margin save in the case
of 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)a.


 


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


 


“Floating
Rate Margin” means (a) in respect of the FEC Tranche B Loan the aggregate of: (i) 1.05% per annum (payable to FEC) and
(ii) 0.05% per annum (payable to the FEC Margin Lenders) and (b) in respect of each of (x) the Hermes Loan and (y) if applicable,
the Finnvera Balancing Loan: 1.15% per annum.


 


“Framework”
means the document titled “Debt Deferral Extension Framework” in the form set out in Exhibit P 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. 






    Page 20 


     


    

“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 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 (for the benefit of the Original FEC Lenders or FEC and, if applicable the Original Finnvera Balancing
Lenders from time to time) being the person in whose favour (i) the Finnvera Guarantee shall be issued for the benefit of the
Original FEC Lenders and, following the execution of each FEC Transfer Certificate, FEC and (ii) the Second Finnvera Guarantee,
if applicable, shall be issued for the benefit of the Original Finnvera Balancing Lenders and, subject to approval from Finnvera
following any assignment or transfer of the Finnvera Balancing Commitment, the Finnvera Balancing Lenders.


 


“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 R. 






    Page 21 


     


    

“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
                                         each of the Original Hermes Lenders, the amount set opposite its name in Exhibit A-1
                                         under the heading “Hermes Commitments” and the amount of any other Commitment
                                         in relation to the Hermes Commitment Amount transferred to it under this Agreement; 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.


 


“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). 






    Page 22 


     


    

“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 Original Hermes Lenders 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.


 


“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










    Page 23 


     


    







		 	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 CIRR 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.


 


“KfW
IPEX” means KfW IPEX-Bank GmbH.


 


“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.


 


“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







    Page 24 


     


    




		(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 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, FEC Tranche B Loan, Hermes Loan and 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 Agreement, Amendment Number Two, Amendment Number Three, 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 the loan request and certificate duly executed by an Authorised Officer of the Borrower, substantially
in the form of Exhibit A-2 hereto. 






    Page 25 


     


    

“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:



 


		(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).



 


“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 Two.


 


“Material
Litigation” is defined in Section 6.7.


 


“Maximum
Balancing Amount” means, at any time, the lesser of (a) 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 



    Page 26 


     


    

2.4(a)
and (b) the US Dollar equivalent of EUR160,000,000 less 5% of the aggregate Commitments of the Lenders under this Agreement.








 


“Mitigation
Period” is defined in Section 11.20(a).


 


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


 


		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 Capital 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 






    Page 27 


     


    

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:


 


		(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 Two, 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. 






    Page 28 


     


    

“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 EUR300,000,000 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.


 


“Obligors”
means the Borrower and the Guarantors.


 


“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. 


 


“Original
Lender” means each of the financial institutions listed in Exhibit A-1 as an Original FEC Lender, Original Hermes Lender
or Original Finnvera Balancing Lender.


 


“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 Two (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. 






    Page 29 


     


    

“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 or in the
applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to Section 4.9 or pursuant
to Lender Assignment Agreement(s) executed by such Lender and its 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 Disbursement Date.


 


“Prepayment
Event” is defined in Section 9.1.


 


“Principles”
means the document titled “Cruise Debt Holiday Principles” and dated March 26, 2020 in the form of Exhibit I 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 


     


    

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


 


“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 4.10.1.


 


“Recovering
Lender” is defined Section 4.10.1.


 


“Redistributed
Amount” is defined Section 4.10.4.


 


“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.


 


“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;







    Page 31 


     


    




		(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, 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







    Page 32 


     


    




		(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 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: 






    Page 33 


     


    







(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.


 


“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.


 


“Second
Priority Assets” means the Vessels known on the date Amendment Number Two 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 Two) (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 L.


 


“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






    Page 34 


     


    

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 Two (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 Two (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.


 


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






    Page 35 


     


    

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 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 Finnvera
Balancing Premium, as applicable, will be set in accordance with Level 4 of the relevant 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 Two; 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.


 


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


 


“Sharing
Lenders” is defined in Section 4.10.2.


 


“Sharing
Payment” is defined in Section 4.10.1.


 


“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






    Page 36 


     


    

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.


 


“Third
Priority Assets” means the Vessels known on the date Amendment Number Two 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 Two) (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 M.


 


“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.


 


“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 Two (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 Two (being, in aggregate, $1,700,000,000):



    Page 37 


     


    







		(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” has the meaning given to it in 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.


 


“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 










    Page 38 


     


    







		 	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 ten (10) Business Days prior to the service of the Loan Request. 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.


 


“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






    Page 39 


     


    


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 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 on the Amendment Closing Date (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 following the Amendment Closing Date that would otherwise
require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.



    Page 40 


     


    



Section
1.5. 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 1.5:


 


"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.



    Page 41 


     


    



"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



 


		(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 







    Page 42 


     


    





			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.


 


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.



    Page 43 


     


    




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 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 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 and provided that any such reduction
                                         shall not result in the Hermes Commitment at any time being less than 5% of the amount
                                         of the total Commitments, (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 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) 







    Page 44 


     


    



			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) and 2.2(d) below, each voluntary reduction in Commitments
                                         pursuant to this Section 2.2 shall be without premium or penalty.



