Exhibit 10.1


 


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


Private & Confidential


 


Dated 26 July 2016


 






 


	 	BREAKAWAY FOUR, LTD.	(1)
	 	(as Borrower)	 
	 	 	 
	 	NCL CORPORATION LTD.	(2)
	 	(as Guarantor)	 
	 	 	 
	 	NCL INTERNATIONAL LTD.	(3)
	 	(as Shareholder)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(4)
	 	(as Lender)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(5)
	 	(as Facility Agent)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(6)
	 	(as Hermes Agent)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(7)
	 	(as Initial Mandated Lead Arranger)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(8)
	 	(as Collateral Agent)	 
	 	 	 
	 	KFW IPEX-BANK GMBH	(9)
	 	(as CIRR Agent)	 




 


 







 



 


SUPPLEMENTAL AGREEMENT TO

THE SECURED CREDIT AGREEMENT

dated 12 October 2012 for the dollar

equivalent of up to €590,478,870 pre and

post delivery finance for Hull No. [*]


 


 



 




     


     


    

 


 


 


 


 






     

     


    

 


Contents


 


	Clause	Page
	 	 	 
	1	Definitions	2
	 	 	 
	2	Agreement of the Finance Parties	3
	 	 	 
	3	Increased Commitments	3
	 	 	 
	4	Amendments to Original Credit Agreement	3
	 	 	 
	5	Representations and warranties	3
	 	 	 
	6	Conditions	4
	 	 	 
	7	Confirmations	5
	 	 	 
	8	Fee and expenses	5
	 	 	 
	9	Miscellaneous and notices	6
	 	 	 
	10	Applicable law	6
	 	 	 
	Schedule 1 Documents and evidence required as conditions precedent (referred to in clause 6.1)	7
	 	 	 
	Schedule 2 Form of Amended and Restated Credit Agreement	9


 




     


     


    

 


THIS SUPPLEMENTAL AGREEMENT is dated
26 July 2016 and made BETWEEN:


 


		(1)	BREAKAWAY FOUR, LTD., a Bermuda company with its
registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the Borrower);



 


		(2)	NCL CORPORATION LTD., a company incorporated under
the laws of Bermuda and having its registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda
as guarantor (the Guarantor);



 


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



 


		(4)	KFW IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325
Frankfurt am Main, Germany as lender (the Lender);



 


		(5)	KFW IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325
Frankfurt am Main, Germany as facility agent (the Facility Agent);



 


		(6)	KFW IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325
Frankfurt am Main, Germany as Hermes agent (the Hermes Agent);



 


		(7)	KFW IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325
Frankfurt am Main, Germany as initial mandated lead arranger (the Initial Mandated Lead Arranger);



 


		(8)	KFW IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325
Frankfurt am Main, Germany as collateral agent for itself and the Lender (as hereinafter defined) (the Collateral Agent);
and



 


		(9)	KFW
                                         IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany as
                                         CIRR agent (the CIRR Agent).



 


WHEREAS:


 


		(A)	This Agreement is supplemental to a credit agreement dated 12 October 2012 (the Original Credit
Agreement) made between, inter alia, the Borrower, the bank named therein as lender and the Facility Agent, where the Lender
granted to the Borrower a secured loan in the maximum amount of the Dollar Equivalent of five hundred and ninety million, four
hundred and seventy-eight thousand, eight hundred and seventy Euro (€590,478,870) (the Loan) for the purpose of enabling
the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Credit Agreement)
on the terms and conditions therein contained.



 


		(B)	As a result of certain agreed change orders relating to the Vessel, the Borrower has requested
an increase in the Permitted Change Orders in the amount of [*] and, as a result the Borrower has requested that Total Comment
and the Commitment be increased by €139,375,815.50 (the Additional Commitment) to €729,854,685.50 and that the
Original Credit Agreement be amended to reflect such increase.



 


		(C)	This Agreement sets out the terms and conditions upon which
the Facility Agent and the Lender shall, at the request of the Borrower, agree to, amongst other things, increase the Total Commitments
by the Additional Commitment.



 




    	 	1	 



     


    

 


NOW IT IS HEREBY AGREED as follows:


 





		1	Definitions



 


		1.1	Defined expressions



 


Words and expressions defined
in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same
meanings when used in this Agreement.


 


		1.2	Definitions



 


In this Agreement, unless the
context otherwise requires:


 


Credit Agreement means
the Original Credit Agreement as amended and restated by this Agreement.


 


Finance Party means
the Facility Agent, the Hermes Agent, the Collateral Agent, the CIRR Agent or a Lender.


 


Obligor means the Borrower,
the Guarantor and the Shareholder.


 


Restatement Date means
the date on which the Facility Agent notifies the Borrower and the Lender in writing that the Facility Agent has received the documents
and evidence specified in clause 6 and Schedule 1 in a form and substance reasonably satisfactory to it.




 


		1.3	References



 


References in:


 


		(a)	this Agreement to Sections of the Credit Agreement are to the Sections of the amended and restated
credit agreement set out in Schedule 2;



 


		(b)	references in the Original Credit Agreement to “this Agreement” shall, with effect
from the Effective Date and unless the context otherwise requires, be references to the Original Credit Agreement as amended and
restated by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”,
“hereby” and “hereto”, where they appear in the Original Credit Agreement, shall be construed accordingly;



 


		(c)	this Agreement to any defined terms shall have meanings to be equally applicable to both the singular
and plural forms of the terms defined and references to this Agreement or any other document (or to any specified provision of
this Agreement or any other document) shall be construed as references to this Agreement, that provision or that document as from
time to time amended, restated, supplemented and/or novated.



 


		1.4	Clause headings



 


The headings
of the several clauses and subclauses of this Agreement are inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement.


 


		1.5	Contracts (Rights of Third Parties) Act 1999



 


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 enjoy the benefit of any term
of this Agreement unless expressly provided to the contrary in this Agreement.  Notwithstanding any term of this Agreement,
the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.


 




    	 	2	 



     


    

 


		2	Agreement of the Finance Parties



 


The
Finance Parties, relying upon the representations and warranties on the part of the Obligors contained in clause 5, agree
with the Borrower that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality
of the foregoing, fulfilment of the conditions contained in clause 6 and Schedule 1, the Original Credit Agreement shall
be amended and restated on the terms set out in clause 3.


 


		3	Increased Commitments



 


		(a)	Subject to the terms and conditions of this Agreement, the Lender agrees to increase the Total
Commitments by the Additional Commitment.



 


		(b)	It is agreed that the Total Commitment and the Commitment of the Lender shall be increased on the
Restatement Date to €729,854,685.50.



 


		4	Amendments
                                         to Original Credit Agreement



 


		4.1	Amendments



 


The Original
Credit Agreement (but without its Exhibits which, subject to clause 7.2(c), shall remain in the same form and deemed to form part
of the Credit Agreement) shall, with effect on and from the Restatement Date, be (and it is hereby) amended and restated so as
to read in accordance with the form of the amended and restated Credit Agreement set out in Schedule 2 and (as so amended)
and, together with the Exhibits, will continue to be binding upon the parties to it in accordance with its terms as so amended
and restated.


 


		4.2	Continued force and effect



 


Save as amended by this Agreement,
the provisions of the Original Credit Agreement shall continue in full force and effect and the Original Credit Agreement and this
Agreement shall be read and construed as one instrument.


 


		5	Representations and warranties



 


		5.1	Primary representations and warranties



 


Each of the Obligors represents
and warrants to the Finance Parties that:


 


		(a)	Power and authority



 


it has the power to enter into
and perform this Agreement and the transactions contemplated hereby and has taken all necessary action to authorise the entry into
and performance of this Agreement and such transactions. This Agreement constitutes its legal, valid and binding obligations enforceable
in accordance with its terms and in entering into this Agreement, it is acting on its own account;


 


		(b)	No violation



 


the entry into and performance
of this Agreement and the transactions contemplated hereby do not and will not conflict with:


 


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



 


		(ii)	its constitutional documents; or



 


		(iii)	any agreement or document to which any member of the NCLC Group is a party or which is binding
upon it or any of its assets, nor result in the creation or imposition of any Lien on it or its assets pursuant to the provisions
of any such agreement or



 




    	 	3	 



     


    

 


document and in particular but without prejudice to the foregoing the entry into and performance of this
Agreement and the transactions and documents contemplated hereby and thereby will not render invalid, void or voidable any security
granted by it to the Collateral Agent;


  


		(c)	Governmental approvals



 


all authorisations, approvals,
consents, licenses, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection
with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated hereby have been
obtained or effected and are in full force and effect;


 


		(d)	Fees, governing law and enforcement



 


no fees or taxes, including,
without limitation, stamp, transaction, registration or similar taxes, are required to be paid to ensure the legality, validity,
or enforceability of this Agreement. The choice of the laws of England as set forth in this Agreement is a valid choice of law,
and the irrevocable submission by each Obligor to jurisdiction and consent to service of process and, where necessary, appointment
by such Obligor of an agent for service of process, as set forth in this Agreement, is legal, valid, binding and effective; and


 


		(e)	True and complete disclosure



 


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


 


		5.2	Repetition of representations and warranties



 


Each of the representations
and warranties contained in clause 5.1 of this Agreement shall be deemed to be repeated by the Obligors on the Restatement
Date as if made with reference to the facts and circumstances existing on such day.


 


		6	Conditions



 


		6.1	Documents and evidence



 


The agreement of the Finance
Parties referred to in clause 2 shall be subject to the receipt by the Facility Agent or its duly authorised representative
of the documents and evidence specified in Schedule 1 in each case, in form and substance reasonably satisfactory to the Facility
Agent and its lawyers.


 


		6.2	General conditions precedent



 


The agreement of the Finance
Parties referred to in clause 2 shall be further subject to:


 


		(a)	the representations and warranties in clause 5 being true and correct on the Restatement Date
as if each was made with respect to the facts and circumstances existing at such time; and



 


		(b)	no Event of Default or Default having occurred and continuing at the time of the Restatement Date.



 


		6.3	Conditions subsequent



 


The Borrower
undertakes as soon as possible (but in any event within 10 days of the Restatement Date) to deliver to the Facility Agent copies
of the financing statements (Form UCC-1 or the equivalent) and the search results (Form UCC-11) prepared, filed and/or obtained 


 




    	 	4	 



     


    

 


by the Borrower’s
counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, in connection with the restatement of the Original Credit Agreement
pursuant to this Agreement.


 


		6.4	Waiver of conditions precedent



 


The conditions specified in
this clause 6 are inserted solely for the benefit of the Finance Parties and may be waived by the Finance Parties in whole
or in part with or without conditions.


 


		7	Confirmations



 


		7.1	Guarantee



 


The Guarantor hereby confirms
its consent to the amendments to the Original Credit Agreement contained in this Agreement and agrees that the guarantee and indemnity
provided in Section 15 (Parent Guaranty) of the Original Credit Agreement, and the obligations of the Guarantor thereunder,
shall remain and continue in full force and effect notwithstanding the said amendments to the Original Credit Agreement contained
in this Agreement.


 


		7.2	Credit Documents



 


Each Obligor further acknowledges
and agrees, for the avoidance of doubt, that:


 


		(a)	each of the Credit Documents to which it is a party, and its obligations thereunder, shall remain
in full force and effect notwithstanding the amendments made to the Original Credit Agreement by this Agreement;



 


		(b)	each of the Security Documents to which it is a party shall remain in full force and effect as
security for the obligations of the Borrower under the Credit Agreement; and



 


		(c)	with effect from the Restatement Date, references in the Credit Documents to which it is a party
to the Credit Agreement shall henceforth be reference to the Original Credit Agreement as amended and restated by this Agreement
and as from time to time hereafter amended.



 


		8	Fees and expenses



 


		8.1	Fees



 


The Borrower
agrees to pay, on or before the Restatement Date, certain fees to the Facility Agent (on behalf of the Lender) in the amounts set
out in a separate letter of even date between the Borrower and the Facility Agent.


 


		8.2	Expenses



 


The Borrower agrees to pay
to the Facility Agent on demand:


 


		(a)	all reasonable and documented expenses (including external legal and out-of-pocket expenses and
disbursements) incurred by the Facility Agent or the Hermes Agent in connection with the negotiation, preparation, execution and,
where relevant, registration of this Agreement and of any amendment or extension of or the granting of any waiver or consent under
this Agreement; and



 


		(b)	all expenses (including legal and out-of-pocket expenses)
incurred by the Finance Parties in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any
rights under this Agreement or otherwise in respect of the monies owing and obligations incurred under this Agreement,



 




    	 	5	 



     


    

 


together with interest at the
rate referred to in Section 2.06 (Interest) of the Credit Agreement from the date on which such expenses were incurred to
the date of payment (as well after as before judgment).


 


		8.3	Value Added Tax



 


All expenses payable pursuant
to this clause 8 shall be paid together with VAT or any similar tax (if any) properly chargeable thereon.


 


		8.4	Stamp and other duties



 


The Borrower agrees to pay
to the Facility Agent on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes
payable by the Facility Agent) imposed on or in connection with this Agreement and shall indemnify the Facility Agent against any
liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.


 


		9	Miscellaneous and notices



 


		9.1	Notices



 


The provisions
of Section 14.03 (Notices) of the Credit Agreement shall extend and apply to the giving or making of notices or demands
hereunder as if the same were expressly stated herein with all necessary changes.


 


		9.2	Counterparts



 


This Agreement 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.


 


		9.3	Further assurance



 


The provisions of Section 9.10(a)
(Further Assurances) of the Credit Agreement shall extend and apply to this Agreement as if the same were expressly stated
herein with all necessary changes.


 


		10	Applicable law



 


		10.1	Law



 


This Agreement and any non-contractual
obligations connected with it are governed by and shall be construed in accordance with English law.


 


		10.2	Exclusive jurisdiction and service of process



 


The provisions of Section 14.07(b)
and (c) (Governing Law; Exclusive Jurisdiction of English Courts; Service of Process) of the Credit Agreement shall apply
to this Agreement as if the same were expressly stated herein with all necessary changes.


 


This Agreement has been executed on
the date stated at the beginning of this Agreement.


 




    	 	6	 



     


    

 


Schedule 1

Documents and evidence required as conditions precedent

(referred to in clause 6.1)








 


		1	Corporate authorisation



 


In relation to each Obligor:


 


		(a)	Constitutional documents



 


copies certified by an officer
of that Obligor, as true, complete and up to date copies, of all documents which contain or establish or relate to the constitution
of that party or an officer's certificate confirming that there have been no changes or amendments to the constitutional documents
certified copies of which were previously delivered to the Facility Agent pursuant to the Original Credit Agreement or any previous
supplement to it;


 


		(b)	Resolutions



 


a copy, certified by an officer
of that Obligor to be a true copy, and as being in full force and effect and not amended or rescinded, of resolutions of its board
of directors or equivalent:


 


		(i)	approving the transactions contemplated by this Agreement; and



 


		(ii)	authorising a person or persons to sign and deliver on
behalf of that Obligor or, as the case may be, authorising the sealing by that Obligor of this Agreement and any notices or other
documents to be given pursuant hereto,



 


together with originals or certified
copies of any powers of attorney issued by any Obligor pursuant to such resolutions; and


 


		(c)	certificate of incumbency



 


a certificate signed by an officer
of each Obligor certified to be true, complete and up to date of (i) the directors and officers of that Obligor specifying the
names and positions of such persons, (ii) its issued share capital and shareholders, (iii) specimen signatures of those persons
authorised to sign this Agreement on its behalf and (iv) a declaration of solvency.


 


		2	Consents



 


A certificate signed by an
officer of each Obligor confirming that all governmental and other licences, approvals, consents, registrations and filings necessary
for any matter or thing contemplated by this Agreement on behalf of that Obligor and for the legality, validity, enforceability,
admissibility in evidence and effectiveness thereof have been obtained or effected on an unconditional basis and remain in full
force and effect (or, in the case of the effecting of any registrations and filings, that arrangements satisfactory to the Facility
Agent have been made for the effecting of the same within any applicable time limit).


 


		3	Process agent



 


An original or certified true
copy of a letter from each Obligor’s agent for receipt of service of proceedings accepting its appointment under this Agreement
as each Obligor’s process agent.


 




    	 	7	 



     


    

 


		4	Hermes consent



 


Confirmation from Hermes of
their approval in principle that the Hermes Cover will be amended in respect of the Additional Commitment.


 


		5	Receipt of fee



 


Evidence that the fee payable
under clause 8.1 has been paid in full.


 


		6	Legal opinions



 


Such legal opinions
or confirmations as to the continued effect of any existing legal opinions in relation to the laws of England, Bermuda, New York
and Florida as the Facility Agent shall in its reasonable discretion deem appropriate.