 


		(c)	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 to less than the US
                                         Dollar equivalent of EUR1,018,794,290, the Borrower shall pay such Break Costs as required
                                         by, and in accordance with, Section 4.4.



 


		(d)	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.



 


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 and the Finnvera Balancing
                                         Premium subject to and in 

















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			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 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 reduce by the Eligible German Content Amount which is confirmed at that time provided that the Facility Agent has
received from the Builder (in satisfactory form) the relevant Hermes Documentary Requirements for such Eligible German Content
Amount. Following each German Content Review Date the Facility Agent shall calculate and confirm to the Borrower in writing the
Maximum Balancing Amount then available in accordance with this Agreement which amount cannot be increased following each such
confirmation.



 


		(b)	At
                                         any time up to 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)). Any such written notice shall be
                                         accompanied by a letter from the 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 plus the Finnvera Balancing Premium provided that in each
                                         case, the Hermes Commitment Amount shall at all times be equal to or greater than 5%
                                         of the aggregate Commitments of the Lenders under this Agreement.



 


		(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 







    Page 46 


     


    



			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 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, the Disbursement Date being two (2) Business Days prior to the Expected Delivery
                                         Date (the "Loan Request Date"). The Loan Request shall indicate the
                                         amount of each of the FEC Tranche A Loan, FEC Tranche B Loan, Hermes Loan and 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 and shall not be less than 5% of the aggregate amount of the Loan;



 


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






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



 


		(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, Hermes Loan and,
                                         if applicable, 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 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, Finnvera Balancing Loan financing
                                         the balance of the final instalment.






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		(ii)	on
                                         the Disbursement Date, in Dollars to Finnvera in payment of (a) the Finnvera Premium;
                                         and (b) if applicable, the Finnvera Balancing Premium provided that the relevant portion
                                         of the FEC Tranche A Loan and/or 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 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 
























    Page 49 


     


    

			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 and provided that such pro rata application across the Loan shall not result in the Hermes
Loan being less than 5% of the amount of the 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 the 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 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; and






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		(iii)	any
                                         voluntary prepayment shall not result in the Hermes Loan being less than 5% of the amount
                                         of the Loan at any time.



 


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, Hermes Loan and/or Finnvera Balancing Loan, (ii) for a Lender
                                         to make or hold its portion of the FEC Loan, Hermes Loan and/or Finnvera Balancing Loan
                                         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 and (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); 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 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.






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		(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 and (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); 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 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.


 


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 Fixed Rate;






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		(ii)	on
                                         the FEC Tranche B Loan, Hermes Loan and the Finnvera Balancing Loan, at the applicable
                                         Floating Rate,



 


subject
to any conversion of the FEC Tranche A Loan to a Floating Rate Loan in accordance with Section 3.3.3 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. Interest calculated at the Fixed Rate, the relevant Floating Rate or the FEC Tranche A Floating
Rate shall be payable semi-annually in arrears on each Repayment Date. The Floating Rate 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 Floating Rate Loan for such Interest Period. All interest shall be calculated
on the basis of the actual number of days elapsed over a year comprised of 360 days.


 


		(b)	In
                                         relation to interest accruing on the FEC Loan it is agreed that interest shall accrue
                                         at the rates specified in Section 3.3.1(a) above and that a portion of the interest which
                                         has accrued at a rate equal to 0.05% per annum shall be paid to the Facility Agent for
                                         the account of each of the FEC Margin Lenders and the remainder of such interest shall
                                         be paid to the Facility Agent for the account of FEC.



 


Section
3.3.2. Conversion to FEC Tranche A Floating
Rate


 


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 Fixed 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.


 


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 payable at the Fixed Rate, FEC will have the right to effect an FEC Conversion
                                         with respect to the FEC Tranche A Loan (if it has been 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   







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			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 Fixed 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 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
                                         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 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.









 


		(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 



















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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 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 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 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 (a) in the case of any principal amount of a Fixed Rate Loan, the sum of the
Fixed Rate plus 2% per annum, (b) in the case of any principal amount bearing interest at the FEC Tranche A Floating Rate, the
sum of the FEC Tranche A Floating Rate plus 2% per annum or (c) in the case of any principal amount of the FEC Tranche B Loan,
the sum of the Floating Rate applicable to such FEC Tranche B Loan plus 2% per annum or (d) in the case of any principal amount



    Page 55 


     


    




of
the Hermes Loan or the Finnvera Balancing Loan or any other amount representing a monetary Obligation, the sum of the Floating
Rate applicable to such Hermes Loan and Finnvera Balancing Loan plus 2% 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 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 the commitment fees on the dates and in the amounts
set out in a Fee Letter.



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Section
3.5. Fees


 


Section
3.5.1. Syndication Fee


 


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


 


Section
3.5.2. [Intentionally left blank]


 


Section
3.5.3. 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
3.5.4. Finnvera Premium


 


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.


 


Section
3.5.5. Finnvera Balancing Premium


 


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
3.5.6. 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. Other Fees


 


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


 






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



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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 (iii) the Hermes Loan and/or (iv) if applicable, the Finnvera Balancing Loan based on the LIBO
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 (iii) Hermes Loan and/or (iv) 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, Hermes Loan and/or 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 (iii) Hermes Loan
and/or (iv) 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, the Hermes Loan and, if applicable, the Finnvera Balancing Loan or the FEC Tranche A 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 the 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,



 


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 the 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) and 4.2(c), 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



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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.