 




    	 	8	 



     


    

 


Schedule 2

Form of Amended and Restated Credit Agreement


 




    	 	9	 



     


    

 





 






 


€729,854,685.50



CREDIT AGREEMENT


 


among


 


NCL CORPORATION LTD.,


as Parent,


 


BREAKAWAY FOUR, LTD.,

as Borrower,


 


VARIOUS LENDERS,


 


KFW IPEX-BANK GMBH,


as Facility Agent, Collateral Agent and
CIRR Agent,


 


KFW IPEX-BANK GMBH,

as Bookrunner,


 


and


 


KFW IPEX-BANK GMBH,

as Hermes Agent


 


__________________________________


 


Dated October 12, 2012


as amended and restated on 26 July 2016


__________________________________


 


KFW IPEX-BANK GMBH


 


as Initial Mandated Lead Arranger


 





 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	SECTION 1. Definitions and Accounting Terms	 	1
	 	 	 
	1.01 Defined Terms	 	1
	 	 	 
	SECTION 2. Amount and Terms of Credit Facility	 	29
	 	 	 
	2.01 The Commitments	 	29
	2.02 Amount and Timing of Each Borrowing; Currency of Disbursements	 	29
	2.03 Notice of Borrowing	 	31
	2.04 Disbursement of Funds	 	31
	2.05 Pro Rata Borrowings	 	32
	2.06 Interest	 	32
	2.07 Election of Floating Rate.	 	33
	2.08 Floating Rate Interest Periods	 	34
	2.09 Increased Costs, Illegality, Market Disruption, etc.	 	35
	2.10 Indemnification; Breakage Costs	 	37
	2.11 Change of Lending Office; Limitation on Additional Amounts	 	38
	2.12 Replacement of Lenders	 	39
	2.13 Disruption to Payment Systems, Etc	 	39
	 	 	 
	SECTION 3. Commitment Commission; Fees; Reductions of Commitment	 	40
	 	 	 
	3.01 Commitment Commission	 	40
	3.02 CIRR Fees.	 	41
	3.03 Other Fees.	 	41
	3.04 Voluntary Reduction or Termination of Commitments	 	41
	3.05 Mandatory Reduction of Commitments	 	41
	 	 	 
	SECTION 4. Prepayments; Repayments; Taxes	 	42
	 	 	 
	4.01 Voluntary Prepayments	 	42
	4.02 Mandatory Repayments and Commitment Reductions	 	43
	4.03 Method and Place of Payment	 	44
	4.04 Net Payments; Taxes	 	44
	4.05 Application of Proceeds	 	45
	 	 	 
	SECTION 5. Conditions Precedent to the Initial Borrowing Date	 	46
	 	 	 
	5.01 Effective Date	 	46
	5.02 [Intentionally omitted]	 	46
	5.03 Corporate Documents; Proceedings; etc.	 	47
	5.04 Know Your Customer	 	47
	5.05 Construction Contract and Other Material Agreements	 	47
	5.06 Share Charge	 	47
	5.07 Assignment of Contracts	 	47


 




    	 	(i)	 



     


    

 


	5.08 Consents Under Existing Credit Facilities	 	48
	5.09 Process Agent	 	48
	5.10 Opinions of Counsel	 	48
	5.11 KfW Refinancing	 	49
	5.12 Equity Payment	 	49
	5.13 Financing Statements	 	49
	5.14 Security Trust Deed	 	49
	5.15 Hermes Cover	 	50
	 	 	 
	SECTION 6. Conditions Precedent to each Borrowing Date	 	50
	 	 	 
	6.01 No Default; Representations and Warranties	 	50
	6.02 Consents	 	50
	6.03 Refund Guarantees	 	50
	6.04 Equity Payment	 	51
	6.05 Fees, Costs, etc.	 	51
	6.06 Construction Contract	 	51
	6.07 Notice of Borrowing	 	51
	6.08 Solvency Certificate	 	51
	6.09 Litigation	 	52
	 	 	 
	SECTION 7. Conditions Precedent to the Delivery Date	 	52
	 	 	 
	7.01 Delivery of Vessel	 	52
	7.02 Collateral and Guaranty Requirements	 	52
	7.03 Evidence of [*] Payment	 	53
	7.04 Hermes Compliance; Compliance with Applicable Laws and Regulations	 	53
	7.05 Opinion of Counsel	 	53
	 	 	 
	SECTION 8. Representations and Warranties	 	54
	 	 	 
	8.01 Entity Status	 	54
	8.02 Power and Authority	 	54
	8.03 No Violation	 	54
	8.04 Governmental Approvals	 	54
	8.05 Financial Statements; Financial Condition	 	55
	8.06 Litigation	 	55
	8.07 True and Complete Disclosure	 	55
	8.08 Use of Proceeds	 	55
	8.09 Tax Returns and Payments	 	55
	8.10 No Material Misstatements	 	56
	8.11 The Security Documents	 	56
	8.12 Capitalization	 	57
	8.13 Subsidiaries	 	57
	8.14 Compliance with Statutes, etc.	 	57
	8.15 Winding-up, etc.	 	57
	8.16 No Default	 	57
	8.17 Pollution and Other Regulations	 	57
	8.18 Ownership of Assets	 	58


 




    	 	(ii)	 



     


    

 


	8.19 Concerning the Vessel	 	58
	8.20 Citizenship	 	59
	8.21 Vessel Classification	 	59
	8.22 No Immunity	 	59
	8.23 Fees, Governing Law and Enforcement	 	59
	8.24 Form of Documentation	 	59
	8.25 Pari Passu or Priority Status	 	60
	8.26 Solvency	 	60
	8.27 No Undisclosed Commissions	 	60
	8.28 Completeness of Documentation	 	60
	8.29 Money Laundering	 	60
	 	 	 
	SECTION 9. Affirmative Covenants	 	60
	 	 	 
	9.01 Information Covenants	 	60
	9.02 Books and Records; Inspection	 	63
	9.03 Maintenance of Property; Insurance	 	63
	9.04 Corporate Franchises	 	63
	9.05 Compliance with Statutes, etc.	 	63
	9.06 Hermes Cover	 	63
	9.07 End of Fiscal Years	 	64
	9.08 Performance of Credit Document Obligations	 	64
	9.09 Payment of Taxes	 	64
	9.10 Further Assurances	 	64
	9.11 Ownership of Subsidiaries	 	65
	9.12 Consents and Registrations	 	65
	9.13 Flag of Vessel	 	65
	9.14 “Know Your Customer” and Other Similar Information	 	65
	 	 	 
	SECTION 10. Negative Covenants	 	66
	 	 	 
	10.01 Liens	 	66
	10.02 Consolidation, Merger, Amalgamation, Sale of Assets, Acquisitions, etc.	 	67
	10.03 Dividends	 	68
	10.04 Advances, Investments and Loans	 	69
	10.05 Transactions with Affiliates	 	69
	10.06 Free Liquidity	 	72
	10.07 Total Net Funded Debt to Total Capitalization	 	72
	10.08 Collateral Maintenance	 	72
	10.09 Consolidated EBITDA to Consolidated Debt Service	 	72
	10.10 Business; Change of Name	 	72
	10.11 Subordination of Indebtedness.	 	72
	10.12 Activities of Borrower, etc.	 	73
	10.13 Material Amendments or Modifications of Construction Contracts	 	73
	10.14 No Place of Business	 	73
	 	 	 
	SECTION 11. Events of Default	 	74
	 	 	 
	11.01 Payments	 	74


 




    	 	(iii)	 



     


    

 


	11.02 Representations, etc.	 	74
	11.03 Covenants	 	74
	11.04 Default Under Other Agreements	 	74
	11.05 Bankruptcy, etc.	 	75
	11.06 Total Loss	 	76
	11.07 Security Documents	 	76
	11.08 Guaranties	 	76
	11.09 Judgments	 	76
	11.10 Cessation of Business	 	76
	11.11 Revocation of Consents	 	76
	11.12 Unlawfulness	 	77
	11.13 Insurances	 	77
	11.14 Disposals	 	77
	11.15 Government Intervention	 	77
	11.16 Change of Control	 	77
	11.17 Material Adverse Change	 	78
	11.18 Repudiation of Construction Contract or other Material Documents	 	78
	 	 	 
	SECTION 12. Agency and Security Trustee Provisions	 	78
	 	 	 
	12.01 Appointment and Declaration of Trust	 	78
	12.02 Nature of Duties	 	79
	12.03 Lack of Reliance on the Agents	 	79
	12.04 Certain Rights of the Agents	 	79
	12.05 Reliance	 	80
	12.06 Indemnification	 	80
	12.07 The Agents in their Individual Capacities	 	80
	12.08 Resignation by an Agent	 	80
	12.09 The Lead Arrangers	 	81
	12.10 Impaired Agent	 	81
	12.11 Replacement of an Agent	 	82
	12.12 Resignation by the Hermes Agent	 	82
	 	 	 
	SECTION 13. Benefit of Agreement	 	83
	 	 	 
	13.01 Assignments and Transfers by the Lenders	 	83
	13.02 Assignment or Transfer Fee	 	84
	13.03 Assignments and Transfers to Hermes or KfW	 	85
	13.04 Limitation of Responsibility to Existing Lenders	 	85
	13.05 [Intentionally Omitted]	 	85
	13.06 Procedure and Conditions for Transfer	 	86
	13.07 Procedure and Conditions for Assignment	 	86
	13.08 Copy of Transfer Certificate or Assignment Agreement to Parent	 	87
	13.09 Security over Lenders’ Rights	 	87
	13.10 Assignment by a Credit Party	 	88
	13.11 Lender Participations	 	88
	13.12 Increased Costs	 	88


 




    	 	(iv)	 



     


    

 


	SECTION 14. Miscellaneous	 	89
	 	 	 
	14.01 Payment of Expenses, etc.	 	89
	14.02 Right of Set-off	 	90
	14.03 Notices	 	90
	14.04 No Waiver; Remedies Cumulative	 	91
	14.05 Payments Pro Rata	 	91
	14.06 Calculations; Computations	 	92
	14.07 Governing Law; Exclusive Jurisdiction of English Courts; Service of Process	 	92
	14.08 Counterparts	 	93
	14.09 Effectiveness	 	93
	14.10 Headings Descriptive	 	93
	14.11 Amendment or Waiver; etc.	 	93
	14.12 Survival	 	95
	14.13 Domicile of Loans	 	95
	14.14 Confidentiality	 	95
	14.15 Register	 	95
	14.16 Third Party Rights	 	96
	14.17 Judgment Currency	 	96
	14.18 Language	 	96
	14.19 Waiver of Immunity	 	97
	14.20 “Know Your Customer” Notice	 	97
	14.21 Release of Liens and the Parent Guaranty; Flag Jurisdiction Transfer	 	97
	14.22 Partial Invalidity	 	98
	 	 	 
	SECTION 15. Parent Guaranty	 	98
	 	 	 
	15.01 Guaranty and Indemnity	 	98
	15.02 Continuing Guaranty	 	99
	15.03 Reinstatement	 	99
	15.04 Waiver of Defenses	 	99
	15.05 Guarantor Intent	 	100
	15.06 Immediate Recourse	 	100
	15.07 Appropriations	 	100
	15.08 Deferral of Guarantor’s Rights	 	100
	15.09 Additional Security	 	101


 


	SCHEDULE 1.01(a)	-	Commitments
	SCHEDULE 1.01(b)	-	Mandatory Costs
	SCHEDULE 5.07	-	Notices, Acknowledgments and Consents
	SCHEDULE 5.10	-	Initial Borrowing Date Opinions
	SCHEDULE 6.10	-	Material Litigation
	SCHEDULE 7.05	-	Delivery Date Opinions
	SCHEDULE 8.03	-	Existing Agreements
	SCHEDULE 8.12	-	Capitalization
	SCHEDULE 8.13	-	Subsidiaries
	SCHEDULE 8.19	-	Vessel 



 






    	 	(v)	 



     


    

 


	SCHEDULE 8.21	-	Approved Classification Societies
	SCHEDULE 9.03	-	Required Insurances
	SCHEDULE 10.01	-	Existing Liens
	SCHEDULE 14.03A	-	Credit Party Addresses
	SCHEDULE 14.03B	-	Lender Addresses
	 	 	 
	EXHIBIT A	-	Form of Notice of Borrowing
	EXHIBIT B-1	-	Form of BankAssure Report 
	EXHIBIT B-2	-	Form of Insurance Broker Certificate
	EXHIBIT C	-	Form of Interaction Agreement
	EXHIBIT D	-	Form of Secretary’s Certificate
	EXHIBIT E	-	Form of Transfer Certificate
	EXHIBIT F	-	Form of Bermuda Share Charge
	EXHIBIT G	-	Form of Assignment of Earnings and Insurances
	EXHIBIT H	-	Form of Assignment of Charters
	EXHIBIT I	-	Form of Deed of Covenants
	EXHIBIT J	-	Form of Assignment of Contracts
	EXHIBIT K	-	Form of Solvency Certificate
	EXHIBIT L	-	Form of Assignment Agreement
	EXHIBIT M	-	Form of Compliance Certificate
	EXHIBIT N	-	[Intentionally omitted]
	EXHIBIT O	-	Form of Assignment of Management Agreements
	EXHIBIT P	-	Form of Security Trust Deed




 






    	 	(vi)	 



     


    

  


THIS CREDIT AGREEMENT,
is made by way of deed October 12, 2012 and amended and restated on 26 July 2016, among NCL CORPORATION LTD., a Bermuda company
with its registered office as of the date hereof at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the
“Parent”), BREAKAWAY FOUR, LTD., a Bermuda company with its registered office as of the date hereof at Cumberland
House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the “Borrower”), KFW IPEX-BANK GmbH, as a Lender
(in such capacity, together with each of the other Persons that may become a “Lender” in accordance with Section
13, each of them individually a “Lender” and, collectively, the “Lenders”), KFW IPEX-BANK
GMBH, as Facility Agent (in such capacity, the “Facility Agent”), as Collateral Agent under the Security Documents
(in such capacity, the “Collateral Agent”) and as CIRR Agent (in such capacity, the “CIRR Agent”),
KFW IPEX-BANK GMBH, as Bookrunner (in such capacity, the “Bookrunner”),
KFW IPEX-BANK GMBH, as Hermes Agent (in such capacity, the “Hermes Agent”),
and KFW IPEX-BANK GMBH, as initial mandated lead arranger in respect of the credit facility provided for herein (in such capacity
the “Initial Mandated Lead Arranger”).  All capitalized terms used herein and defined in Section
1 are used herein as therein defined.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
has requested that the Lenders make available to the Borrower a multi-draw term loan credit facility in an aggregate principal
amount of up to €729,854,685.50 and which Loans may be incurred to finance, in part, the construction and acquisition costs
of the Vessel and the related Hermes Premium; and


 


WHEREAS, subject to
and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the term loan facility
provided for herein.


 


NOW, THEREFORE, IT IS
AGREED:


 


SECTION 1.   Definitions
and Accounting Terms.


 


1.01         Defined
Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined) and references to this Agreement or any other document
(or to any specified provision of this Agreement or any other document) shall be construed as references to this Agreement, that
provision or that document as from time to time amended, restated, supplemented and/or novated:


 


“Acceptable
Bank” means (a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced
debt obligations of A- or higher by S&P or A2 or higher by Moody's or a comparable rating from an internationally recognized
credit rating agency; or (b) any other bank or financial institution approved by each Agent.


 


“Acceptable
Flag Jurisdiction” shall mean the Bahamas, Bermuda, Panama, the Marshall Islands, the United States or such other flag
jurisdiction as may be acceptable to the Required Lenders in their reasonable discretion.


 




     


     


    

 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of fifty percent (50%) of the Capital Stock of any Person or otherwise causing any Person to become a Subsidiary
of a Borrower, or (c) a merger, amalgamation or consolidation or any other combination with another Person.


 


“Adjusted Construction
Price” shall mean the sum of the Initial Construction Price of the Vessel and the total permitted increases to the Initial
Construction Price of the Vessel pursuant to Permitted Change Orders (it being understood that the Final Construction Price may
exceed the Adjusted Construction Price).


 


“Additional Hermes
Premium” means the additional premium payable to Hermes as a result of the increase to the Hermes Cover arising as
a consequence of the increase in the Total Commitments pursuant to the Supplemental Agreement.


 


“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person; provided, however, that for purposes of Section 10.05, an Affiliate of
the Parent or any of its Subsidiaries, as applicable, shall include any Person that directly or indirectly owns more than 10%
of any class of the Capital Stock of the Parent or such Subsidiary, as applicable, and any officer or director of the Parent or
such Subsidiary.  A Person shall be deemed to control another Person if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership
of voting securities, by contract or otherwise.  Notwithstanding anything to the contrary contained above, for purposes
of Section 10.05, neither the Facility Agent, nor the Collateral Agent, nor the Lead Arrangers nor any Lender (or any of their
respective affiliates) shall be deemed to constitute an Affiliate of the Parent or its Subsidiaries in connection with the Credit
Documents or its dealings or arrangements relating thereto.


 


“Affiliate
Transaction” shall have the meaning provided in Section 10.05.


 


“Agent”
or “Agents” shall mean, individually and collectively, the Facility Agent, the Collateral Agent, the Hermes
Agent and the CIRR Agent.


 


“Agreement”
shall mean this Credit Agreement, as modified, supplemented, amended, restated or novated from time to time.


 


“Apollo”
shall mean Apollo Management, L.P., and its Affiliates.


 


“Applicable
Margin” shall mean a percentage per annum equal to 1.50%.


 


“Appraised
Value” of the Vessel at any time shall mean the fair market value or, as the case may be, the average of the fair market
value of the Vessel on an individual charter free basis as set forth on the appraisal or, as the case may be, the appraisals most
recently delivered to, or obtained by, the Facility Agent prior to such time pursuant to Section 9.01(c).


 




    	 	-2-	 



     


    

 


“Approved Appraisers”
shall mean Brax Shipping AS; Barry Rogliano Salles S.A., Paris; Clarksons, London; R.S. Platou Shipbrokers, A.S., Oslo; Fearnsale,
a division of Astrup Fearnley AS, Oslo; and Rocca & Partners S.R.L.


 


“Approved Stock
Exchange” shall mean the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of America,
the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.


 


“Assignment
Agreement” shall mean an Assignment Agreement substantially in the form of Exhibit L (appropriately completed) or any
other form agreed between the relevant assignor and assignee (and if required to be executed by the Borrower, the Borrower).


 


“Assignment
of Charters” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Assignment
of Contracts” shall have the meaning provided in Section 5.07.


 


“Assignment
of Earnings and Insurances” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Assignment
of Management Agreements” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Bankruptcy
Code” shall have the meaning provided in Section 11.05(b).


 


“Basel II”
shall mean the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published
by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement.


 


“Basel III”
shall mean, together, “Basel III: A global regulatory framework for more resilient banks and banking systems” and
“Basel III: International framework for liquidity risk measurement, standards and monitoring” both published by the
Basel Committee on Banking Supervision on December 16, 2010.


 


“Borrower”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Borrowing”
shall mean the borrowing of Loans from all the Lenders (other than any Lender which has not funded its share of a Borrowing in
accordance with this Agreement) having Commitments on a given date.


 


“Borrowing
Date” shall mean each date (including the Initial Borrowing Date) on which a Borrowing occurs as set forth in Section
2.02.


 


“Business Day”
shall mean any day except Saturday, Sunday and any day which shall be in New York, London or Frankfurt am Main a legal holiday
or a day on which banking institutions are authorized or required by law or other government action to close.


 




    	 	-3-	 



     


    

 


“Capital Stock”
means:


 


(1)         in
the case of a corporation, corporate stock or shares;


 


(2)         in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)         in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)         any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Cash Balance”
shall mean, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.


 


“Cash Equivalents”
shall mean (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit of any commercial bank
having, or which is the principal banking subsidiary of a bank holding company having capital, surplus and undivided profits aggregating
in excess of $200,000,000, with maturities of not more than one year from the date of acquisition by any Person, (iii) repurchase
obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered
into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by any Person incorporated
in the United States rated at least A-1 or the equivalent thereof by S&P or at least B-1 or the equivalent thereof by Moody’s
and in each case maturing not more than one year after the date of acquisition by any other Person, and (v) investments in money
market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (iv)
above.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from
time to time, 42 U.S.C. § 9601 et seq.


 


“Change
of Control” shall mean (x) at any time when the ordinary Capital Stock of the Parent (or a parent company of the Parent
in a Qualified IPO) is not listed on an Approved Stock Exchange or at any time when a dividend is to be paid to the existing shareholders
of the Parent by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Permitted Holders in the
aggregate do not, directly or indirectly, control the Parent and beneficially own, directly or indirectly, at least 51% of the
issued Capital Stock of, and Equity Interest in, the Parent; or (y) at any time following the listing of the ordinary Capital
Stock of the Parent (or a parent company of the Parent in a Qualified IPO) on an Approved Stock Exchange:


 


(i)         any
Third Party:


 




    	 	-4-	 



     


    

 


		(A)	owns legally and/or beneficially
                                         and either directly or indirectly at least thirty three per cent (33%) of the ordinary
                                         share capital of the Parent; or



 


		(B)	has the right or the ability to
                                         control either directly or indirectly the affairs of or the composition of the majority
                                         of the board of directors (or equivalent) of the Parent; and



 


at the same time as any of
the events described in paragraphs (A) or (B) of this definition have occurred and are continuing, the Permitted Holders in the
aggregate do not, directly or indirectly, beneficially own at least 51% of the issued Capital Stock of, and Equity Interest in,
the Parent; or


 


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


 


(and, for the purpose of Section 11.16  
“control” of any company, limited partnership or other legal entity (a “body corporate”) controlled by
a Permitted Holder means that one or more members of a Permitted Holder in the aggregate has, directly or indirectly, the power
to direct the management and policies of such a body corporate, whether through the ownership of more than 50% of the issued voting
capital of that body corporate or by contract, trust or other arrangement).


 


“CIRR Agent”
shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 


“CIRR General
Terms and Conditions” shall mean the CIRR General Terms and Conditions for interest rate make-up in ship financing schemes
(August 29, 2012 edition).


 


“CIRR Representative”
shall mean KfW, acting in its capacity as CIRR mandatary in connection with this Agreement.


 


“Collateral”
shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported
to be granted) pursuant to any Security Document, including, without limitation, all Share Charge Collateral, all Earnings and
Insurance Collateral, the Construction Risk Insurance, the Vessel, each Refund Guarantee, the Construction Contract and all cash
and Cash Equivalents at any time delivered as collateral thereunder or as collateral required hereunder.


 


“Collateral
Agent” shall have the meaning provided in the first paragraph of this agreement, and shall include any successor thereto,
acting as mortgagee, security trustee or collateral agent for the Secured Creditors pursuant to the Security Documents.


 


“Collateral
and Guaranty Requirements” shall mean with respect to the Vessel, the requirement that:


 




    	 	-5-	 



     


    

 


(i)         (A)
the Borrower shall have duly authorized, executed and delivered an Assignment of Earnings and Insurances substantially in the
form of Exhibit G or otherwise reasonably acceptable to the Lead Arrangers (as modified, supplemented or amended from time to
time, the “Assignment of Earnings and Insurances”) (to the extent incorporated into or required by such Exhibit
or otherwise agreed by the Borrower and the Lead Arrangers) with appropriate notices, acknowledgements and consents relating thereto
and (B) the Borrower shall (x) use its commercially reasonable efforts to obtain an Assignment of Charters substantially in the
form of Exhibit H (as modified, supplemented or amended from time to time, the “Assignment of Charters”) with
(to the extent incorporated into or required by such Exhibit or otherwise agreed by the Borrower and the Lead Arrangers) appropriate
notices, acknowledgements and consents relating thereto for any charter or similar contract that has as of the execution date
of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (y) have obtained
a subordination agreement from the charterer for any Permitted Chartering Arrangement that the Borrower has entered into with
respect to the Vessel, and shall use commercially reasonable efforts to provide appropriate notices and consents related thereto,
together covering all of the Borrower’s present and future Earnings and Insurance Collateral, in each case together with:


 


(a)         proper
financing statements (Form UCC-1 or the equivalent) fully prepared for filing in accordance with the UCC or in other appropriate
filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect
or give notice to third parties of, as the case may be, the security interests purported to be created by the Assignment of Earnings
and Insurances; and


 


(b)         certified
copies of lien search results (Form UCC-11) listing all effective financing statements that name each Credit Party as debtor and
that are filed in the District of Columbia and Florida, together with Form UCC-3 Termination Statements (or such other termination
statements as shall be required by local law) fully prepared for filing if required by applicable law to terminate for any financing
statement which covers the Collateral except to the extent evidencing Permitted Liens.


 


(ii)         the
Borrower shall have duly authorized, executed and delivered an Assignment of Management Agreements in respect of the Management
Agreements for the Vessel substantially in the form of Exhibit O or otherwise reasonably acceptable to the Lead Arrangers (as
modified, supplemented or amended from time to time, the “Assignment of Management Agreements”) and shall have
obtained (or in the case of any Manager that is not a Subsidiary of the Parent, used commercially reasonable efforts to obtain)
a Manager’s Undertakings for the Vessel;


 


(iii)         the
Borrower shall have duly authorized, executed and delivered, and caused to be registered in the appropriate vessel registry a
first priority mortgage and a deed of covenants (as modified, amended or supplemented from time to time in accordance with the
terms thereof and hereof, and together with the Vessel Mortgage delivered pursuant to the definition of Flag Jurisdiction Transfer,
the “Vessel Mortgage”), substantially in the form of Exhibit I or otherwise reasonably acceptable to the Lead
Arrangers with respect to the Vessel,


 




    	 	-6-	 



     


    

 


and the Vessel Mortgage shall be effective
to create in favor of the Collateral Agent a legal, valid and enforceable first priority security interest, in and Lien upon the
Vessel, subject only to Permitted Liens;


 


(iv)         all
filings, deliveries of notices and other instruments and other actions by the Credit Parties and/or the Collateral Agent necessary
or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in clauses
(i) through and including (iii) above shall have been duly effected and the Collateral Agent shall have received evidence thereof
in form and substance reasonably satisfactory to the Collateral Agent; and


 


(v)         the
Facility Agent shall have received each of the following:


 


(a)         certificates
of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the
registered ownership of the Vessel by the Borrower; and


 


(b)         the
results of maritime registry searches with respect to the Vessel, indicating that the Vessel has been deleted from all new building
registers and that there are no record liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted
Liens; and


 


(c)         class
certificates reasonably satisfactory to it from Det Norske Veritas or another classification society listed on Schedule 8.21 hereto
(or another internationally recognized classification society reasonably acceptable to the Facility Agent), indicating that the
Vessel meets the criteria specified in Section 8.21; and


 


(d)         certified
copies of all Management Agreements; and


 


(e)         certified
copies of all ISM and ISPS Code documentation for the Vessel; and


 


(f)         the
Facility Agent shall have received a report, in substantially the form of Exhibit B-1 or otherwise reasonably acceptable to the
Facility Agent, from BankAssure or another firm of independent marine insurance brokers reasonably acceptable to the Facility
Agent with respect to the insurance maintained (or to be maintained) by the Credit Parties in respect of the Vessel, together
with a certificate in substantially the form of Exhibit B-2 or otherwise reasonably acceptable to the Facility Agent, from another
broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such
amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds and (ii) include
the Required Insurance.  In addition, the Borrower shall reimburse the Facility Agent for the reasonable and documented
costs of procuring customary mortgagee interest insurance and additional perils insurance in connection with the Vessel as contemplated
by Section 9.03 (including Schedule 9.03).


 




    	 	-7-	 



     


    

 


“Collateral
Disposition” shall mean (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person
(it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital
Stock of the Borrower or (ii) any Event of Loss of the Vessel.


 


“Commitment”
shall mean, for each Lender, the amount denominated in Euro set forth opposite such Lender’s name in Schedule 1.01(a) hereto
as the same may be (x) reduced from time to time pursuant to Sections 3.04, 3.05, 4.02 and/or 11 or (y) adjusted from time
to time as a result of assignments and/or transfers to or from such Lender pursuant to Section 2.12 or Section 13.


 


“Commitment
Termination Date” shall mean the date falling [*] after the last scheduled Delivery Date as at the date of this Agreement,
namely [*] or, where an Election Notice (as defined in Article 14, Clause 16.4 of the Construction Contract) has been issued by
the Yard pursuant to the said Article 14, Clause 16.4 of the Construction Contract, the date referred to above shall be extended
by the same period by which the Delivery Date has been extended pursuant to such Election Notice.


 


“Commitment
Commission” shall have the meaning provided in Section 3.01(a).


 


“Consolidated
Debt Service” shall mean, for any relevant period, the sum (without double counting), determined in accordance with
GAAP, of:


 


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



 


		(a)	principal of any such Indebtedness
                                         for Borrowed Money prepaid at the option of the relevant member of the NCLC Group or
                                         by virtue of “cash sweep”
                                         or “special liquidity” cash sweep provisions (or analogous provisions) in
                                         any debt facility of the NCLC Group;



 


		(b)	principal of any such Indebtedness
                                         for Borrowed Money prepaid upon a sale or an Event of Loss of any vessel (as if references
                                         in that definition were to all vessels and not just the Vessel) owned or leased under
                                         a capital lease by any member of the NCLC Group; and



 


		(c)	balloon payments of any such Indebtedness
                                         for Borrowed Money payable during such period (and for the purpose of this paragraph
                                         (c) a “balloon payment” shall not include any scheduled repayment installment
                                         of such Indebtedness for Borrowed Money which forms part of the balloon);



 


		(ii)	Consolidated Interest Expense for
                                         such period;



 


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



 




    	 	-8-	 



     


    

 


of the NCLC Group (other than
the Parent, or one of its wholly owned Subsidiaries) or any Dividends other than the tax distributions described in Section 10.03(ii)
in each case paid during such period; and


 


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



 


as calculated in accordance with GAAP
and derived from the then latest consolidated unaudited financial statements of the NCLC Group delivered to the Facility Agent
in the case of any period ending at the end of any of the first three fiscal quarters of each fiscal year of the Parent and the
then latest audited consolidated financial statements (including all additional information and notes thereto) of the Parent and
its consolidated Subsidiaries together with the auditors’ report delivered to the Facility Agent in the case of the final
quarter of each such fiscal year.


 


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


 


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



 


(ii)         the
aggregate amounts deducted in determining Consolidated Net Income for such period in respect of gains and losses from the sale
of assets or reserves relating thereto, Consolidated Interest Expense, depreciation and amortization, impairment charges and any
other non-cash charges and deferred income tax expense for such period.


 


“Consolidated
Interest Expense” shall mean, for any relevant period, the consolidated interest expense (excluding capitalized interest)
of the NCLC Group for such period.


 


“Consolidated
Net Income” shall mean, for any relevant period, the consolidated net income (or loss) of the NCLC Group for such period
as determined in accordance with GAAP.


 


“Construction
Contract” shall mean the Shipbuilding Contract (in relation to Hull No. [*]) for the Vessel, dated as of [*], among
the Parent, the Borrower and the Yard, as such Shipbuilding Contract may be amended, modified or supplemented from time to time
in accordance with the terms thereof and hereof.


 


“Construction
Risk Insurance” shall mean any and all insurance policies related to the Construction Contract and the construction
of the Vessel.


 


“Credit Documents”
shall mean this Agreement, the Supplemental Agreement, any Fee Letters, each Security Document, the Security Trust Deed, any Transfer
Certificate, any Assignment Agreement, the Interaction Agreement and, after the execution and delivery thereof, each additional
guaranty or additional security document executed pursuant to Section 9.10.


 




    	 	-9-	 



     


    

 


“Credit Document
Obligations” shall mean, except to the extent consisting of obligations, liabilities or indebtedness with respect to
Interest Rate Protection Agreements or Other Hedging Agreements, the full and prompt payment when due (whether at the stated maturity,
by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium,
interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding
or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit Party at the rate provided
for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of
each Credit Party to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned
obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans and/or Commitments),
whether now existing or hereafter incurred under, arising out of, or in connection with this Agreement and the other Credit Documents
to which such Credit Party is a party (including, in the case of each Credit Party that is a Guarantor, all such obligations,
liabilities and indebtedness of such Credit Party under the Parent Guaranty) and the due performance and compliance by such Credit
Party with all of the terms, conditions and agreements contained in this Agreement and in such other Credit Documents.


 


“Credit Party”
shall mean the Borrower, the Parent and each Subsidiary of the Parent that owns a direct interest in the Borrower.


 


“Default”
shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulting
Lender” shall mean any Lender with respect to which a Lender Default is in effect.


 


“Delivery Date”
shall mean the date of delivery of the Vessel to the Borrower, which, as of the Effective Date, is scheduled to occur during the
period [*] up to and including [*].


 


“Discharged
Rights and Obligations” shall have the meaning provided in Section 13.06(c).


 


“Dispute”
shall have the meaning provided in Section 14.07(a).  


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:


 


(1) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale),


 


(2) is convertible or exchangeable
for Indebtedness or Disqualified Stock of such Person, or


 


(3) is redeemable at the option
of the holder thereof, in whole or in part (other  than solely as a result of a change of control or asset sale), in
each case prior to 91 days


 




    	 	-10-	 



     


    

 


after the Maturity Date; provided, however,
that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or
is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided,
however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Parent
or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Parent in order to satisfy applicable statutory or regulatory obligations or as a
result of such employee’s termination, death or disability; provided, further, that any class
of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of
Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.


 


“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 this Agreement (or otherwise in order for the transactions contemplated
by the Credit Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties
to this Agreement; 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 to this Agreement preventing such party, or any other party to this Agreement:


 


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


 


(ii)        from
communicating with other parties to this Agreement in accordance with the terms of the Credit Documents,


 


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


 


“Dividend”
shall mean, with respect to any Person, that such Person or any Subsidiary of such Person has declared or paid a dividend or returned
any equity capital to its stockholders, partners or members or the holders of options or warrants issued by such Person with respect
to its Capital Stock or membership interests or authorized or made any other distribution, payment or delivery of property (other
than common stock or the right to purchase any of such stock of such Person) or cash to its stockholders, partners or members
or the holders of options or warrants issued by such Person with respect to its Capital Stock or membership interests as such,
or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of
its Capital Stock or any other Capital Stock outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its Capital Stock or other Equity Interests), or set aside any funds for any of the foregoing purposes,
or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of
the Capital Stock or any other Equity


 




    	 	-11-	 



     


    

 


Interests of such Person outstanding on
or after the Effective Date (or any options or warrants issued by such Person with respect to its Capital Stock or other Equity
Interests).  Without limiting the foregoing, “Dividends” with respect to any Person shall also include all
payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.


 


“Dollars”
and the sign “$” shall each mean lawful money of the United States.


 


“Dollar Equivalent”
shall mean, with respect to the Euro denominated Commitments being utilized on a Borrowing Date, the amount calculated by applying
(x) in the event that the Borrower and/or the Parent have entered into Earmarked Foreign Exchange Arrangements with respect to
the installment payment to be partially financed by the Loans to be disbursed on such Borrowing Date, the EUR/USD weighted average
rate with respect to such Borrowing Date (i) as notified by the Borrower to the Facility Agent in the Borrowing Notice at least
three Business Days prior to the relevant Borrowing Date, (ii) which EUR/USD weighted average rate for any particular set of Earmarked
Foreign Exchange Arrangements shall take account of all applicable foreign exchange spot, forward and derivative arrangements,
including collars, options and the like, entered into in respect of such Borrowing Date and (iii) for which the Borrower has provided
evidence to the Facility Agent to determine which foreign exchange arrangements (including spot transactions) will be the Earmarked
Foreign Exchange Arrangements that shall apply to such Borrowing Date and (y) in the event that the Borrower and/or the Parent
have not entered into Earmarked Foreign Exchange Arrangements with respect to the installment payment to be partially or wholly
funded by the Loans to be disbursed on such Borrowing Date, the Spot Rate applicable to such Borrowing Date.


 


“Dormant Subsidiary”
means a Subsidiary that owns assets in an amount equal to no more than $5,000,000 or is dormant or otherwise inactive.


 


“Earmarked
Foreign Exchange Arrangements” shall mean the Euro/Dollar foreign exchange arranged by the Borrower and/or the Parent
in connection with an installment payment to be partially financed by the Loans to be disbursed on the date on which such installment
payment is to be made.  


 


“Earnings and
Insurance Collateral” shall mean all “Earnings” and “Insurances”, as the case may be, as defined
in the Assignment of Earnings and Insurances.


 


“Effective
Date” has the meaning specified in Section 14.09.


 


“Eligible Transferee”
shall mean and include a commercial bank, insurance company, financial institution, fund or other Person which regularly purchases
interests in loans or extensions of credit of the types made pursuant to this Agreement.


 


“Environmental
Approvals” shall have the meaning provided in Section 8.17(b).


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, relating in any way to any Environmental Law or any permit issued,


 




    	 	-12-	 



     


    

 


or any approval given, under any such
Environmental Law (hereafter, “Claims”), including, without limitation, (a) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief in connection with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.


 


“Environmental
Law” shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding
and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent
decree or judgment, to the extent binding on the Parent or any of its Subsidiaries, relating to the environment, and/or Hazardous
Materials, including, without limitation, CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et
seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Occupational Safety and Health
Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state
and local or foreign counterparts or equivalents, in each case as amended from time to time.


 


“Environmental
Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing or migration into the environment.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Euro”
and the sign “€” shall each mean single currency in the member states of the European Communities that
adopt or have adopted the Euro as its lawful currency under the legislation of the European Union for European Monetary Union.


 


“Eurodollar
Rate” shall mean with respect to each Interest Period for a Loan, the offered rate for deposits of Dollars for a period
equivalent to such period at or about 11:00 A.M. (Frankfurt time) on the second Business Day before the first day of such period
as is displayed on Reuters LIBOR 01 Page (or such other service as may be nominated by the British Bankers’ Association
as the information vendor for displaying the London Interbank Offered Rates of major banks in the London Interbank Market) (the
“Screen Rate”), provided that if on such date no such rate is so displayed, the Eurodollar Rate for
such period shall be the arithmetic average (rounded up to five decimal places) of the rate quoted to the Facility Agent by the
Reference Banks for deposits of Dollars in an amount approximately equal to the amount in relation to which the Eurodollar Rate
is to be determined for a period equivalent to such applicable Interest Period by the prime banks in the London interbank Eurodollar
market at or about 11:00 A.M. (Frankfurt time) on the second Business Day before the first day of such period (rounded up to five
decimal places).  