 









In
the event that the circumstances described in Section 4.2(b) and Section 4.2(c) 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 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 (other than a change in taxation on the overall net
                                         income of any Lender) 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 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 (provided that such Lender 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 any other condition affecting its portion of the Loan or any part thereof,






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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 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 hereunder, then and in any such case if such increase or reduction in the opinion of such
Lender materially affects the interests of such Lender, (A) such Lender 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 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, be otherwise disadvantageous to such Lender and (B) the Borrower shall forthwith upon such demand pay to the Facility
Agent for the account of such Lender such amount as is necessary to compensate such Lender 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 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 jurisdiction of organisation or in the relevant jurisdiction in
which such Lender does business. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to
the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such
Lender'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 notifies the Borrower of the circumstance giving
rise to such cost or reductions and of such Lender'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



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FEC Conversion or (iii) FEC exercises its right to effect an FEC Reassignment, in each case, as a result of:


 


		(a)	if
                                         at the time interest is calculated at the Floating Rate or, if applicable, the FEC Tranche
                                         A Floating Rate on such Lender's portion of the Loan, any conversion or repayment or
                                         prepayment or acceleration of the principal amount of such Lender's portion of the 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 prepayment pursuant to Section 3.2.2(c), or any
                                         repayment 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 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 the Loan, other than any repayment made on the date scheduled for such repayment
                                         (in each case, including 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 repayment pursuant to Section 9.1.11, by reason
                                         of a Non-Borrower Related Change in Law);



 


		(c)	a
                                         voluntary reduction of the FEC Tranche A Commitment below EUR1,018,794,290;



 


		(d)	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;



 


		(e)	any
                                         prepayment of the Loan by the Borrower pursuant to Section 4.12 or Section 9.2; or



 


		(f)	the
                                         FEC Tranche A Loan not being advanced on or before the Commitment Termination Date,









 


(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 Floating Rate or, if applicable, the FEC Tranche
                                         A Floating Rate on such Lender's portion of the 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:













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		(i)	interest
                                         calculated at the 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 Loan subject to such
                                         Funding Losses Event for the period from the date of receipt of any part of its share
                                         in the 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 Fixed 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 the Fixed Rate Provider) for the account of FEC, in its capacity as
                                         the Fixed Rate Provider, the amount (if any) in Dollars determined by FEC, as 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 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 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, 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.






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(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
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 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



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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 an 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.



 


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



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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 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



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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. [Intentionally left blank] 


 


Section
4.8. 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)	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.






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Section
4.9. 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 ratable 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) acceptable to Hermes in the case of a Hermes Lender and (III) acceptable to Finnvera in
the case of an FEC Lender or 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 this Agreement
and (y) no Lender shall be obliged to make any such assignment or transfer pursuant to this Section 4.9 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
4.10. Sharing of Payments


 


Section
4.10.1. Payments to Lenders


 


If
a Lender (a "Recovering Lender") receives or recovers any amount from an Obligor other than in accordance with
Section 4.8 (Payments, Computations, etc.) (a "Recovered Amount") and applies that amount to a payment due under
the Loan Documents then:



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		(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 4.8,
                                         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
4.10.2. 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 4.8 of this Agreement towards
the obligations of the Borrower to the Sharing Lenders.


 


Section
4.10.3. Recovering Lender's rights


 


On
a distribution by the Facility Agent under Section 4.10.2 of a payment received by a Recovering Lender from the relevant Obligor,
solely as between that 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.


 


Section
4.10.4. 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.






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Section
4.10.5. Exceptions


 


		(a)	This
                                         Section 4.10 shall not apply to the extent that the Recovering Lender would not, after
                                         making any payment pursuant to this Section 4.10, 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
4.11. 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 4.10. 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.


 


Section
4.12. 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 



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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 Vessel does not occur on or before 4 June 2024, the proceeds
in the Pledged Accounts shall be applied as a prepayment against the Loan in accordance with Section 9.2.


 


Section 4.13. 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.


 


Section
4.14. 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



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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 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






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		(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
4.15. 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 4.14 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 4.14 indicates that the Facility Agent will not be (or will have
ceased to be) a FATCA Exempt Party; or


 


(c)       the
Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have cease]d 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



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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:


 


		(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;






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		(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, covering the matters set forth in Exhibit B-3 hereto;



 


		(e)	DLA
                                         Piper Finland Oy, counsel to the Facility Agent for the benefit of the Lenders, as to
                                         Finnish law, covering the matters set forth in Exhibit B-4 hereto including, among others,
                                         the validity and enforceability of the Second Finnvera Guarantee;



 


		(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 90 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 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 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 FEC 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.



 


		(c)	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.






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		(d)	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 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 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;



 


		(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;






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		(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).


 






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



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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.



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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:


 


		(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,



    Page 79 


     


    




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.


 


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.



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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;



 


		(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;






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		(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;



 


		(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 Three), 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 



















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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 Three) 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;



 


		(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







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Borrower))
as required to be published pursuant to the letter of the Borrower issued pursuant to Amendment Number Three,


 


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);



 


		(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






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		(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.