 


“Event of Default”
shall have the meaning provided in Section 11.


 




    	 	-13-	 



     


    

 


“Event of Loss”
shall mean any of the following events: (x) the actual or constructive total loss of the Vessel or the agreed or compromised total
loss of the Vessel; or (y) the capture, condemnation, confiscation, requisition (but excluding any requisition for hire by
or on behalf of any government or governmental authority or agency or by any persons acting or purporting to act on behalf of
any such government or governmental authority or agency), purchase, seizure or forfeiture of, or any taking of title to, the Vessel.  An
Event of Loss shall be deemed to have occurred: (i) in the event of an actual loss of the Vessel, at the time and on the date
of such loss or if such time and date are not known at noon Greenwich Mean Time on the date which the Vessel was last heard from;
(ii) in the event of damage which results in a constructive or compromised or arranged total loss of the Vessel, at the time and
on the date on which notice claiming the loss of the Vessel is given to the insurers; or (iii) in the case of an event referred
to in clause (y) above, at the time and on the date on which such event is expressed to take effect by the Person making the same.  Notwithstanding
the foregoing, if the Vessel shall have been returned to the Borrower or any Subsidiary of the Borrower following any event referred
to in clause (y) above prior to the date upon which payment is required to be made under Section 4.02(b) hereof, no Event of Loss
shall be deemed to have occurred by reason of such event so long as the requirements set forth in Section 9.10 have been satisfied.


 


“Excluded Taxes”
shall have the meaning provided in Section 4.04(a).


 


“Existing Lender”
shall have the meaning provided in Section 13.01.


 


“Facility Agent”
shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 


“Facility Office”
means (a) in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing on or before
the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office
or offices through which it will perform its obligations under this Agreement; or (b) in respect of any other Lender Creditor,
the office in the jurisdiction in which it is resident for tax purposes.


 


“Fee Letter”
means any letter or letters entered into by reference to this Agreement and/or the Supplemental Agreement between any or all of
the Facility Agent, the Initial Mandated Lead Arranger and/or the Lenders and (in any case) the Borrower setting out the amount
of certain fees referred to in, or payable in connection with, this Agreement and/or the Supplemental Agreement.


 


“Final Construction
Price” shall mean the actual final construction price of the Vessel.


 


“First Hermes
Instalment” shall have the meaning provided in Section 2.02(a)(ii).


 


“Fixed Interest
Payment Date” shall mean (i) prior to the Delivery Date, each sixth month anniversary of the Initial Borrowing Date,
(ii) the Delivery Date and (iii) after the Delivery Date, each semi-annual date on which a Scheduled Repayment is required to
be made pursuant to Section 4.02(a) (or, if any of the above dates does not fall on a Business Day, the Fixed Interest Payment
Date shall fall on the first Business Day falling after such date).


 




    	 	-14-	 



     


    

 


“Fixed Rate”
shall mean 2.98% per annum (which includes 0.4% per annum, being the administrative fee).


 


“Fixed Rate
Interest Period” shall mean the period commencing on the Initial Borrowing Date and ending on the immediately succeeding
Fixed Interest Payment Date and thereafter each period commencing on a Fixed Interest Payment Date and ending on the immediately
succeeding Fixed Interest Payment Date.


 


“Flag Jurisdiction
Transfer” shall mean the transfer of the registration and flag of the Vessel from one Acceptable Flag Jurisdiction to
another Acceptable Flag Jurisdiction, provided that the following conditions are satisfied with respect to such transfer:


 


(i)         On
each Flag Jurisdiction Transfer Date, the Borrower shall have duly authorized, executed and delivered, and caused to be recorded
in the appropriate vessel registry a Vessel Mortgage that is reasonably satisfactory in form and substance to the Facility Agent
with respect to the Vessel and such Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders
a legal, valid and enforceable first priority security interest, in and lien upon the Vessel, subject only to Permitted Liens.  All
filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent
to perfect and preserve such security interests shall have been duly effected and the Collateral Agent shall have received evidence
thereof in form and substance reasonably satisfactory to the Collateral Agent.


 


(ii)         On
each Flag Jurisdiction Transfer Date, to the extent that any Security Documents are released or discharged pursuant to Section
14.21(b), the Borrower shall have duly authorized, executed and delivered corresponding Security Documents in favor of the Collateral
Agent for the new Acceptable Flag Jurisdiction.


 


(iii)         On
each Flag Jurisdiction Transfer Date, the Facility Agent shall have received from counsel, an opinion addressed to the Facility
Agent and each of the Lenders and dated such Flag Jurisdiction Transfer Date, which shall (x) be in form and substance reasonably
acceptable to the Facility Agent and (y) cover the recordation of the security interests granted pursuant to the Vessel Mortgage
to be delivered on such date and such other matters incident thereto as the Facility Agent may reasonably request.


 


(iv)         On
each Flag Jurisdiction Transfer Date:


 


(A)         The
Facility Agent shall have received (x) certificates of ownership from appropriate authorities showing (or confirmation updating
previously reviewed certificates and indicating) the registered ownership of the Vessel transferred on such date by the Borrower
and (y) the results of maritime registry searches with respect to the Vessel transferred on such date, indicating no recorded
liens other than Liens in favor of the Collateral Agent and/or the Lenders and, if applicable and to the extent recordable, Permitted
Liens.


 


(B)         The
Facility Agent shall have received a report, in form and scope reasonably satisfactory to the Facility Agent, from a firm of independent
marine insurance brokers reasonably acceptable to the Facility Agent with respect to the


 




    	 	-15-	 



     


    

 


insurance maintained by the Credit
Party in respect of the Vessel transferred on such date, together with a certificate from another broker certifying that such
insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks,
and in such form, as are customarily insured against by similarly situated insureds for the protection of the Facility Agent and/or
the Lenders as mortgagee and (ii) conform with the Required Insurance applicable to the Vessel.


 


(v)         On
or prior to each Flag Jurisdiction Transfer Date, the Facility Agent shall have received a certificate, dated the Flag Jurisdiction
Transfer Date, signed by any one of the chairman of the board, the president, any vice president, the treasurer or an authorized
manager, member, general partner, officer or attorney-in-fact of the Borrower, certifying that (A) all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection with the Flag Jurisdiction Transfer being consummated
on such date and otherwise referred to herein shall have been obtained and remain in effect or that no such approvals and/or consents
are required, (B) there exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions
upon such Flag Jurisdiction Transfer or the other related transactions contemplated by this Agreement and (C) copies of resolutions
approving the Flag Jurisdiction Transfer of the Borrower and any other related matters the Facility Agent may reasonably request.


 


(vi)         On
each Flag Jurisdiction Transfer Date, the Collateral and Guaranty Requirements for the Transferred Collateral Vessel shall have
been satisfied or waived by the Facility Agent for a specific period of time.


 


“Flag Jurisdiction
Transfer Date” shall mean the date on which a Flag Jurisdiction Transfer occurs.


 


“Floating Rate”
shall mean the percentage rate per annum equal to the aggregate of (a) the Applicable Margin plus (b) the Eurodollar Rate plus
(c) any Mandatory Costs.


 


“Floating Rate
Interest Period” shall have the meaning provided in Section 2.08.


 


“Free Liquidity”
shall mean, at any date of determination, the aggregate of the Cash Balance and any Commitments under this Agreement or any other
amounts available for drawing under other revolving or other credit facilities of the NCLC Group, which remain undrawn, could
be drawn for general working capital purposes or other general corporate purposes and would not, if drawn, be repayable within
six months.


 


“GAAP”
shall have the meaning provided in Section 14.06(a).


 


“Grace Period”
shall have the meaning provided in Section 11.05(c).


 


“Guarantor”
shall mean Parent.


 


“Hazardous
Materials” shall mean: (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that
is or could become friable, urea formaldehyde


 




    	 	-16-	 



     


    

 


foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals,
materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,”
“hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic
substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar
import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any governmental authority under Environmental Laws.


 


“Heads of Terms”
shall have the meaning provided in Section 14.09.


 


“Hermes”
shall mean the Federal Republic of Germany represented by the Federal Ministry of Economics and Technology (Bundesministerium
für Wirtschaft und Technologie) represented by Euler Hermes Kreditversicherungs-AG and PriceWaterhouseCoopers Wirtschaftsprüfungsgesellschaft
AG.


 


“Hermes Agent”
shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto, acting as attorney-in-fact
for the Lenders with respect to the Hermes Cover to the extent described in this Agreement.  


 


“Hermes Cover”
shall mean the export credit guarantee (Exportkreditgarantie) on the terms of Hermes’ Declaration of Guarantee (Gewährleistungs-Erklärung)
for [*] of the principal amount of the Loans and any interests and secondary financing costs of the Federal Republic of Germany
acting through Euler Hermes Kreditversicherungs-AG for the period of the Loans on the terms and conditions applied for by the
Lenders, and shall include any successor thereto (it being understood that the Hermes Cover shall be issued on the basis of Hermes’
applicable Hermes guidelines (Richtlinien) and general terms and conditions (Allgemeine Bedingungen)).


 


“Hermes Issuing
Fees” shall mean the amount of [*] payable in Euro by the Borrower to Hermes through the Hermes Agent by way of handling
fees in respect of the Hermes Cover.


 


“Hermes Premium”
shall mean the amount payable in Euro by the Borrower to Hermes through the Hermes Agent in respect of the Hermes Cover, which
shall not exceed [*], and which shall include the Additional Hermes Premium.


 


“Impaired Agent”
shall mean an Agent at any time when:


 


		(i)	it has failed to make (or has notified
                                         a party to this Agreement that it will not make) a payment required to be made by it
                                         under the Credit Documents by the due date for payment;



 


		(ii)	such Agent otherwise rescinds or
                                         repudiates a Credit Document;



 


		(iii)	(if such Agent is also a Lender)
                                         it is a Defaulting Lender; or



 




    	 	-17-	 



     


    

 


		(iv)	an Insolvency Event has occurred
                                         and is continuing with respect to such Agent



 


unless, in the case
of paragraph (i) above: (a) its failure to pay is caused by administrative or technical error or a Disruption Event, and payment
is made within five Business Days of its due date; or (b) such Agent is disputing in good faith whether it is contractually obliged
to make the payment in question.


 


“Indebtedness”
shall mean any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future,
actual or contingent including, without limitation, pursuant to an Interest Rate Protection Agreement or Other Hedging Agreement.


 


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


 


		(i)	moneys borrowed or raised;



 


		(ii)	the advance or extension of credit
                                         (including interest and other charges on or in respect of any of the foregoing);



 


		(iii)	the amount of any liability in
                                         respect of leases which, in accordance with GAAP, are capital leases;



 


		(iv)	the amount of any liability in respect
                                         of the purchase price for assets or services payment of which is deferred for a period
                                         in excess of 180 days;



 


		(v)	all reimbursement obligations whether
                                         contingent or not in respect of amounts paid under a letter of credit or similar instrument;
                                         and



 


		(vi)	(without double counting) any guarantee
                                         of Indebtedness falling within paragraphs (i) to (v) above;



 


provided that the following
shall not constitute Indebtedness for Borrowed Money:


 


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



 


		(b)	loans and advances made by any shareholder
                                         of the Parent which are subordinated to the rights of the Lenders on terms reasonably
                                         satisfactory to the Facility Agent; and



 


		(c)	any liabilities of the Parent
                                         or any other member of the NCLC Group under any Interest Rate Protection Agreement or
                                         any Other Hedging Agreement or other derivative transactions of a non-speculative nature.



 


“Information”
shall have the meaning provided in Section 8.10(a).


 




    	 	-18-	 



     


    

 


“Initial Borrowing
Date” shall mean the date occurring on or after the Effective Date on which the initial Borrowing of Loans hereunder
occurs, which date shall, subject to Section 5, coincide with the date of payment of the first installment of the Initial Construction
Price for the Vessel under the Construction Contract.


 


“Initial Construction
Price” shall mean an amount of up to €698,370,000 for the construction of the Vessel pursuant to the Construction
Contract, payable by the Borrower to the Yard through the four installments of the Contract Price referred to in Article
8, Clauses 2.1(i) through and including (iv) of the Construction Contract (each, a “Pre-delivery Installment”)
and the installment of the Contract Price referred to in Article 8, Clause 2.1(v) of the Construction Contract
(as such amount may be modified in accordance with the Construction Contract).


 


“Initial Mandated
Lead Arranger” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor
thereto.


 


“Initial Syndication
Date” shall mean the date, if applicable, on which KfW IPEX-Bank GmbH ceases to be the only Lender by transferring all
or part of its rights as a Lender under this Agreement to one or more banks or financial institutions pursuant to Section 13.


 


“Insolvency
Event” in relation to any of the parties to this Agreement shall mean that such party:


 


		(i)	is dissolved (other than pursuant
                                         to a consolidation, amalgamation or merger);



 


		(ii)	becomes insolvent or is unable to
                                         pay its debts or fails or admits in writing its inability generally to pay its debts
                                         as they become due;



 


		(iii)	makes a general assignment, arrangement
                                         or composition with or for the benefit of its creditors;



 


		(iv)	institutes or has instituted against
                                         it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative
                                         or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization
                                         or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency
                                         or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar
                                         law affecting creditors’ rights, or a petition is presented for its winding-up
                                         or liquidation by it or such regulator, supervisor or similar official;



 


		(v)	has instituted against it a proceeding
                                         seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy
                                         or insolvency law or other similar law affecting creditors' rights, or a petition is
                                         presented for its winding-up or liquidation, and, in the case of any such proceeding
                                         or petition instituted or presented against it, such proceeding or petition is instituted
                                         or presented by a person or entity not described in paragraph (iv)



 




    	 	-19-	 



     


    

 


above and (a) results in a judgment
of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(b) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;


 


		(vi)	has exercised in respect of it one
                                         or more of the stabilization powers pursuant to Part 1 of the Banking Act 2009 and/or
                                         has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking
                                         Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;



 


		(vii)	has a resolution passed for its
                                         winding-up, official management or liquidation (other than pursuant to a consolidation,
                                         amalgamation or merger);



 


		(viii)	seeks or becomes subject to the
                                         appointment of an administrator, provisional liquidator, conservator, receiver, trustee,
                                         custodian or other similar official for it or for all or substantially all its assets;



 


		(ix)	has a secured party take possession
                                         of all or substantially all its assets or has a distress, execution, attachment, sequestration
                                         or other legal process levied, enforced or sued on or against all or substantially all
                                         its assets and such secured party maintains possession, or any such process is not dismissed,
                                         discharged, stayed or restrained, in each case within 30 days thereafter;



 


		(x)	causes or is subject to any event
                                         with respect to it which, under the applicable laws of any jurisdiction, has an analogous
                                         effect to any of the events specified in paragraphs (i) to (ix) above; or



 


		(xi)	takes any action in furtherance
                                         of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing
                                         acts.



 


“Interaction
Agreement” shall mean the interaction agreement executed or to be executed by, inter alia (i) each Lender that
elects to become a Refinanced Bank, (ii) the CIRR Representative, and (iii) the CIRR Agent substantially in the form of Exhibit
C.


 


“Interest Determination
Date” shall mean, with respect to any Loan, the second Business Day prior to the commencement of any Interest Period
relating to such Loan.


 


“Interest Period”
shall mean either the Fixed Rate Interest Period or, as the context may require, the Floating Rate Interest Period.


 


“Interest Rate
Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement entered into between
a Lender or its Affiliate, or a Lead Arranger or its Affiliate, and the Parent and/or the Borrower in relation to the Credit Document
Obligations of the Borrower under this Agreement.


 




    	 	-20-	 



     


    

 


“Investments”
shall have the meaning provided in Section 10.04.


 


“KfW”
shall mean KfW in its capacity as refinancing bank with respect to the KfW Refinancing.


 


“KfW Refinancing”
shall mean the refinancing of the respective loans of the Refinanced Banks hereunder with KfW pursuant to the CIRR General Terms
and Conditions, as modified by the parties to the KfW Refinancing pursuant to, inter alia, the Interaction Agreement.


 


“Lead Arrangers”
shall mean the Initial Mandated Lead Arranger together with and any other bank or financial institution appointed as an arranger
by the Initial Mandated Lead Arranger and the Borrower for the purpose of this Agreement.


 


“Lender”
shall mean each financial institution listed on Schedule 1.01(a), as well as any Person which becomes a “Lender”
hereunder pursuant to Section 13.


 


“Lender Creditors”
shall mean the Lenders holding from time to time outstanding Loans and/or Commitments and the Agents, each in their respective
capacities.


 


“Lender Default”
shall mean, as to any Lender, (i) the wrongful refusal (which has not been retracted) of such Lender or the failure of such Lender
to make available its portion of any Borrowing, unless such failure to pay is caused by administrative or technical error or a
Disruption Event and payment is made within three Business Days of its due date; (ii) such Lender having been deemed insolvent
or having become the subject of a takeover by a regulatory authority or with respect to which an Insolvency Event has occurred
and is continuing; (iii) such Lender having notified the Facility Agent and/or any Credit Party (x) that it does not intend to
comply with its obligations under Section 2.01 in circumstances where such non-compliance would constitute a breach of such Lender’s
obligations under such Section or (y) of the events described in preceding clause (ii); or (iv) such Lender not being in compliance
with its refinancing obligations owed to KfW under its respective Refinancing Agreement or the Interaction Agreement.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording
or notice statute, and any lease having substantially the same effect as any of the foregoing); provided that in no event
shall an operating lease be deemed to constitute a Lien.


 


“Lim Family”
shall mean:


 


(i)           the
late Tan Sri Lim Goh Tong;


 


(ii)          his
spouse;


 


(iii)         his
direct lineal descendants;


 




    	 	-21-	 



     


    

 


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


 


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



 


“Loan”
and “Loans” shall have the meaning provided in Section 2.01.


 


“Management
Agreements” shall mean any agreements entered into by the Borrower with the Manager or such other commercial manager
and/or a technical manager with respect to the management of the Vessel, in each case which agreements and manager shall be reasonably
acceptable to the Facility Agent (it being understood that NCL (Bahamas) Ltd. is acceptable and the form of management agreement
attached as Annex A to Exhibit O is acceptable).