 


		(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



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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 Original Lenders shall allow representatives of the Finnish Ministry to visit
                                         their offices for this purpose.



 


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 or, 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



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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.


 






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:



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		(a)	the
                                         Borrower shall enter into similar debt deferral, covenant amendment and replacement and
                                         mandatory prepayment arrangements to those contemplated by Amendment Number Three 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).









 


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



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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



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and performed in full, the Borrower will perform the obligations set forth in this Section 7.2.


 






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 R 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) 10.0% 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



 


		(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 S hereto.









 


Section
7.2.3. Liens 


 


Until
the occurrence of the Guarantee Release Date (whereupon Section 7.2.2 of Exhibit R 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:



    Page 90 


     


    









		(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) 10.0% 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 














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			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;



 


		(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;






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		(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;


 


		(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 S,



 


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



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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.


 


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 Three, 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 Three) 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 Two, 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);



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(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:


 


		(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 Two (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 Two; or






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		(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



 


		(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 







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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



 


		(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 Two (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 







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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 Two.


 


		(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 Two (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) Third Priority
Assets or other assets owned by another Third Priority Guarantor immediately prior to acquisition) 












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acquired
by any Third Priority Guarantor after the effectiveness of Amendment Number Two; 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 N or Exhibit O 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




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		 	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:



 


(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:






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(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


 


(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 R (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




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		(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


 


(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




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		 	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.


 


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));



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(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



 


		(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




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		 	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


 


		(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 R 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 R, 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 or purport to require performance by a Guarantor or any Subsidiary of the
Borrower, the Borrower shall procure the performance of that obligation by such Guarantor or Subsidiary.



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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 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.


 


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 R), 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






    Page 107 


     


    









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.


 



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:



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		(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



 


		(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



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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 (with the approval 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.


 


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.



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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 4.12 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:


 


		(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




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		(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
                                         relevant Transferring Lender 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 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 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 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.



 


		(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




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		 	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 three (3) months, in each case, so long as (a) such failure, termination, cancellation, invalidity or suspension
is not due to any 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 30 days after such failure, termination, cancellation
or invalidity or the end of such three (3) month suspension period, as the case may be.


 


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 (I) or
(II) 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;




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		(f)	a
                                         Group Member enters into a Restricted Loan Arrangement; and/or



 


		(g)	a
                                         Group Member makes a Restricted Voluntary Prepayment.



 


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/or 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") unless the Affected Lender is a Hermes Lender
                                         and any such prepayment of that Hermes Lender's portion of the Loan would result in the
                                         Hermes Loan being less than 5% of the Loan outstanding at any time in which event the
                                         Borrower shall prepay that portion of the Loan required in order to ensure the Hermes
                                         Loan is not less than 5% of the aggregate Loans together with interest and all other
                                         Obligations as provided by clause (i) above;



 





		(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









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		 	(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



 


		(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



    Page 117 


     


    






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.





 


Article
X

THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS


 


Section
10.1. Actions 


 


Each
Lender hereby appoints KfW IPEX, as Facility Agent and as Hermes Agent, as its agent under and for purposes of this Agreement
and each other Loan Document (for purposes of this Article X, the Facility Agent and the Hermes Agent are referred to collectively
as the "Agents"). Each Lender authorises the Agents to act on behalf of such Lender under this Agreement and
each other Loan Document and, in the absence of other written instructions from the Majority Lenders 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. Neither Agent
shall be obliged to act on the instructions of any Lender or the Majority Lenders if to do so would, in the opinion of such Agent,
be contrary to any provision of this Agreement or any other Loan Document 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, the Hermes Insurance Policy or the Second Finnvera Guarantee (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) shall indemnify (which indemnity shall survive any termination of this Agreement) each Agent, pro rata
according to such Lender's Percentage, 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 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 ratable 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 




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Section applies whether any such
investigation, litigation or proceeding is brought by any Agent, any Lender or a third party. Neither 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 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 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 


 


Neither
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 



    Page 119 


     


    

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 and all Lenders, 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 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 shall, subject to the consent of the Borrower unless an Event or 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 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, 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.




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If
a Lender acting as the Facility Agent assigns its Loan to one of its Affiliates, 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.


 


Section
10.7. Credit Decisions 


 


Each
Lender acknowledges that it has, independently of each Agent and each other Lender, and based on such Lender'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 such other documents, information and investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitment. Each Lender also acknowledges that it will, independently of each Agent and each other Lender,
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 



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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 unless and until such Agent has received from
the Lenders 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.


 


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.



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Section
10.12. Distribution of Payments 


 


The
Facility Agent shall pay promptly to the order of each Lender that Lender's Percentage of every sum of money received by the Facility
Agent pursuant to this Agreement or the other Loan Documents (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) and until so paid such amount shall be held
by the Facility Agent on trust absolutely for that Lender.


 


Section
10.13. Reimbursement 


 


The
Facility Agent shall have no liability to pay any sum to a Lender 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 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 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 or of the
Majority Lenders (as the case may be) each of the Lenders 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
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 does not provide such Agent with instructions within that period, that Lender 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 or the Majority Lenders 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 under or
in connection with this Agreement or any of the other Loan Documents. In that event, such Agent will notify the Lenders of the
action taken by it as soon as reasonably practicable, and the Lenders agree to ratify any action taken by the Facility Agent pursuant
to this Section 10.14.