 


“Manager”
shall mean (i) the company providing commercial and technical management and crewing services for the Vessel, which is contemplated
to be, as of the Delivery Date, NCL Corporation Ltd., a company organized and existing under the laws of Bermuda, or NCL (Bahamas)
Ltd., a company organized and existing under the laws of Bermuda (and each of which is approved for such purpose) or (ii) such
other commercial manager and/or technical manager with respect to the management of the Vessel reasonably acceptable to the Facility
Agent.


 


“Manager’s
Undertakings” shall mean the undertakings, provided by the Manager respecting the Vessel, including, inter alia,
a statement satisfactory to the Facility Agent that any lien in favor of the Manager respecting the Vessel is subject and subordinate
to the Vessel Mortgage in substantially the form attached to the Assignment of Management Agreements or otherwise reasonably satisfactory
to the Facility Agent.


 


“Mandatory
Costs” means the percentage rate per annum calculated in accordance with Schedule 1.01(b).


 


“Market Disruption
Event” shall mean:


 


		(i)	at or about noon on the Interest
                                         Determination Date for the relevant Interest Period the Screen Rate is not available
                                         and none or (unless at such time there is only one Lender) only one of the Lenders supplies
                                         a rate to the Facility Agent to determine the Eurodollar Rate for the relevant Interest
                                         Period; or



 


		(ii)	before 5:00 P.M. Frankfurt
                                         time on the Interest Determination Date for the relevant Interest Period, the Facility
                                         Agent receives notifications from Lenders the sum of whose Commitments and/or outstanding
                                         Loans at such time equal at least 50% of the sum of the Total Commitments and/or aggregate
                                         outstanding Loans of the Lenders at such time that (x) the cost to such Lenders of obtaining
                                         matching deposits in the London interbank Eurodollar market for the relevant Interest
                                         Period would be in excess of the Eurodollar Rate for such Interest Period or (y) such
                                         Lenders are unable to obtain funding in the London interbank Eurodollar market.



 




    	 	-22-	 



     


    

 


“Material Adverse
Effect” shall mean the occurrence of anything since June 30, 2012 which has had or would reasonably be expected to have
a material adverse effect on (x) the property, assets, business, operations, liabilities, or condition (financial or otherwise)
of the Parent and its subsidiaries taken as a whole, (y) the consummation of the transactions hereunder, the acquisition of the
Vessel and the Construction Contract, or (z) the rights or remedies of the Lenders, or the ability of the Parent and its relevant
Subsidiaries to perform their obligations owed to the Lenders and the Agents under this Agreement.


 


“Materials
of Environmental Concern” shall have the meaning provided in Section 8.17(a).


 


“Maturity Date”
shall mean the twelfth anniversary of the Borrowing Date in relation to the Delivery Date or, if earlier, the date falling 11
years and 6 months after the date on which the first Scheduled Repayment is required to be made pursuant to Section 4.02(a).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors.


 


“NCLC Fleet”
shall mean the vessels owned by the companies in the NCLC Group.


 


“NCLC Group”
shall mean the Parent and its Subsidiaries.


 


“New Lender”
shall mean a Person who has been assigned the rights or transferred the rights and obligations of an Existing Lender, as the case
may be, pursuant to the provisions of Section 14.


 


“Non-Defaulting
Lender” shall mean and include each Lender other than a Defaulting Lender.


 


“Notice of
Borrowing” shall have the meaning provided in Section 2.03.


 


“Notice Office”
shall mean in the case of the Facility Agent and the Hermes Agent, the office of the Facility Agent and the Hermes Agent located
at Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany, Attention: Ship Finance, X2a4, Claudia Wenzel, fax: +49 69 7431
3768, email: claudia.wenzel@kfw.de or such other office as the Facility Agent may hereafter designate in writing as such to the
other parties hereto or such other office as the Facility Agent or the Hermes Agent may hereafter designate in writing as such
to the other parties hereto.


 


“OPA”
shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.


 


“Other Creditors”
shall mean any Lender or any Affiliate thereof and their successors, transferees and assigns if any (even if such Lender subsequently
ceases to be a Lender under this Agreement for any reason), together with such Lender’s or Affiliate’s successors,
transferees and assigns, with which the Parent and/or the Borrower enters into any Interest Rate Protection Agreements or Other
Hedging Agreements from time to time.


 




    	 	-23-	 



     


    

 


“Other Hedging
Agreement” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar
agreements or arrangements entered into between a Lender or its Affiliate, or a Lead Arranger or its Affiliates, and the Parent
and/or the Borrower in relation to the Credit Document Obligations of the Borrower under this Agreement and designed to protect
against the fluctuations in currency or commodity values.


 


“Other Obligations”
shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations,
liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding
or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit Party at the rate provided
for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing
by any Credit Party to the Other Creditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging
Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising,
and the due performance and compliance by such Credit Party with all of the terms, conditions and agreements contained therein.


 


“Parent”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Parent Guaranty”
shall mean the guaranty of the Parent pursuant to Section 15.


 


“PATRIOT Act”
shall have the meaning provided in Section 14.09.


 


“Payment Office”
shall mean the office of the Facility Agent located at Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany, or such other
office as the Facility Agent may hereafter designate in writing as such to the other parties hereto.


 


“Permitted
Change Orders” shall mean change orders and similar arrangements under the Construction Contract which increase the
Initial Construction Price to the extent that the aggregate amount of such increases does not exceed [*] (it being understood
that the actual amount of change orders and similar arrangements may exceed [*]).


 


“Permitted
Chartering Arrangements” shall mean:  


 


		(i)	any charter or other form of deployment
                                         (other than a demise or bareboat charter) of the Vessel made between members of the NCLC
                                         Group;



 


		(ii)	any demise or bareboat charter
                                         of the Vessel made between members of the NCLC Group provided that (a) each of the Borrower
                                         and the charterer assigns the benefit of any such charter or sub-charter to the Collateral
                                         Agent, (b) each of the Borrower and the charterer assigns its interest in the insurances
                                         and earnings in respect of the Vessel to the Collateral Agent, and (c) the charterer
                                         agrees to subordinate its interests in the Vessel to the interests of the Collateral
                                         Agent as mortgagee of the Vessel, all on terms and conditions reasonably acceptable to
                                         the Collateral Agent;



 




    	 	-24-	 



     


    

 


		(iii)	any charter or other form of
                                         deployment of the Vessel to a charterer that is not a member of the NCLC Group provided
                                         that no such charter or deployment shall be made (a) on a demise or bareboat basis, or
                                         (b) for a period which, including the exercise of any options for extension, could be
                                         for longer than 13 months, or (c) other than at or about market rate at the time when
                                         the charter or deployment is fixed; and



 


		(iv)	any charter or other form of
                                         deployment in respect of the Vessel entered into after the Effective Date and which is
                                         permissible under the provisions of any financing documents relating to the Vessel.



 


“Permitted
Holders” shall mean (i) the Lim Family (together or individually) and (ii) Apollo and any Person directly controlled
by Apollo.


 


“Permitted
Liens” shall have the meaning provided in Section 10.01.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government
or political subdivision, department or instrumentality thereof.


 


“Pledgor”
shall mean NCL Corporation Ltd. or any direct or indirect Subsidiary of the Parent which directly owns any of the Capital Stock
of the Borrower.


 


“Pre-delivery
Installment” shall have the meaning provided in the definition of “Initial Construction Price”.


 


“Pro Rata Share”
shall have the definition provided in Section 4.05.


 


“Projections”
shall mean any projections and any forward-looking statements (including statements with respect to booked business) of the NCLC
Group furnished to the Lenders or the Facility Agent by or on behalf of any member of the NCLC Group prior to the Effective Date.


 


“Qualified
IPO” means an initial public offering of the Parent or a parent company of the Parent in either case on an Approved
Stock Exchange resulting in at least $100,000,000 of equity (x) in the case of an initial public offering by a parent company
of the Parent, being contributed to the Parent or (y) in the case of an initial public offering by the Parent, sold by the
Parent.


 


“Reference
Banks” shall mean the Initial Mandated Lead Arranger and any additional Reference Bank and/or replacement Reference
Bank appointed by the Facility Agent pursuant to Section 2.09(f).


 


“Refinancing
Agreement” shall mean each refinancing agreement in respect of the KfW Refinancing.


 


“Refinanced
Bank” shall mean each Lender participating in the KfW Refinancing.


 




    	 	-25-	 



     


    

 


“Refund Guarantee”
shall mean a, or if more than one, each refund guarantee arranged by the Yard in respect of a Pre-delivery Installment and provided
by one or more financial institutions contemplated by the Construction Contract, or by other financial institutions reasonably
satisfactory to the Lead Arrangers, as credit support for the Yard’s obligations thereunder.


 


“Register”
shall have the meaning provided in Section 14.15.


 


“Relevant Obligations”
shall have the meaning provided in Section 13.07(c)(ii).


 


“Repayment
Date” shall mean each semi-annual date on which a Scheduled Repayment is required to be made pursuant to Section
4.02(a).


 


“Replaced Lender”
shall have the meaning provided in Section 2.12.


 


“Replacement
Lender” shall have the meaning provided in Section 2.12.


 


“Representative”
shall have the meaning provided in Section 4.05(d).


 


“Required Insurance”
shall have the meaning provided in Section 9.03.


 


“Required Lenders”
shall mean, at any time, Non-Defaulting Lenders, the sum of whose outstanding Commitments and/or principal amount of Loans at
such time represent an amount greater than 66-2⁄3% of the sum of the Total Commitment (less the aggregate Commitments
of all Defaulting Lenders at such time) and the aggregate principal amount of outstanding Loans (less the amount of outstanding
Loans of all Defaulting Lenders at such time).  


 


“Restatement
Date” shall have the meaning given to this expression in the Supplemental Agreement.


 


“S&P”
shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and its successors.


 


“Scheduled
Repayment” shall have the meaning provided in Section 4.02(a).


 


“Screen Rate”
shall have the meaning specified in the definition of Eurodollar Rate.


 


“Secured Creditors”
shall mean the “Secured Creditors” as defined in the Security Documents.


 


“Secured Obligations”
shall mean (i) the Credit Document Obligations, (ii) the Other Obligations, (iii) any and all sums advanced by any Agent in order
to preserve the Collateral or preserve the Collateral Agent’s security interest in the Collateral on behalf of the Lenders,
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Credit
Parties referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the expenses
in connection with retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the


 




    	 	-26-	 



     


    

 


Collateral, or of any exercise by the
Collateral Agent of its rights hereunder on behalf of the Lenders, together with reasonable attorneys’ fees and court costs,
and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under the Security
Documents.


 


“Security Documents”
shall mean, as applicable, the Assignment of Contracts, the Assignment of Earnings and Insurances, the Assignment of Charters,
the Assignment of Management Agreements, the Share Charge, the Vessel Mortgage, the Deed of Covenants, and, after the execution
thereof, each additional security document executed pursuant to Section 9.10 and/or Section 12.01(b).


 


“Security Trust
Deed” shall mean the Security Trust Deed executed by, inter alia, the Borrower, the Guarantor, the Collateral
Agent, the Facility Agent and the Original Secured Creditors (as defined therein) and shall be substantially in the form of Exhibit
P or otherwise reasonably acceptable to the Facility Agent.


 


“Share Charge”
shall have the meaning provided in Section 5.06.


 


“Share Charge
Collateral” shall mean all “Collateral” as defined in the Share Charge.


 


“Sky Vessel”
shall mean [*] presently owned by the Sky Vessel Seller, and registered in the Sky Vessel Seller's name under the laws and flag
of the Commonwealth of the Bahamas.


 


“Sky Vessel
Indebtedness” shall mean the financing arrangements in relation to the acquisition of the Sky Vessel in an amount of
up to [*] on the terms set forth in the fully executed memorandum of agreement related to the sale of the Sky Vessel, dated on
or around May 30, 2012 (as amended from time to time with the consent of the Lenders as required pursuant to Section 10.11).


 


“Sky Vessel
Seller” shall mean [*], or any affiliate of [*].


 


“Specified
Requirements” shall mean the requirements set forth in clauses (i)(A) and (i)(B) (including, for the avoidance of doubt,
paragraphs (i)(a) or (i)(b)), (iii), (v)(c) and (v)(f)) of the definition of “Collateral and Guaranty Requirements.”


 


“Spot Rate”
shall mean the spot exchange rate quoted by the Facility Agent equal to the weighted average of the rates on the
actual transactions of the Facility Agent on the date two Business Days prior to the date of determination thereof (acting reasonably),
which spot exchange rate shall be final and conclusive absent manifest error.


 


“Subsidiary”
shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint


 




    	 	-27-	 



     


    

 


venture or other entity in which such
Person and/or one or more Subsidiaries of such Person has more than a 50% Equity Interest at the time.


 


“Supervision
Agreements” shall mean any agreements (if any) entered or to be entered into between the Parent, as applicable, the
Borrower and a Supervisor providing for the construction supervision of the Vessel, the terms and conditions of which shall be
in form and substance reasonably satisfactory to the Facility Agent.


 


“Supervisor”
shall have the meaning provided in the Construction Contract.


 


“Supplemental
Agreement” means the supplemental agreement amending this Agreement dated 2016 and made between the parties
hereto and NCL International, Ltd.


 


“Tax Benefit”
shall have the meaning provided in Section 4.04(c).


 


“Taxes”
and “Taxation” shall have the meaning provided in Section 4.04(a).


 


“Test Period”
shall mean each period of four consecutive fiscal quarters then last ended, in each case taken as one accounting period.


 


“Third Party”
shall mean any Person or group of Persons acting in concert who or which does not include a member of the Lim Family or Apollo.


 


“Total Capitalization”
shall mean, at any date of determination, the Total Net Funded Debt plus the consolidated stockholders’ equity of
the NCLC Group at such date determined in accordance with GAAP and derived from the then latest unaudited and consolidated financial
statements of the NCLC Group delivered to the Facility Agent in the case of the first three quarters of each fiscal year and the
then latest audited consolidated financial statements of the NCLC Group delivered to the Facility Agent in the case of each fiscal
year; provided it is understood that the effect of any impairment of intangible assets shall be added back to stockholders’
equity.


 


“Total Commitment”
shall mean, at any time, the sum of the Commitments of the Lenders at such time.  On the Effective Date, the Total Commitments
shall not exceed €729,854,685.50.


 


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


 


		(i)	Indebtedness for Borrowed Money of
                                         the NCLC Group on a consolidated basis; and



 


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



 


less an amount
equal to any Cash Balance as at such date; provided that any Commitments and other amounts available for drawing under
other revolving or other credit


 




    	 	-28-	 



     


    

 


facilities of the NCLC Group which remain
undrawn shall not be counted as cash or indebtedness for the purposes of this Agreement.


 


“Transaction”
shall mean collectively (i) the execution, delivery and performance by each Credit Party of the Credit Documents to which it is
a party, the incurrence of Loans on each Borrowing Date and the use of proceeds thereof and (ii) the payment of all fees and expenses
in connection with the foregoing.


 


“Transfer Certificate”
means a certificate substantially in the form set out in Exhibit E or any other form agreed between the Facility Agent and the
Parent.


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.


 


“United States”
and “U.S.” shall each mean the United States of America.


 


“Vessel”
shall mean the post-panamax luxury passenger cruise vessel with approximately [*] and the provisional hull number [*] to be constructed
by the Yard.  


 


“Vessel Mortgage”
shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Vessel Value”
shall have the meaning set forth in Section 10.08.


 


“Yard”
shall mean Meyer Werft GmbH, Papenburg/Germany, the shipbuilder constructing the Vessel pursuant to the Construction Contract.


 


SECTION 2.Amount
and Terms of Credit Facility.


 


2.01         The
Commitments.  Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make
on and after the Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02
term loans to the Borrower (each, a “Loan” and, collectively, the “Loans”), which Loans
(i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed
on any Borrowing Date, (iv) shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum
available amount for such Borrowing Date as set forth in Section 2.02 and (v) disbursed on any Borrowing Date shall not exceed
for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date.  


 


2.02         Amount
and Timing of Each Borrowing; Currency of Disbursements (a)  The Total Commitments will be available in the amounts
and on the dates set forth below:


 


(i)         a
portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the Initial
Borrowing Date;


 


(ii)         a
portion of the Total Commitments equaling [*] of the Hermes Premium will be available on one or more dates on or after the Initial
Borrowing Date (it being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds
of


 




    	 	-29-	 



     


    

 


Loans in an amount equal to the Hermes
Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation, without delivery
by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent provides the
Borrower with notice thereof).  It is acknowledged and agreed that [*] of the Hermes Premium (the “First Hermes
Instalment”) shall be payable directly by the Borrower to Hermes immediately after the execution of this Agreement (which
the Borrower hereby agrees to pay from its own funds).  If the Construction Contract is cancelled pursuant to Article
14, paragraph 16.2 thereof, it is acknowledged that the Borrower shall be entitled to a refund of the First Hermes Instalment
from Hermes. Where the Construction Contract is not so cancelled, on the Initial Borrowing Date the Lenders shall pay directly
to the Borrower part of the Loans in an amount equal to the First Hermes Instalment in reimbursement of the First Hermes Instalment
so paid by the Borrower.


 


It is also agreed and
acknowledged that the Additional Hermes Premium shall be payable by the Borrower to the Facility Agent (for onward payment to
Hermes) at or around the Restatement Date (which the Borrower agrees to do from its own funds). The Borrower shall be entitled
to request that a Loan be made available in an amount of up to the Additional Hermes Premium in reimbursement to the Borrower
of the Additional Hermes Premium so paid by the Borrower in accordance with the above;


 


(iii)         a
portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date
of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to the
Delivery Date (as per the Construction Contract));


 


(iv)         a
portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date
of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18 months
prior to the Delivery Date (as per the Construction Contract));


 


(v)         a
portion of the Total Commitments not exceeding [*] of the Initial Construction Price for the Vessel will be available on the date
of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12 months
prior to the Delivery Date (as per the Construction Contract); and


 


(vi)         a
portion of the Total Commitments not exceeding the sum of (a) [*] of the amount equal to (x) the Initial Construction Price for
the Vessel minus (y) any amount payable by the Yard to the Borrower pursuant to Article 8, paragraph 2.8 (viii) of the Construction
Contract and further deducting from this amount the aggregate of the amounts that were borrowed pursuant to clauses (i)
and (iii)-(v) above, and (b) [*] of the aggregate amount of the Permitted Change Orders will be available on the Delivery Date.