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Section
10.15. Payments 


 


All
amounts payable to a Lender under this Section 10 shall be paid to such account at such bank as that Lender may from time to time
direct in writing to the Facility Agent.


 


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,
the FEC Transfer Certificates, 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. Mandated Lead Arrangers 


 


(A)       No
Mandated Lead Arranger has any 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 a Mandated Lead Arranger as a trustee or fiduciary of any other person.


 


(C)       No
Mandated Lead Arranger shall 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 the Borrower and the Majority Lenders (acting with the consent of
                                         Finnvera and Hermes in respect of any material amendment, modification or waiver); provided
                                         that no such amendment, modification or waiver which would:







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		(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;



 


		(b)	modify
                                         this Section 11.1 or change the definition of "Majority Lenders" shall be made
                                         without the consent of each Lender;



 


		(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 shall be made without the consent
                                         of such Lender;



 


		(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, Hermes, Finnvera or group of
                                         Lenders from that Lender, Hermes, Finnvera or group of Lenders) 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 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 will be binding on the
                                         relevant Lenders or all the Lenders (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.



 


		(D)	No
                                         failure or delay on the part of the Facility Agent or any Lender 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 Facility Agent or any Lender under
                                         this Agreement or any other







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		 	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
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).




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		(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 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, FEC, Finnvera and Hermes (including the
reasonable fees and out-of-pocket expenses of primary counsel to the Facility Agent and Lenders (except FEC), and of local
counsel, if any, who may be retained by counsel to the Facility Agent and, in the case of FEC, primary counsel retained by
FEC with the Borrower's prior approval in connection with the initial syndication of the Loan) in connection with 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 Documents 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 



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with (x) the negotiation of any restructuring or
 "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.


 


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 



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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 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 



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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 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 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
                                         except that each of Finnvera and Hermes may enforce and enjoy any rights specifically
                                         conferred upon Finnvera or Hermes pursuant to this Agreement.



 


		(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) 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




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		(b)	the
                                         rights of sale, assignment and transfer of the Lenders are subject to Section 11.11.



 


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.


 


Section
11.11.1. Assignments and transfers 


 


(A)
(i) 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 be reasonably acceptable to (1) Hermes (in relation to the Hermes Loan) and (2) Finnvera
(in relation to the FEC Loan and, if applicable, the Finnvera Balancing Loan).


 


(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 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 such Lender as an Original
FEC Lender to FEC under an FEC Transfer Certificate or by FEC to such Lender as an Original FEC Lender) 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 Finnvera)
shall be reasonably acceptable to (1) the Facility Agent and (2) Finnvera (in relation to the FEC Loan and, if applicable, the
Finnvera Balancing Loan and (3) Hermes (in relation to the Hermes Loan).


 


(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 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.



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(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 the Facility Agent and the Facility
Agent has obtained a prior written consent from the Finnish Authorities and Hermes.


 


(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 Certificate as set
                                         out in (B) below, accepted by the Facility Agent;



 


		(c)	the
                                         Facility Agent on behalf of FEC shall have received the Additional FEC Transfer Documents
                                         where required; 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, (x) the Assignee Lender or Transferee Lender thereunder shall be 



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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.


 


		(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.




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		(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 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 Original Lenders
                                         to FEC on the Effective Date, 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 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.




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		(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 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 




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		 	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
11.12. 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 2.79% of the aggregate principal amount of the Hermes Loan as at
                                         the Actual Delivery Date.



 


		(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;




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		(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).



 


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.




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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



 


		(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 continues in full force
                                         and effect and shall indemnify and hold harmless each other Lender in the event that
                                         the Hermes




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		 	Insurance Policy 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 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 and/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 prepaid.



 


		(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 




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		 	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 the (i) 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 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 3.5.4 and Section 3.5.5 respectively
                                         and shall be paid to Finnvera from the proceeds of the FEC Loan and, if applicable, 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 Loan and (ii) if applicable, the Original 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 and Finnvera dealings


 


		(a)	The
                                         parties to this Agreement agree that the Facility Agent 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 which would alter the rights and/or obligations of
                                         any Finance Party or the Borrower as set out in this Agreement.




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		(b)	Subject
                                         to any provision of the FEC Transfer Documents to the contrary, the Facility Agent 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)	The
                                         Facility Agent 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 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
                                         Original FEC Lenders have entered into or will enter into (as applicable) the FEC Transfer
                                         Documents pursuant to which the Original FEC Lenders will, amongst other things, assign
                                         and transfer their respective rights and obligations under this Agreement to FEC; 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 







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		 	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 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, the Finnvera Guarantee, or, if applicable, the Second Finnvera Guarantee.



 


		(d)	The
                                         FEC Transfer Documents 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 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).




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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 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.



    Page 143 


     


    



Section
11.19. Confidentiality 


 


Each
of the Facility Agent and the Lenders 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, 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 or any of their respective Affiliates is subject or in
connection with an examination of the Facility Agent, such Lender 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 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 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 independent auditors, counsel, and any other professional advisors of
the Facility Agent or such Lender 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 and
the Lenders hereunder; (H) as to the Facility Agent, any Lender 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 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 and the Lenders
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 and the
Lenders shall be responsible for any breach 



    Page 144 


     


    

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 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




    Page 145 


     


    



		 	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. 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 p.m., 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 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




    Page 146 


     


    



		 	average
of the rates notified to the Facility Agent by each Lender five 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.



 


IN
WITNESS WHEREOF, the parties hereto have caused this ICON 1 Hull No. 1400 Credit Agreement to be executed by their respective
officers thereunto duly authorised as of the day and year first above written.


 





	 	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







    Page 147


     


    



	 	KFW
    IPEX-BANK GMBH, as Facility
	 	Agent,
    Documentation Agent, Hermes
	 	Agent,
    Initial Mandated Lead Arranger and
	 	Original
    Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    Palmengartenstrasse 5-9
	 	D-60325
    Frankfurt am Main
	 	Germany
	 	Facsimile
    No.: +49 (69) 7431 3768
	 	Email:
    andre.mutter@kfw.de
	 	Attention:
    Maritime Industries
	 	With
    a copy to: Credit Operations
	 	Facsimile
    No.: +49 (69) 7431 2944
	 	 
	 	BNP
    PARIBAS FORTIS SA/NV, as
	 	Finnvera
    Agent, Other Mandated Lead
	 	Arranger
    and Original Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    3, Montagne du Parc 3/ 1KA1D
	 	1000
    Brussels, Belgium
	 	Facsimile
    No.: +32 2 565 34 04 / +32 2 565
	 	3403
	 	Email:
	 	lindsay.margraff@bnpparibasfortis.com
	 	geert.sterck@bnpparibasfortis.com
	 	sf.bo.servicing.cb@bnpparibasfortis.com
	 	Attention:
    Lindsay Margraff / Geert Sterck
	 	With
    a copy to:
	 	bruxelles_bo_export_project_finance.cib@bnpparibasfortis.com









    Page 148


     


    



	 	HSBC
    BANK PLC, as Other Mandated
	 	Lead
    Arranger and Original Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    Export and Asset Finance, Level 2,
	 	8
    Canada Square, London E14 5HQ, United
	 	Kingdom
	 	Email:
    gaurav.anand.kanade@hsbc.co.in
	 	Attention:
    Gaurav Anand Kanade
	 	 
	 	With
    a copy to:
	 	Email:
    graham.d.meek@hsbc.com
	 	Attention:
    Graham Meek
	 	 
	 	HSBC
    BANK USA, National Association,
	 	as
    Other Mandated Lead Arranger and
	 	Original
    Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    452 Fifth Avenue, 5th Floor
	 	New
    York, NY 10018
	 	 
	 	Facsimile
    No.: N/A
	 	Email:
    CTLANY.LoanAdmin@us.hsbc.com
	 	Attention:
    CTLA Loan Admin
	 	 
	 	With
    a copy to:
	 	Email:
    	karun.chopra@us.hsbc.com
	 	 	 	sam.lippitt@us.hsbc.com
	 	 	 	renato.santos@us.hsbc.com









    Page 149


     


    



	 	COMMERZBANK
    AG, New York Branch,
	 	as
    Other Mandated Lead Arranger and
	 	Original
    Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    225 Liberty Street, 32nd Floor
	 	New
    York, NY 10281-1050, USA
	 	Email:
    	Pedro.Bell@commerzbank.com
	 	 	 	Christina.Serrano@commerzbank.com
	 	Attention:
    Pedro Bell / Christina Serrano
	 	With
    a copy to: Export & Agency Finance
	 	Attention:
    Klaus-Dieter Schmedding / Dana
	 	Novotny
	 	Facsimile
    No.: +49 69 1362 3742
	 	Email:
    Klaus-
	 	Dieter.	Schmedding@commerzbank.com
	 	 	 	Dana.Novotny@commerzbank.com
	 	 
	 	BANCO
    SANTANDER, S.A., as Other
	 	Mandated
    Lead Arranger and Original
	 	Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    Paseo de Pereda 9-12
	 	39004,
    Santander (Cantabria), Spain
	 	Facsimile
    No.: +34 91 289 179 /
	 	+34
    91 289 10 280
	 	Email:
    	vaberrio@gruposantander.com
	 	 	 	anasanz@gruposantander.com










    Page 150


     


    



	 	Attention:
    Vanessa Berrio / Ana Sanz
	 	Gomez
	 	 
	 	Banco
    Santander, S.A. (Global Corporate
	 	Banking)
	 	Global
    Trade & Continental Europe Middle
	 	Office
	 	Ciudad
    Grupo Santander
	 	Edificio
    Encinar ground floor
	 	28660
    Boadilla del Monte
	 	(Madrid)
    Spain
	 	 
	 	BANCO
    BILBAO VIZCAYA
	 	ARGENTARIA,
    S.A., Niederlassung
	 	Deutschland,
    as lead arranger and Original
	 	Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    Neue Mainzer Strasse 28
	 	60311
    Frankfurt am Main, Germany
	 	Email:
    	Richard.heiler@bbva.com
	 	 	 	maria.zotes@bbva.com
	 	Attention:
    Richard Heiler / María Zotes







    Page 151


     


    