 


(b)         The
Loans made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or its designee(s), as set forth
in Section 2.04, in Dollars and shall be in an amount equal to the Dollar Equivalent of the amount of the Total Commitment
utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02,  provided that in the event
that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered


 




    	 	-30-	 



     


    

 


into Earmarked Foreign Exchange Arrangements
with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing Date and (ii) provided reasonably sufficient
evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in the Notice of Borrowing, the Facility Agent
on such Borrowing Date shall convert the Dollar amount of the Loans to be made by each Lender into Euro at the Spot Rate applicable
for such Borrowing Date (it being understood that the same Spot Rate shall be used for such conversion as is used to calculate
the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform each Lender thereof, and such Euro amount shall thereafter
be disbursed to the Borrower and/or its designee(s) as set forth in Section 2.04 (it being understood that each Lender shall remit
its Loans to the Facility Agent in Dollars on such Borrowing Date).


 


2.03         Notice
of Borrowing.  Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make
a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written
notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain
day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent
in the case of the Initial Borrowing Date).  Each such written notice (each a “Notice of Borrowing”),
except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given by the Borrower substantially
in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitments to be utilized on such Borrowing
Date, (ii) if the Borrower and/or the Parent has entered into Earmarked Foreign Exchange Arrangements with respect to the installment
payments due and owing under the Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar
Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign
Exchange Arrangements, (iii) the date of such Borrowing (which shall be a Business Day), (iv) when the Loans are to be subject
to interest at the Floating Rate, the initial Interest Period to be applicable thereto, (v) to which account(s) the proceeds of
such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more
accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent)
and (vi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true
and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing
after giving effect to such Borrowing.  The Facility Agent shall promptly give each Lender which is required to make
Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required
by the immediately preceding sentence to be specified in the Notice of Borrowing.


 


2.04         Disbursement
of Funds.  No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each Lender
will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date.  All
such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment
Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the
Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange
Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans


 




    	 	-31-	 



     


    

 


disbursed in Euro, designee(s) of the
Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior to 3:00
P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (Frankfurt
Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing, the aggregate
of the amounts so made available by the Lenders.  Unless the Facility Agent shall have been notified by any Lender prior
to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion
of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the
Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower
a corresponding amount.  If such corresponding amount is not in fact made available to the Facility Agent by such Lender,
the Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender.  If such Lender
does not pay such corresponding amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Facility Agent.  The Facility
Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made available by the Facility Agent to the Borrower
until the date such corresponding amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from
such Lender, at the overnight Eurodollar Rate and (ii) if recovered from the Borrower, the rate of interest applicable to
the respective Borrowing, as determined pursuant to Section 2.06.  Nothing in this Section 2.04 shall be deemed to relieve
any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender
as a result of any failure by such Lender to make Loans hereunder.


 


2.05         Pro
Rata Borrowings.  All Borrowings of Loans under this Agreement shall be incurred from the Lenders pro rata
on the basis of their Commitments.  It is understood that no Lender shall be responsible for any default by any other
Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made
by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.  The obligations of the
Lenders under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender
to satisfy its obligations hereunder.  


 


2.06         Interest.  (a)  The
Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date the proceeds thereof are
made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Fixed Rate or if
an election is made by the Borrower to elect the Floating Rate pursuant to Section 2.07, at the Floating Rate.


 


(b)         If
the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall accrue on the
overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment
(both before and after judgment) at a rate which is (i) where interest is payable at the Fixed Rate, equal to [*] plus the Eurodollar
Rate which would have been payable if the overdue amount had, during the period of non-payment constituted a Loan for successive
interest periods, each of a duration of three months plus [*], or (ii) where interest is payable on the Loan at the Floating Rate
and subject to paragraph (c) below, [*] plus the rate (including, for the avoidance of doubt,


 




    	 	-32-	 



     


    

 


the margin) which would have been payable
if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration
selected by the Facility Agent (acting reasonably).  Any interest accruing under this Section 2.06(b) shall
be immediately payable by the Borrower on demand by the Facility Agent.


 


(c)         At
any time when interest is payable at the Floating Rate, if any overdue amount consists of all or part of a Loan which became due
on a day which was not the last day of a Floating Rate Interest Period relating to that Loan:


 


(i)         the
first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Floating Rate
Interest Period relating to that Loan; and


 


(ii)         the
rate of interest applying to the overdue amount during that first Interest Period shall be [*] plus the rate which
would have applied if the overdue amount had not become due.


 


(d)         Default
interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable
to that overdue amount but will remain immediately due and payable.  


 


(e)         Accrued
and unpaid interest shall be payable in respect of each Loan on each Fixed Interest Payment Date (if interest is payable on the
Loan at the Fixed Rate) or, if interest is payable on the Loan at the Floating Rate, on the last day of each Interest Period applicable
thereto, on any repayment or prepayment date (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.


 


(f)         At
any time when interest is payable on the Loan at the Floating Rate, upon each Interest Determination Date, the Facility Agent
shall determine the Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the applicable Borrowing
and shall promptly notify the Borrower and the respective Lenders thereof.  Each such determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto.


 


(g)         At
any time when interest is payable on the Loan at the Fixed Rate, the Borrower shall reimburse each Lender on demand for the amount
by which the 6 month Eurodollar Rate for any Fixed Rate Interest Period plus the fee for administrative expenses of [*]
per annum for such Fixed Rate Interest Period plus [*] per annum less the Fixed Rate exceeds [*] per annum (being the amount
by which the interest make-up is limited under Section 1.1 of the CIRR General Terms and Conditions).


 


2.07         Election
of Floating Rate.


 


(a)         By
written notice to the Facility Agent delivered at least 65 days prior to the Initial Borrowing Date, the Borrower may elect, without
incurring any liability to make any payment pursuant to Section 2.10 or to pay any other indemnity or compensation obligation,
to pay interest on the Loans at the Floating Rate.


 




    	 	-33-	 



     


    

 


(b)         Any
election made pursuant to this Section 2.07 may only be made once during the term of the Loans.


 


2.08         Floating
Rate Interest Periods.  This Section 2.08 shall only apply if the Borrower has elected to pay interest at the Floating
Rate pursuant to Section 2.07.  At the time the Borrower gives any Notice of Borrowing in respect of the making of Loans
by the Lenders (in the case of the initial Floating Rate Interest Period (as defined below) applicable thereto) or on the third
Business Day prior to the expiration of a Floating Rate Interest Period applicable to such Loans (in the case of any subsequent
Interest Period), it shall have the right to elect, by giving the Facility Agent notice thereof, the interest period (each a “Floating
Rate Interest Period”) applicable to such Loans, which Floating Rate Interest Period shall, at the option of the Borrower,
be a three or six month period; provided that:


 


(a)         subject
to paragraph (b) below, all Loans comprising a Borrowing shall at all times have the same Floating Rate Interest Period;


 


(b)         the
initial Floating Rate Interest Period for any Loan shall commence on the date of Borrowing of such Loan and each Floating Rate
Interest Period occurring thereafter in respect of such Loan shall commence on the day on which the immediately preceding Floating
Rate Interest Period applicable thereto expires;


 


(c)         if
any Floating Rate Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Floating Rate Interest Period, such Floating Rate Interest Period shall end on the last Business
Day of such calendar month;


 


(d)         if
any Floating Rate Interest Period would otherwise expire on a day which is not a Business Day, such Floating Rate Interest Period
shall expire on the first succeeding Business Day; provided, however, that if any Floating Rate Interest Period
for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Floating Rate Interest Period shall expire on the immediately preceding Business Day;


 


(e)         no
Floating Rate Interest Period longer than three months may be selected at any time when an Event of Default (or, if the Facility
Agent or the Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders, a Default)
has occurred and is continuing;


 


(f)         no
Floating Rate Interest Period in respect of any Borrowing of any Loans shall be selected which extends beyond the Maturity Date;
and


 


(g)         at
no time shall there be more than ten Borrowings of Loans subject to different Floating Rate Interest Periods.


 


If upon the expiration
of any Floating Rate Interest Period applicable to a Borrowing, the Borrower has failed to elect a new Floating Rate Interest
Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month


 




    	 	-34-	 



     


    

 


Floating Rate Interest Period to be applicable
to such Loans effective as of the expiration date of such current Floating Rate Interest Period.


 


2.09         Increased
Costs, Illegality, Market Disruption, etc.   (a) In the event that any
Lender shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):


 


(i)         at
any time, that such Lender shall incur increased costs (including, without limitation, pursuant to Basel II and/or Basel III to
the extent Basel II and/or Basel III, as the case may be, is applicable), Mandatory Costs (as set forth on Schedule 1.01(b)) or
reductions in the amounts received or receivable hereunder with respect to any Loan because of, without duplication, any change
since the Effective Date in any applicable law or governmental rule, governmental regulation, governmental order, governmental
guideline or governmental request (whether or not having the force of law) or in the interpretation or administration thereof
and including the introduction of any new law or governmental rule, governmental regulation, governmental order, governmental
guideline or governmental request, such as, for example, but not limited to:  (A) a change in the basis of taxation
of payment to any Lender of the principal of or interest on such Loan or any other amounts payable hereunder (except for changes
in the rate of tax on, or determined by reference to, the net income or net profits of such Lender, or any franchise tax based
on net income or net profits, of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in
which such Lender’s principal office or applicable lending office is located or any subdivision thereof or therein), but
without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04, or (B) a change in official reserve requirements;
or


 


(ii)         at
any time, that the making or continuance of any Loan has been made unlawful by any law or governmental rule, governmental regulation
or governmental order;


 


then, and in any such event, such
Lender shall promptly give notice (by telephone confirmed in writing) to the Borrower and to the Facility Agent of such determination
(which notice the Facility Agent shall promptly transmit to each of the Lenders).  Thereafter (x) in the case of clause
(i) above, the Borrower agrees (to the extent applicable), to pay to such Lender, upon its written demand therefor, such additional
amounts as shall be required to compensate such Lender or such other corporation for the increased costs or reductions to such
Lender or such other corporation and (y) in the case of clause (ii) above, the Borrower shall take one of the actions specified
in Section 2.09(b) as promptly as possible and, in any event, within the time period required by law.  In determining
such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which
are reasonable, provided that such Lender’s determination of compensation owing under this Section 2.09(a) shall,
absent manifest error be final and conclusive and binding on all the parties hereto.  Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 2.09(a), will give prompt written notice thereof to the Borrower,
which notice shall show in reasonable detail the basis for the calculation of such additional amounts; provided that, subject
to the provisions of Section 2.10(b), the failure to give such notice shall not relieve the Borrower from its Credit Document
Obligations hereunder.


 




    	 	-35-	 



     


    

 


(b)         At
any time that any Loan is affected by the circumstances described in Section 2.09(a)(i) or (ii), the Borrower may (and in the
case of a Loan affected by the circumstances described in Section 2.09(a)(ii) shall) either (x) if the affected Loan is then being
made initially, cancel the respective Borrowing by giving the Facility Agent notice in writing on the same date or the next Business
Day that the Borrower was notified by the affected Lender or the Facility Agent pursuant to Section 2.09(a)(i) or (ii) or (y)
if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Facility Agent, in the
case of any Loan, repay all outstanding Borrowings (within the time period required by the applicable law or governmental rule,
governmental regulation or governmental order) which include such affected Loans in full in accordance with the applicable requirements
of Section 4.02; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 2.09(b).


 


(c)         If
any Lender determines that after the Effective Date (i) the introduction of or effectiveness of or any change in any applicable
law or governmental rule, governmental regulation, governmental order, governmental guideline, governmental directive or governmental
request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender, or any corporation controlling such Lender, based on the existence of such
Lender’s Commitments hereunder or its obligations hereunder, (ii) compliance with any law or regulation or any request from
or requirement of any central bank or other fiscal, monetary or other authority made after the Effective Date (including any which
relates to capital adequacy or liquidity controls or which affects the manner in which a Lender allocates capital resources to
obligations under this Agreement, any Interest Rate Protection Agreement and/or any Other Hedging Agreement) or (iii) to the extent
that such change is not discretionary and is pursuant to law, a governmental mandate or request, or a central bank or other fiscal
or monetary authority mandate or request, any change in the risk weight allocated by such Lender to the Borrower after the Effective
Date, then the Borrower agrees (to the extent applicable) to pay to such Lender, upon its written demand therefor, such additional
amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such
other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase
of capital.  In determining such additional amounts, each Lender will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation
owing under this Section 2.09(c) shall, absent manifest error be final and conclusive and binding on all the parties hereto.  Each
Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.09(c), will give prompt written
notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts;
provided that, subject to the provisions of Section 2.11(b), the failure to give such notice shall not relieve the Borrower
from its Credit Document Obligations hereunder.


 


(d)         This
Section 2.09(d) applies at any time when interest on the Loan is payable at the Floating Rate.  If a Market Disruption
Event occurs in relation to any Lender’s share of a Loan for any Interest Period, then the rate of interest on each Lender’s
share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:


 




    	 	-36-	 



     


    

 


(i)         the
Applicable Margin;


 


(ii)        the
rate determined by such Lender and notified to the Facility Agent by 5:00 P.M. (Frankfurt time) on the Interest Determination
Date for such Interest Period to be that which expresses as a percentage rate per annum the cost to each such Lender of funding
its participation in that Loan for a period equivalent to such Interest Period from whatever source it may reasonably select;
provided that the rate provided by a Lender pursuant to this clause (ii) shall not be disclosed to any other Lender and
shall be held as confidential by the Facility Agent and the Borrower; and


 


(iii)        the
Mandatory Costs, if any, applicable to such Lender of funding its participation in that Loan.


 


(e)         This
Section 2.09(e) applies at any time when interest on the Loan is payable at the Floating Rate.  If a Market Disruption
Event occurs and the Facility Agent or the Borrower so require, the Facility Agent and the Borrower shall enter into negotiations
(for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.  Any
alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent of all the Lenders and the
Borrower, be binding on all parties.  If no agreement is reached pursuant to this clause (e), the rate provided for
in clause (d) above shall apply for the entire applicable Interest Period.


 


(f)         If
any Reference Bank ceases to be a Lender under this Agreement, (x) it shall cease to be a Reference Bank and (y) the Facility
Agent shall, with the approval (which shall not be unreasonably withheld) of the Borrower, nominate as soon as reasonably practicable
another Lender to be a Reference Bank in place of such Reference Bank.


 


2.10         Indemnification;
Breakage Costs.   (a) When interest on the Loan is payable at the Floating Rate, the Borrower agrees to indemnify
each Lender, within two Business Days of demand (in writing which request shall set forth in reasonable detail the basis for requesting
and the calculation of such amount and which in the absence of manifest error shall be conclusive evidence as to the amount due),
for all losses, expenses and liabilities (including, without limitation, any such loss, expense or liability incurred by reason
of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Loans but excluding any loss
of anticipated profits) which such Lender may sustain in respect of Loans made to the Borrower:  (i) if for any reason
(other than a default by such Lender or the Facility Agent) a Borrowing of Loans does not occur on a date specified therefor in
a Notice of Borrowing (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 2.09(a)); (ii) if any
prepayment or repayment (including any prepayment or repayment made pursuant to Section 2.09(a), Section 4.01 or Section 4.02
(in each case other than on the expiry of a Floating Rate Interest Period) or as a result of an acceleration of the Loans pursuant
to Section 11) of any of its Loans, or assignment and/or transfer of its Loans pursuant to Section 2.12, occurs on a date which
is not the last day of a Interest Period with respect thereto; or (iii) if any prepayment of any of its Loans is not made on any
date specified in a notice of prepayment given by the Borrower.


 




    	 	-37-	 



     


    

 


(b)         When
interest on the Loan is payable at the Fixed Rate, and at the time of any prepayment or commitment reduction pursuant to Sections
3.04, 3.05 or 4.01 or any mandatory repayment or commitment reduction pursuant to Section 4.02 or as a result of an acceleration
of the Loans pursuant to Section 11, the Borrower shall indemnify each Lender, within two Business Days of demand in writing,
which request shall set forth in reasonable detail the basis for requesting and the calculation of such amount and which in the
absence of manifest error shall be conclusive evidence as to the amount due, for all losses, expenses and liabilities which such
Lender may sustain in respect of the early repayment or prepayment of the Loans made to the Borrower including, without limitation,
the costs of breaking deposits or re-employing funds under any swap agreements or interest rate arrangement products entered into
in respect of the Loans or any prepayment compensation as set forth in the CIRR General Terms and Conditions, it being understood
that for this purpose clause 8.3 of the CIRR General Terms and Conditions shall be read as “the interest calculated based
on the Fixed Rate [*] less the fee for administrative expenses [*] less [*] that would have accrued if the agreement had been
fulfilled from the time of cancellation of the Guarantee until the end of the overall term”.


 


(c)         It
is understood and agreed that where the Initial Borrowing Date has not occurred, no amounts under this Section 2.10 will be payable
by the Borrower if the Total Commitment is terminated no later than July 25, 2013.


 


2.11         Change
of Lending Office; Limitation on Additional Amounts.  (a) Each Lender agrees that on the occurrence of any event
giving rise to the operation of Section 2.09 (a), Section 2.09(b), or Section 4.04 with respect to such Lender,
it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event or otherwise take steps to mitigate the effect of such
event, provided that such designation shall be made and/or such steps shall be taken at the Borrower’s cost and on
such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage in excess of de minimus
amounts, with the object of avoiding the consequence of the event giving rise to the operation of such Section.  Nothing
in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender provided
in Section 2.09 and Section 4.04.


 


(b)         Notwithstanding
anything to the contrary contained in Sections 2.09, 2.10 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower
that it is obligated to pay an amount under any such Section within 180 days of the later of (x) the date the Lender incurs the
respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return
on capital or (y) the date such Lender has knowledge of its incurrence of the respective increased costs, Taxes, loss, expense
or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled
to be indemnified for such amount by the Borrower pursuant to said Section 2.09, 2.10, or 4.04, as the case may be, to the extent
the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are
incurred or suffered on or after the date which occurs 180 days prior to such Lender giving notice to the Borrower that it is
obligated to pay the respective amounts pursuant to said Section 2.09, 2.10 or 4.04, as the case may be.  This Section
2.11(b) shall have no applicability to any Section of this Agreement other than said Sections 2.09, 2.10 and 4.04.