	 	BAYERISCHE
    LANDESBANK, New York
	 	Branch,
    as lead arranger and Original
	 	Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    560 Lexington Avenue
	 	New
    York, NY 10022, USA
	 	Facsimile
    No.: +1-212-310-9841
	 	Email:
    akjoller@bayernlbny.com
	 	Attention:
    Andrew Kjoller
	 	With
    a copy to:
	 	creditcompliance@bayernlbny.com
	 	loanoperations@bayernlbny.com
	 	Facsimile
    No.: +1-212 310 9930
	 	 
	 	DZ
    BANK AG, New York Branch, as lead
	 	arranger
    and Original Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    c/o DZ BANK AG, 100 Park
	 	Avenue,
    Floor 13 New York, NY 10017,
	 	USA
	 	Facsimile
    No.: +49 69 7447 99346
	 	Email:
    andreas.estelmann@dzbank.de
	 	Attention:
    Andreas Estelmann







    Page 152


     


    



	 	JPMORGAN
    CHASE BANK, N.A.,
	 	London
    Branch, as lead arranger and
	 	Original
    Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    25 Bank Street, Canary Wharf,
	 	London
    E14 5JP, United Kingdom
	 	Email:
    lindsay.j.cane@jpmchase.com
	 	Attention:
    Lindsay Cane
	 	With
    a copy to:
	 	tsd.export.finance.emea@jpmchase.com
	 	francois.turpault@jpmorgan.com
	 	aida.topcagic@jpmchase.com
	 	chiara.w.carter@jpmorgan.com







    Page 153


     


    



	 	SMBC
    BANK INTERNATIONAL PLC, as
	 	lead
    arranger and Original Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	Address:
    99 Queen Victoria Street,
	 	London
    EC4V 4EH, United Kingdom
	 	Facsimile
    No.: +33 1 44 90 48 01
	 	Email:
    	cedric_leduigou@fr.smbcgroup.com
	 	 	 	helene_ly@fr.smbcgroup.com
	 	corvin_boehme@de.smbcgroup.com
	 	 	 	paul_hodgson-
	 	jones@gb.smbcgroup.com
	 	 
	 	Attention:
    Cedric Le Duigou / Helene Ly /
	 	Corvin
    Bohme / Paul Hodgson-Jones









    Page 154


     


    



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	2.63%	2.88%	3.15%	3.46%	3.81%	4.20%	4.63%	5.65%	6.99%




    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 Additional
                                         ECA Premium is not refundable.







    2 


     


    

Debt
Deferral Extension Framework” for ECA-backed export financings


 


		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
R


 


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;






    1 


     


    



		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

Silversea Liens and Indebtedness


 


	SECTION
                                         1: Existing Indebtedness of Silversea

         

        (a)        
         The obligations of Silversea or its Subsidiaries in connection with those certain Bareboat Charterparties with respect
        to (i) the vessel SILVER EXPLORER dated July 22, 2011 between Silversea Cruises Ltd. and Hammonia Adventure and Cruise
        Shipping Company Ltd. and (ii) the vessel SILVER WHISPER dated March 15, 2012 between Whisper S.p.A. and various lessors,
        and the replacement, extension, renewal or amendment of each of the foregoing without increase in the amount or change
        in any direct or contingent obligor of such obligations, (the “Existing Silversea Leases”);

         

        (b)                 Indebtedness arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702
        Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time; and

         

        (c)     
             Indebtedness secured by Liens of the type described in Section 2 of this Exhibit.

         

        SECTION
        2: Existing Liens of Silversea

         

        (a)     
            Liens securing the $620,000,000 in principal amount of 7.25% senior secured notes due 2025 issued by Silversea Cruise
        Finance Ltd. pursuant that certain Indenture dated as of January 30, 2017;

         

        (b)     
            Liens on the vessels SILVER WHISPER and SILVER EXPLORER (the “Silversea Vessels”) existing as of
        the Effective Date and securing the Existing Silversea Leases (and any Lien on a Silversea Vessel securing any refinancing
        of the Existing Silversea Leases, so long as such Silversea Vessel was subject to a Lien securing the Indebtedness being
        refinanced immediately prior to such refinancing); 

         

        (c)         
         Liens on the vessel with Hull 6280 built or being built at Fincantieri S.p.A. and arising pursuant to that certain
        Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such
        agreement may be amended from time to time (and any Lien on such vessel securing any refinancing of such bareboat charterparty);
        and

         

        (d)        
         Liens securing Indebtedness of the type described in Section 1 of this Exhibit.