 




    	 	-38-	 



     


    

 


2.12         Replacement
of Lenders.  (x)  If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to
make Loans, (y) upon the occurrence of any event giving rise to the operation of Section 2.09(a) or Section 4.04 with respect
to any Lender which results in such Lender charging to the Borrower material increased costs in excess of the average costs being
charged by the other Lenders, or (z) as provided in Section 14.11(b) in the case of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required
Lenders, the Borrower shall (for its own cost) have the right, if no Default or Event of Default will exist immediately after
giving effect to the respective replacement, to replace such Lender (the “Replaced Lender”) (subject to the
consent of (a) the CIRR Representative if at such time interest is payable at the Fixed Rate and (b) the Hermes Agent) with one
or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the “Replacement Lender”) reasonably acceptable to the Facility Agent (it being
understood that all then-existing Lenders are reasonably acceptable); provided that:


 


(a)         at
the time of any replacement pursuant to this Section 2.12, the Replacement Lender shall enter into one or more Transfer Certificates
pursuant to Section 13.01(a) (and with all fees payable pursuant to said Section 13.02 to be paid by the Replacement Lender) pursuant
to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection
therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (x) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (y) an amount equal
to all accrued, but unpaid, Commitment Commission owing to the Replaced Lender pursuant to Section 3.01;


 


(b)         all
obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause
(a) above) in respect of which the assignment purchase price has been, or is concurrently being, paid shall be paid in full to
such Replaced Lender concurrently with such replacement; and  


 


(c)         if
the Borrower elects to replace any Lender pursuant to clause (x), (y) or (z) of this Section 2.12, the Borrower shall also replace
each other Lender that qualifies for replacement under such clause (x), (y) or (z).


 


Upon the execution of
the respective Transfer Certificate and the payment of amounts referred to in clauses (a) and (b) above, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 14.01 and 14.05), which shall survive
as to such Replaced Lender.  


 


2.13         Disruption
to Payment Systems, etc.  If either the Facility Agent determines (in its discretion) that a Disruption Event has
occurred or the Facility Agent is notified by the Parent or the Borrower that a Disruption Event has occurred:


 




    	 	-39-	 



     


    

 


(i)         the
Facility Agent may, and shall if requested to do so by the Borrower or the Parent, consult with the Borrower with a view to agreeing
with the Borrower such changes to the operation or administration of this Agreement as the Facility Agent may deem necessary in
the circumstances;


 


(ii)         the
Facility Agent shall not be obliged to consult with the Borrower or the Parent in relation to any changes mentioned in clause
(i) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation
to agree to such changes;


 


(iii)         the
Facility Agent may consult with the other Agents, the Lead Arrangers and the Lenders in relation to any changes mentioned in clause
(i) above but shall not be obliged to do so if, in its opinion, it is not practicable or necessary to do so in the circumstances;


 


(iv)         any
such changes agreed upon by the Facility Agent and the Borrower or the Parent pursuant to clause (i) above shall (whether or not
it is finally determined that a Disruption Event has occurred) be binding upon the parties to this Agreement as an amendment to
(or, as the case may be, waiver of) the terms of the Credit Documents, notwithstanding the provisions of Section 14.11, until
such time as the Facility Agent is satisfied that the Disruption Event has ceased to apply;


 


(v)         the
Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence or
any other category of liability whatsoever but not including any claim based on the gross negligence, fraud or willful misconduct
of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this
Section 2.13; and


 


(vi)         the
Facility Agent shall notify the other Agents, the Lead Arrangers and the Lenders of all changes agreed pursuant to clause (iv)
above as soon as practicable.


 


SECTION 3.Commitment
Commission; Fees; Reductions of Commitment.


 


3.01         Commitment
Commission.  (a)  The Borrower agrees to pay the Facility Agent for distribution to each Non-Defaulting
Lender a commitment commission (the “Commitment Commission”) for the period from the Effective Date to and
including the Commitment Termination Date (or such earlier date as the Total Commitment shall have been terminated) computed at
the rate for each relevant period set out in the table below for each day multiplied by the unutilized Commitment (and taking
into account for this purpose the increase in the Commitment pursuant to the Supplemental Agreement) for such day of such Non-Defaulting
Lender divided by 360.  Accrued Commitment Commission shall be due and payable quarterly in arrears on the first Business
Day of each April, July, October and January commencing with January 2013 and on the Borrowing Date contemplated by Section 2.02(a)(vi)
(or such earlier date upon which the Total Commitment is terminated).


 




    	 	-40-	 



     


    

 


	Commitment Commission	 	Applicable period
	 	 	 
	[*] p.a.	 	Date of execution of this Agreement - October 15, 2013
	 	 	 
	[*] p.a.	 	October 16, 2013 - April 15, 2015
	 	 	 
	[*] p.a.	 	April 16, 2015 - Delivery Date


 


(b)         The
Borrower shall pay to each Agent, for such Agent’s own account or for the account of the Lenders, such other fees as have
been agreed to in writing by the Borrower and such Agent.


 


3.02         CIRR
Fees.  (a)The Borrower agrees to pay to the Facility Agent for the account of the CIRR Representative a fee
of [*] per annum (the “CIRR Fee”) on the Total Commitment for the period commencing six months after the date of the
Construction Contract (such date being March 14, 2013) and continuing until the earliest of (i) the date falling sixty (60) days
prior to the Initial Borrowing Date, (ii) the date if any, falling 30 days after the date on which the Borrower elects the Floating
Rate pursuant to Section 2.07, or (iii) the date falling 30 days after the Borrower provides notice of termination of Commitments
pursuant to Section 3.04.


 


(b) The CIRR Fee shall
be payable by the Borrower in EUR quarterly in arrears from the date of commencement of the period described in Section 3.02.


 


3.03         Other
Fees. The Borrower agrees to pay to the Facility Agent the agreed fees set forth in any Fee Letter on the dates and in the
amounts set forth therein.


 


3.04         Voluntary
Reduction or Termination of Commitments.  Upon at least three Business Days’ prior notice to the Facility Agent
at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), the Borrower shall have
the right, at any time or from time to time, without premium or penalty, save in respect of amounts payable pursuant to Section
2.10 (b), to reduce or terminate the Total Commitment, in whole or in part, in integral multiples of €5,000,000 in the case
of partial reductions thereto, provided that each such reduction shall apply proportionately to permanently reduce the
Commitment of each Lender.


 


3.05         Mandatory
Reduction of Commitments.  (a)  In addition to any other mandatory commitment reductions pursuant to this
Section 3.05 or any other Section of this Agreement, the Total Commitment (and the Commitment of each Lender) shall terminate
in its entirety on the Commitment Termination Date.


 


(b)         In
addition to any other mandatory commitment reductions pursuant to this Section 3.05 or any other Section of this Agreement, the
Total Commitments (and the Commitments of each Lender) shall be reduced (immediately after the relevant Loans are made) on each
Borrowing Date by the amount of Commitments (denominated in Euro) utilized to make the Loans made on such Borrowing Date.


 




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(c)         In
addition to any other mandatory commitment reductions pursuant to this Section 3.05 or any other Section of this Agreement, the
Total Commitment shall be terminated at the times required by Section 4.02.


 


(d)         Each
reduction to the Total Commitment pursuant to this Section 3.05 and Section 4.02 shall be applied proportionately to reduce the
Commitment of each Lender.


 


SECTION 4.         Prepayments;
Repayments; Taxes.


 


4.01         Voluntary
Prepayments.  The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided
by law, in whole or in part at any time and from time to time on the following terms and conditions:  


 


(a)         the
Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’
prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings
pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders;


 


(b)         each
prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding,
provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than $1,000,000;


 


(c)         at
the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable
thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10;


 


(d)         in
the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may,
upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall
promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission,
and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain
such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender
(if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the
changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this
clause (d) have been obtained; and


 


(e)         each
prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except
as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided
that in connection with any prepayment of Loans pursuant to this Section 4.01, such


 




    	 	-42-	 



     


    

 


prepayment shall not be applied
to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.


 


4.02         Mandatory
Repayments and Commitment Reductions.  (a)  In addition to any other mandatory repayments pursuant to this
Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other
date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in
24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary
of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to
the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending
on the Maturity Date (each such repayment, a “Scheduled Repayment”).


 


(b)         In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this
Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral
Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition
constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised
or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the
date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event
of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without
further action of the Borrower being required).


 


(c)         In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this
Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel
has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or
(z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the
Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full
and the Total Commitment shall be automatically terminated (without further action of the Borrower being required).


 


(d)         With
respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings
pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required
repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing
shall be applied pro  rata among such Loans.  In the absence of a designation by the Borrower as
described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such
designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section
2.10.


 




    	 	-43-	 



     


    

 


(e)         Notwithstanding
anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity
Date.


 


4.03          Method
and Place of Payment.  Except as otherwise specifically provided herein, all payments under this Agreement shall
be made to the Facility Agent for the account of the Lender or Lenders entitled thereto not later than 10:00 A.M. (New York time)
on the date when due and shall be made in Dollars in immediately available funds at the Payment Office of the Facility Agent.  Whenever
any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day (unless the next succeeding Business Day shall fall in the next calendar month, in
which case the due date thereof shall be the previous Business Day) and, with respect to payments of principal, interest shall
be payable at the applicable rate during such extension.


 


4.04          Net
Payments; Taxes.  (a)  All payments made by any Credit Party hereunder will be made without setoff, counterclaim
or other defense.  All such payments will be made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding
any tax imposed on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any
branch profits tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which
the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure
to provide documents under Section 4.04(b) all such taxes “Excluded Taxes”) and all interest, penalties or
similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the
extent imposed on taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or
other charges being referred to collectively as “Taxes” and “Taxation” shall be applied
accordingly).  The Borrower will furnish to the Facility Agent within 45 days after the date of payment of any Taxes
is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower.  The Borrower
agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes
so levied or imposed and paid by such Lender.


 


(b)         Each
Lender agrees (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender)
to file any certificate or document or to furnish to the Borrower any information as reasonably requested by the Borrower that
may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however,
that nothing in this Section 4.04(b) shall require a Lender to disclose any confidential information (including, without limitation,
its tax returns or its calculations).  The Borrower shall not be required to indemnify any Lender for Taxes attributed
to such Lender’s failure to provide the required documents under this Section 4.04(b).


 


(c)         If
the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion
exercised in good faith that it has actually received or realized in connection therewith any refund or any reduction of, or credit
against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”),
such Lender shall pay to the Borrower an amount that such Lender shall,


 




    	 	-44-	 



     


    

 


in its sole discretion exercised in good
faith, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such
Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion exercised in good faith
consistent with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result
of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that
otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant
to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this
Section 4.04 without any exclusions or defenses and (iii) nothing in this Section 4.04(c) shall require any Lender to disclose
any confidential information to the Borrower (including, without limitation, its tax returns).


 


4.05         Application
of Proceeds.  (a) All proceeds collected by the Collateral Agent upon any sale or other disposition of such Collateral
of each Credit Party, together with all other proceeds received by the Collateral Agent under and in accordance with this Agreement
and the other Credit Documents (except to the extent released in accordance with the applicable provisions of this Agreement or
any other Credit Document), shall be applied by the Facility Agent to the payment of the Secured Obligations as follows:


 


(i)         first,
to the payment of all amounts owing to the Collateral Agent or any other Agent of the type described in clauses (iii) and (iv)
of the definition of “Secured Obligations”;


 


(ii)         second,
to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit
Document Obligations shall be paid to the Lender Creditors as provided in Section 4.05(d) hereof, with each Lender Creditor receiving
an amount equal to such outstanding Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Credit
Document Obligations, its Pro Rata Share of the amount remaining to be distributed;


 


(iii)         third,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding
Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving
an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations,
its Pro Rata Share of the amount remaining to be distributed; and


 


(iv)         fourth,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following
the termination of this Agreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements
in accordance with their terms, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus.


 


(b)         For
purposes of this Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion
of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then
unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, as the case may be, and


 




    	 	-45-	 



     


    

 


the denominator of which is the then outstanding
amount of all Credit Document Obligations or Other Obligations, as the case may be.


 


(c)         If
any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor,
such excess amount shall instead be distributed in respect of the unpaid Credit Document Obligations or Other Obligations, as
the case may be, of the other Secured Creditors, with each Secured Creditor whose Credit Document Obligations or Other Obligations,
as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator
of which is the unpaid Credit Document Obligations or Other Obligations, as the case may be, of such Secured Creditor and the
denominator of which is the unpaid Credit Document Obligations or Other Obligations, as the case may be, of all Secured Creditors
entitled to such distribution.


 


(d)         All
payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Facility Agent under this Agreement
for the account of the Lender Creditors, and (y) if to the Other Creditors, to the trustee, paying agent or other similar representative
(each, a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to
the Other Creditors.


 


(e)         For
purposes of applying payments received in accordance with this Section 4.05, the Collateral Agent shall be entitled to rely upon
(i) the Facility Agent under this Agreement and (ii) the Representative for the Other Creditors or, in the absence of such a Representative,
upon the Other Creditors for a determination (which the Facility Agent, each Representative for any Other Creditors and the Secured
Creditors agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Credit Document Obligations
and Other Obligations owed to the Lender Creditors or the Other Creditors, as the case may be.  Unless it has actual
knowledge (including by way of written notice from an Other Creditor) to the contrary, the Collateral Agent, shall be entitled
to assume that no Interest Rate Protection Agreements or Other Hedging Agreements are in existence.


 


(f)         It
is understood and agreed that each Credit Party shall remain jointly and severally liable to the extent of any deficiency between
the amount of the proceeds of the Collateral pledged by it under and pursuant to the Security Documents and the aggregate amount
of the Secured Obligations of such Credit Party.


 


SECTION 5.         Conditions
Precedent to the Initial Borrowing Date.  The obligation of each Lender to make Loans on the Initial Borrowing Date
is subject at the time of the making of such Loans to the satisfaction or (other than in the case of Sections 5.02, 5.04, 5.05,
5.06 (other than delivery of the Share Charge Collateral), 5.07, 5.08, 5.10, 5.11, 5.12 and 5.15) waiver of the following conditions:


 


5.01         Effective
Date.  On or prior to the Initial Borrowing Date, the Effective Date shall have occurred.  


 


5.02         [Intentionally
omitted]  


 




    	 	-46-	 



     


    

 


5.03         Corporate
Documents; Proceedings; etc.   On the Initial Borrowing Date, the Facility Agent shall have received a certificate,
dated the Initial Borrowing Date, signed by the secretary or any assistant secretary of each Credit Party (or, to the extent such
Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party), and attested to
by an authorized officer, member or general partner of such Credit Party, as the case may be, in substantially the form of Exhibit
D, with appropriate insertions, together with copies of the certificate of incorporation and by-laws (or equivalent organizational
documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate.


 


5.04         Know
Your Customer.  On the Initial Borrowing Date, the Facility Agent, the Hermes Agent and the Lenders shall have been
provided with all information requested in order to carry out and be reasonably satisfied with all necessary “know your
customer” information required pursuant to the PATRIOT ACT and such other documentation and evidence necessary in order
for the Lenders to carry out and be reasonably satisfied with other similar checks under all applicable laws and regulations pursuant
to the Transaction and the Hermes Cover, in connection with each of the Facility Agent’s, the Hermes Agent’s and each
Lender’s internal compliance regulations including, without limitation and to the extent required to comply with the “know
your customer” requirements referred to above (i) specimen signatures of any person authorized to execute the Credit Documents
and (ii) copies of the passports for each person identified in item (i).


 


5.05         Construction
Contract and Other Material Agreements. On or prior to the Initial Borrowing Date, the Facility Agent shall have received a
true, correct and complete copy of the Construction Contract, which shall be in full force and effect (and shall not have been
cancelled pursuant to Article 14, Clause 16 of the Construction Contract), and all other material contracts in connection with
the construction, supervision and acquisition of the Vessel that the Facility Agent may reasonably request and all such documents
shall be reasonably satisfactory in form and substance to the Facility Agent (it being understood that the executed copy of the
Construction Contract delivered to the Lead Arrangers prior to the Effective Date is satisfactory).


 


5.06         Share
Charge.  On the Initial Borrowing Date, the Pledgor shall have duly authorized, executed and delivered a Bermuda
share charge for the Borrower substantially in the form of Exhibit F (as modified, supplemented or otherwise modified from time
to time, the “Share Charge”) or otherwise reasonably satisfactory to the Lead Arrangers, together with the
Share Charge Collateral.


 


5.07         Assignment
of Contracts.  On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid
and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future
interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance
(it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk
Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule
2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and
none of the Construction Risk Insurances


 




    	 	-47-	 



     


    

 


will have been issued on the Initial Borrowing
Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead
Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto
(to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent),
including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented
or amended from time to time, the “Assignment of Contracts”).


 


5.08         Consents
Under Existing Credit Facilities.  On or prior to the Initial Borrowing Date, the Facility Agent shall have received
(a) evidence that all conditions, waivers, consents, acknowledgments and amendments in relation to any existing credit facilities
of the Parent and/or any of its Subsidiaries required in connection with or in order to permit the transactions hereunder (including,
without limitation, any prepayments required in connection therewith) shall have been obtained and/or satisfied and (b) evidence
that the prepayment requirement to be made under the existing credit facility agreements of the Borrower as a result of the Construction
Contract no longer being cancellable pursuant to Article 14, Clause 16 of the Construction Contract has been made.  


 


5.09         Process
Agent. On or prior to the Initial Borrowing Date, the Facility Agent shall have received satisfactory evidence from the
Parent, the Borrower and any other applicable Credit Party that they have each appointed an agent in London for the service of
process or summons in relation to each of the Credit Documents.


 


5.10         Opinions
of Counsel.  


 


(a)         On
the Initial Borrowing Date, the Facility Agent shall have received from Paul, Weiss, Rifkind, Wharton & Garrison LLP (or another
counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion addressed to
the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders
prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in
Exhibit 1 of Schedule 5.10.


 


(b)         On
the Initial Borrowing Date, the Facility Agent shall have received from Cox Hallett Wilkinson (or another counsel reasonably acceptable
to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of
the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date,
or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10.


 


(c)         On
the Initial Borrowing Date, the Facility Agent shall have received from Norton Rose LLP (or another counsel reasonably acceptable
to the Lead Arrangers), special English counsel to the Facility Agent for the benefit of the Lead Arrangers, an opinion addressed
to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and on behalf of the Secured
Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or
otherwise reasonably satisfactory to the Lead Arrangers substantially in the form set forth in Exhibit 3 of Schedule 5.10.