         





    20 


     


    





SIGNATORIES

Amendment No. 3 in respect of Hull 1400


 





	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	)	 
	 	 	 
	Finnvera Agent	 	 
	 	 	 
	BNP Paribas Fortis SA/NV	)	 
	Name: Joanna Tuft	)	/s/ JOANNA TUFT
	Title: Attorney-in-fact	)	 
	 	 	 
	Initial Mandated Lead Arranger	 	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)	 
	 	 	 
	Other Mandated Lead Arrangers	 	 
	 	 	 
	BNP Paribas Fortis SA/NV	)	 
	Name: Joanna Tuft	)	/s/ JOANNA TUFT
	Title: Attorney-in-fact	)	 



 





[Signature
Page to Amendment No. 3 - Hull 1400]



     


     


    




	HSBC Bank plc	)	 
	Name: Mark Looi	)	/s/ MARK LOOI
	Title: Attorney-in-fact	)	 
	 	 	 
	HSBC Bank USA, National Association	)	 
	Name: Vitor A. N. Gabrielli	)	/s/ VITOR A. N. GABRIELLI
	Title: Director	)	 
	 	 	 
	Commerzbank AG, New York Branch	)	 
	Name: Giovanni Baldini and Bianca Notari	)	/s/ GIOVANNI BALDINI
	Title:	)	/s/ BIANCA NOTARI
	 	 	 
	Banco Santander, S.A.	)	 
	Name: Vanessa Berrio	)	/s/ VANESSA BERRIO
	Title: Executive Director	)	 
	Name: Remedios Cantalapiedra	)	/s/ REMEDIOS CANTALAPIEDRA
	Title: V.P.	)	 
	 	 	 
	Lead Arrangers	 	 
	 	 	 
	Banco Bilbao Vizcaya Argentaria, S.A.,	)	 
	Niederlassung Deutschland	)	 
	Name: Ana Alonso	)	/s/ ANA ALONSO
	Title: Authorised Signatory	)	 
	Name: Luz Barroso	)	/s/ LUZ BARROSO
	Title: Authorised Signatory	)	 
	 	 	 
	Bayerische Landesbank, New York Branch	)	 
	Name: Andrew Kjoller	)	/s/ ANDREW KJOLLER
	Title: Executive President	)	 
	Name: Gina Sandella	)	/s/ GINA SANDELLA
	Title: Vice President	)	 
	 	 	 
	DZ BANK AG, New York Branch	)	 
	Name: Julie Clegg	)	/s/ JULIE CLEGG
	Title: Attorney-in-fact	)	 
	 	 	 
	JPMorgan Chase Bank, N.A.,	)	 
	London Branch	)	 
	Name: Francois Turpault	)	/s/ FRANCOIS TURPAULT
	Title: Vice President, Authorised Signatory	)	 



 


[Signature
Page to Amendment No. 3 - Hull 1400]



     


     


    

	SMBC Bank International plc	)	 
	Name: Kenji Yanagawa and Kuniaki Nagano	)	/s/ KENJI YANAGAWA 
	Title:	)	/s/ KUNIAKI NAGANO
	 	 	 
	Lenders	 	 
	 	 	 
	Finnish Export Credit Ltd	)	 
	Name: Anita Muona	)	/s/ ANITA MUONA
	Title: Managing Director	)	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Joanna Katsaouni	)	/s/ JOANNA KATSAOUNI
	Title: Attorney-in-fact	)	 
	 	 	 
	BNP Paribas Fortis SA/NV	)	 
	Name: Joanna Tuft	)	/s/ JOANNA TUFT
	Title: Attorney-in-fact	)	 
	 	 	 
	HSBC Bank plc	)	 
	Name: Mark Looi	)	/s/ MARK LOOI
	Title: Attorney-in-fact	)	 
	 	 	 
	HSBC Bank USA, National Association	)	 
	Name: Vitor A. N. Gabrielli	)	/s/ VITOR A. N. GABRIELLI
	Title: Director	)	 
	 	 	 
	Commerzbank AG, New York Branch	)	 
	Name: Giovanni Baldini and Bianca Notari	)	/s/ GIOVANNI BALDINI
	Title:	)	/s/ BIANCA NOTARI
	 	 	 
	 	 	 
	Banco Santander, S.A.	)	 
	Name: Vanessa Berrio	)	/s/ VANESSA BERRIO
	Title: Executive Director	)	 
	Name: Remedios Cantalapiedra	)	/s/ REMEDIOS CANTALAPIEDRA
	Title: V.P.	)	 



 


[Signature
Page to Amendment No. 3 - Hull 1400]



     


     


    



	Banco Bilbao Vizcaya Argentaria, S.A.,	)	 
	Niederlassung Deutschland	)	 
	Name: Ana Alonso	)	/s/ ANA ALONSO
	Title: Authorised Signatory	)	 
	Name: Luz Barroso	)	/s/ LUZ BARROSO
	Title: Authorised Signatory	)	 
	 	 	 
	Bayerische Landesbank, New York Branch	)	 
	Name: Andrew Kjoller	)	/s/ ANDREW KJOLLER
	Title: Executive President	)	 
	Name: Gina Sandella	)	/s/ GINA SANDELLA
	Title: Vice President	)	 
	 	 	 
	DZ BANK AG, New York Branch	)	 
	Name: Julie Clegg	)	/s/ JULIE CLEGG
	Title: Attorney-in-fact	)	 
	 	 	 
	JPMorgan Chase Bank, N.A.,	)	 
	London Branch	)	 
	Name: Francois Turpault	)	/s/ FRANCOIS TURPAULT
	Title: Vice President, Authorised Signatory	)	 
	 	 	 
	SMBC Bank International plc	)	 
	Name: Kenji Yanagawa and Kuniaki Nagano	)	/s/ KENJI YANAGAWA 
	Title:	)	/s/ KUNIAKI NAGANO




 


[Signature
Page to Amendment No. 3 - Hull 1400]