 




    	 	-48-	 



     


    

 


(d)         On
the Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Norton Rose LLP (or another
counsel reasonably acceptable to the Lead Arrangers), special German counsel to the Facility Agent for the benefit of the Lead
Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially
the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering
the matters set forth in Exhibit 4 of Schedule 5.10.


 


(e)         On
the Initial Borrowing Date, the Facility Agent shall have received from Holland & Knight (or another counsel reasonably acceptable
to the Lead Arrangers), special Florida counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of
the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date,
or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 5 of Schedule 5.10.  


 


5.11         KfW
Refinancing.  On or prior to the Initial Borrowing Date and to the extent that the Initial Syndication Date has occurred,
the definitive credit documentation related to the KfW Refinancing (including, without limitation, the Interaction Agreement)
shall have been duly executed and delivered by the parties thereto and shall be reasonably satisfactory to KfW and the Refinanced
Banks, and the KfW Refinancing shall be effective in accordance with its terms.


 


5.12         Equity
Payment.  On the Initial Borrowing Date, the Facility Agent shall have received evidence, in form and substance reasonably
satisfactory to the Facility Agent, that the Borrower shall have funded from cash on hand an amount equal to 0.4% of the Initial
Construction Price for the Vessel.


 


5.13         Financing
Statements.  On the Initial Borrowing Date, the Collateral Agent, in consultation with the Credit Parties, shall
have:


 


(a)         prepared
and filed proper financing statements (Form UCC-1 or the equivalent) fully prepared for filing under the UCC or in other appropriate
filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect
the security interests purported to be created by the Share Charge and the Assignment of Contracts; and


 


(b)         received
certified copies of lien search results (Form UCC-11) listing all effective financing statements that name each Credit Party as
debtor and that are filed in the District of Columbia and Florida, together with Form UCC-3 Termination Statements (or such other
termination statements as shall be required by local law) fully prepared for filing if required by applicable laws for any financing
statement which covers the Collateral except to the extent evidencing Permitted Liens.


 


5.14         Security
Trust Deed.    On the Initial Borrowing Date and to the extent that the Initial Syndication Date has occurred,
the Security Trust Deed shall have been executed by the parties thereto and shall be in full force and effect.


 




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5.15         Hermes
Cover.  On the Initial Borrowing Date, (x) the Facility Agent shall have received evidence from the Hermes Agent
that the Hermes Cover is in full force and effect on terms acceptable to the Initial Mandated Lead Arranger (it being understood
that the Initial Mandated Lead Arranger shall have confirmed to the Hermes Agent that the terms of the Hermes Cover are acceptable),
and all due and owing Hermes Premium and Hermes Issuing Fees to be paid in connection therewith shall have been paid in full,
which the Borrower hereby agrees to pay, provided it is understood and agreed that the Hermes Cover shall have been granted
as soon as the Hermes Agent and/or KfW IPEX-Bank GmbH receives the Declaration of Guarantee (Gewährleistungs-Erklärung)
from Hermes and (y) all Loans and other financing to be made pursuant hereto shall be in material compliance with the Hermes Cover
and all applicable requirements of law or regulation.


 


SECTION 6.Conditions
Precedent to each Borrowing Date.  The obligation of each Lender to make Loans on each Borrowing Date is subject
at the time of the making of such Loans to the satisfaction or (other than in the case of Sections 6.01, 6.02, 6.03, 6.04 and
6.06) waiver of the following conditions:


 


6.01         No
Default; Representations and Warranties.  At the time of each Borrowing and also after giving effect thereto (i)
there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other
Credit Document shall be true and correct in all material respects both before and after giving effect to such Borrowing with
the same effect as though such representations and warranties had been made on the Borrowing Date in respect of such Borrowing
(it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be
required to be true and correct in all material respects only as of such specified date).


 


6.02         Consents.  On
or prior to each Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents
in connection with the Construction Contract, any Refund Guarantee (to the extent issued on or prior to such Borrowing Date),
the Vessel and the other transactions contemplated hereby (except to the extent specifically addressed in other sections of Section
5 or this Section 6) shall have been obtained and remain in effect.  On each Borrowing Date, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending
or notified prohibiting or imposing materially adverse conditions upon this Agreement, the Transaction or the other transactions
contemplated by the Credit Documents.


 


6.03         Refund
Guarantees.  On (x) the Initial Borrowing Date, the Refund Guarantee for the Pre-delivery Installment to be paid
on the Initial Borrowing Date shall have been issued and assigned to the Collateral Agent pursuant to an Assignment of Contracts
and (y) each other Borrowing Date (other than the Borrowing Date in relation to the Delivery Date), each additional Refund Guarantee
that has been issued since the Initial Borrowing Date shall have been assigned to the Collateral Agent by delivering a supplement
to the relevant schedule to the Assignment of Contracts to the Collateral Agent with the updated information, in each case along
with (to the extent incorporated into the Assignment of Contracts) an appropriate notice and consent relating thereto, and the
Lead Arrangers shall have received reasonably satisfactory evidence to such effect.  Each Refund Guarantee shall secure
a principal amount equal to (i) the amount of the corresponding Pre-delivery Installment to be paid by the
Borrower to the Yard


 




    	 	-50-	 



     


    

 


minus (ii) the amount paid by the
Yard to the Borrower in respect of the corresponding Pre-delivery Installment under Article 8, Clause 2.8 (i), (ii), (iii)
or (iv), as the case may be, of the Construction Contract pursuant to the terms of each Refund Guarantee, and the Lead Arrangers
shall have received reasonably satisfactory evidence to such effect.


 


6.04         Equity
Payment.  On each Borrowing Date on which the proceeds of Loans are being used to fund a payment under the Construction
Contract, the Facility Agent shall have received evidence, in form and substance reasonably satisfactory to the Facility Agent,
of the payment by the Borrower (other than from proceeds of Loans) of at least 20% of each such amount then due on such Borrowing
Date under the Construction Contract, it being agreed and acknowledged that where the Borrower makes an equity payment in excess
of any of the minimum equity payments of 20% referred to above, the subsequent minimum equity payment for future Borrowing Dates
required may be reduced to take account of such over payment on a basis notified by the Borrower to the Facility Agent as long
as at all times the Borrower continues to comply with the minimum equity requirements set out above.


 


6.05         Fees,
Costs, etc.  On each Borrowing Date, the Borrower shall have paid to the Agents, the Lead Arrangers and the Lenders
all costs, fees, expenses (including, without limitation, reasonable fees and expenses of Norton Rose LLP and local and maritime
counsel and consultants) and other compensation contemplated hereby payable to the Agents, the Lead Arrangers and the Lenders
or payable in respect of the transactions contemplated hereunder (including, without limitation, the KfW Refinancing), to the
extent then due; provided that (i) any such costs, fees and expenses and other compensation shall have been invoiced to
the Borrower at least three Business Days prior to such Borrowing Date and (ii) such costs, fees and expenses in respect of the
KfW Refinancing shall include ongoing or recurring legal costs or expenses after the Effective Date where such legal costs or
expenses are incurred in respect of the period falling 6 months after the Effective Date.


 


6.06         Construction
Contract.  On each Borrowing Date, the Borrower shall have certified that all conditions and requirements under the
Construction Contract required to be satisfied on such Borrowing Date, including in connection with the respective payment installments
to be made to the Yard on such Borrowing Date, shall have been satisfied (including, but not limited to, the Borrower’s
payment to the Yard of the portion of the payment installment on the Vessel that is not being financed with proceeds of the Loans),
other than those that are not materially adverse to the Lenders, it being understood that any litigation between the Yard and
the Parent and/or Borrower shall be deemed to be materially adverse to the Lenders.


 


6.07         Notice
of Borrowing.  Prior to the making of each Loan, the Facility Agent shall have received the Notice of Borrowing required
by Section 2.03(a).  


 


6.08         Solvency
Certificate.  On each Borrowing Date, Parent shall cause to be delivered to the Facility Agent a solvency certificate
from a senior financial officer of Parent, in substantially the form of Exhibit K or otherwise reasonably acceptable to the Facility
Agent, which shall be addressed to the Facility Agent and each of the Lenders and dated such Borrowing Date, setting forth the
conclusion that, after giving effect to the transactions hereunder (including the incurrence of all the financing contemplated
with respect thereto and the purchase of the Vessel), the Parent and its Subsidiaries, taken as a whole, are not insolvent


 




    	 	-51-	 



     


    

 


and will not be rendered insolvent by
the Indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in
their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature.


 


6.09         Litigation.  On
each Borrowing Date, other than as set forth on Schedule 6.09, there shall be no actions, suits or proceedings (governmental or
private) pending or, to the Parent or the Borrower’s knowledge, threatened (i) with respect to this Agreement or any other
Credit Document or (ii) which has had, or, if adversely determined, could reasonably be expected to have, a Material Adverse Effect.


 


6.10        Hermes Cover.


 


The obligation of each
Lender to make Loans on the first Borrowing Date following the Restatement Date is subject at the time of the making of such Loans
to the satisfaction or waiver of the following additional condition that the Facility Agent shall have received evidence from
the Hermes Agent that the Hermes Cover has been amended to provide cover in respect of the increase to the Total Commitment agreed
pursuant to the Supplemental Agreement and remains in full force and effect on terms acceptable to the Initial Mandated Lead Arranger
(it being understood that the Initial Mandated Lead Arranger shall have confirmed to the Hermes Agent that the terms of the Hermes
Cover are acceptable), and the Additional Hermes Premium shall have been paid in full, which the Borrower hereby agrees to pay.


 


The acceptance of the
proceeds of each Loan shall constitute a representation and warranty by the Borrower to the Facility Agent and each of the Lenders
that all of the applicable conditions specified in Section 5, this Section 6 and Section 7 applicable to such Loan have been satisfied
as of that time.


 


SECTION 7.Conditions
Precedent to the Delivery Date.  The obligation of each Lender to make Loans on the Delivery Date is subject at the
time of making such Loans to the satisfaction of the following conditions:


 


7.01         Delivery
of Vessel.  On the Delivery Date, the Vessel shall have been delivered in accordance with the terms of the Construction
Contract, other than those changes that would not be materially adverse to the interests of the Lenders, and the Facility Agent
shall have received (a) certified copies of the Delivery Documents (as such term is defined in the Construction Contract) required
to be delivered by the Yard pursuant to Article 7, paragraph 1.3, clauses (i), (ii), (vii) and (viii) (and which, in the case
of (vii) shall include details of all Permitted Change Orders) of the Construction Contract and (b) a copy  of the written
statement in respect of the Buyer’s Allowance (as defined in the Construction Contract) referred to in Article 8, paragraph
2.8 (vii) of the Construction Contract as well as any details of any payment required to be made to the Borrower pursuant to Article
8, paragraph 2.8 (viii) of the Construction Contract.


 


7.02         Collateral
and Guaranty Requirements.  On or prior to the Delivery Date, the Collateral and Guaranty Requirements with respect
to the Vessel shall have been satisfied or the Facility Agent shall have waived such requirements (other than the Specified


 




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Requirements) and/or conditioned such
waiver on the satisfaction of such requirements within a specified period of time.  


 


7.03         Evidence
of [*] Payment.  On the Delivery Date, the Borrower shall have provided funding for an amount in the aggregate equal
to the sum of at least (x) [*] of the Initial Construction Price for the Vessel, (y) [*] of the aggregate amount of Permitted
Change Orders for the Vessel and (z) [*] of the difference between the Final Construction Price and the Adjusted Construction
Price for the Vessel (in each case, other than from proceeds of Loans) and the Facility Agent shall have received a certificate
from the officer of the Borrower to such effect.


 


7.04         Hermes
Compliance; Compliance with Applicable Laws and Regulations.  On the Delivery Date, all Loans and other financing
to be made pursuant hereto shall be in material compliance with all applicable requirements of law or regulation and the Hermes
Cover.


 


7.05        Opinion
of Counsel.  (a).  (a) On the Delivery Date, the Facility Agent shall have received from Norton Rose
LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Agent for the benefit
of the Lead Arrangers, an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral
Agent (for itself and on behalf of the Secured Creditors) and each of the Lenders and dated as of the Delivery Date in substantially
the form delivered to the Lenders pursuant to Section 5.10, or otherwise reasonably satisfactory to the Lead Arrangers, covering
the matters set forth in Schedule 7.05.


 


(b)         On
the Delivery Date, the Facility Agent shall have received from Paul, Weiss, Rifkind, Wharton & Garrison LLP (or another counsel
reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion addressed to the Facility
Agent and each of the Lenders and dated as of the Delivery Date in substantially the form delivered to the Lenders pursuant to
Section 5.10, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Schedule 7.05.


 


(c)         On
the Delivery Date, the Facility Agent shall have received from Graham Thompson & Co. (or another counsel reasonably acceptable
to the Lead Arrangers), special Bahamas counsel to the Credit Parties (or if the Vessel is not flagged in the Bahamas, counsel
qualified in the jurisdiction of the flag of the Vessel and reasonably satisfactory to the Facility Agent), an opinion addressed
to the Facility Agent and each of the Lenders and dated as of the Delivery Date in substantially the form delivered to the Lenders
pursuant to Section 5.10, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Schedule
7.05.


 


(d)         On
the Delivery Date, the Facility Agent shall have received from special Cox Hallett Wilkinson (or another counsel reasonably acceptable
to the Lead Arrangers), Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders
and dated as of such Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise
reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Schedule 7.05.


 




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SECTION 8.        Representations
and Warranties.  In order to induce the Lenders to enter into this Agreement and to make the Loans, the Borrower
or each Credit Party, as applicable, makes the following representations and warranties, in each case on a daily basis, all of
which shall survive the execution and delivery of this Agreement and the making of the Loans:


 


8.01         Entity
Status.  The Parent and each of the other Credit Parties (i) is a Person duly organized, constituted and validly
existing (or the functional equivalent) under the laws of the jurisdiction of its formation, has the capacity to sue and be sued
in its own name and the power to own and charge its assets and carry on its business as it is now being conducted and (ii) is
duly qualified and is authorized to do business and is in good standing (or the functional equivalent) in each jurisdiction where
the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures
to be so qualified or authorized or in good standing which, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 


8.02         Power
and Authority.  Each of the Credit Parties has the power to enter into and perform this Agreement and those of the
other Credit Documents to which it is a party and the transactions contemplated hereby and thereby and has taken all necessary
action to authorize the entry into and performance of this Agreement and such other Credit Documents and such transactions.  This
Agreement constitutes legal, valid and binding obligations of the Parent and the Borrower enforceable in accordance with its terms
and in entering into this Agreement and borrowing the Loans (in the case of the Borrower), the Parent and the Borrower are each
acting on their own account.  Each other Credit Document constitutes (or will constitute when executed) legal, valid
and binding obligations of each Credit Party expressed to be a party thereto enforceable in accordance with their respective terms.


 


8.03         No
Violation.  The entry into and performance of this Agreement, the other Credit Documents and the transactions contemplated
hereby and thereby do not and will not conflict with:


 


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



 


		(b)	the constitutional documents of
                                         any Credit Party; or



 


		(c)	except as set forth on Schedule
                                         8.03, any agreement or document to which any member of the NCLC Group is a party or which
                                         is binding upon such Credit Party or any of its assets, nor result in the creation or
                                         imposition of any Lien on a Credit Party or its assets pursuant to the provisions of
                                         any such agreement or document.



 


8.04         Governmental
Approvals.  Except for the filing of those Security Documents which require registration in the Federal Republic
of Germany, the Bahamas, any state of the United States of America and/or with the Registrar of Companies in Bermuda, and for
the registration of the Vessel Mortgage through the Bahamas Maritime Authority (if the Vessel is flagged in the Bahamas) or such
other relevant authority (if the Vessel is flagged in another Acceptable Flag Jurisdiction), all authorizations, approvals, consents,
licenses, exemptions, filings, registrations, notarizations and other matters, official or otherwise, required


 




    	 	-54-	 



     


    

 


in connection with the entry into, performance,
validity and enforceability of this Agreement and each of the other Credit Documents and the transactions contemplated thereby
have been obtained or effected and are in full force and effect except for matters in respect of (x) the Construction Risk Insurance
and any Refund Guarantee (in each case only to the extent that such Collateral has not yet been delivered) and (y) Collateral
to be delivered on the Delivery Date.


 


8.05         Financial
Statements; Financial Condition.  (a)(i)  The audited consolidated balance sheets of the Parent and its
Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June
30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case
may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified
report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent
and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective
fiscal years or quarters, as the case may be, then ended.  All such financial statements, including the related schedules
and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as
approved by the aforementioned firm of accountants and disclosed therein).  


 


(ii)         The
pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to
the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing
Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent
and its Subsidiaries as of such date.


 


(b)         Since
December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.


 


8.06         Litigation.  No
litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including but not limited
to investigative proceedings) are current or pending or, to the Parent or the Borrower’s knowledge, threatened, which might,
if adversely determined, have a Material Adverse Effect.


 


8.07         True
and Complete Disclosure.  Each Credit Party has fully disclosed in writing to the Facility Agent all facts relating
to such Credit Party which it knows or should reasonably know and which might reasonably be expected to influence the Lenders
in deciding whether or not to enter into this Agreement.


 


8.08         Use
of Proceeds.  All proceeds of the Loans may be used only to finance (i) up to [*] of the Adjusted Construction Price
of the Vessel and (ii) up to [*] of the Hermes Premium.


 


8.09         Tax
Returns and Payments.  The NCLC Group have complied with all taxation laws in all jurisdictions in which it is subject
to Taxation and has paid all material Taxes due and payable by it; no material claims are being asserted against it with respect
to Taxes, which might, if such claims were successful, have a material adverse effect on the ability of any Credit Party to perform
its obligations under the Credit Documents or could otherwise be


 




    	 	-55-	 



     


    

 


reasonably expected to have a Material
Adverse Effect.  As at the Effective Date all amounts payable by the Parent and the Borrower hereunder may be made free
and clear of and without deduction for or on account of any Taxation in the Parent and the Borrower’s jurisdiction.


 


8.10         No
Material Misstatements.  (a) All written information (other than the Projections, estimates and information of a
general economic nature or general industry nature) (the “Information”) concerning the Parent and its Subsidiaries,
and the transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available
to any Lenders or any Agent in connection with the transactions contemplated hereby, when taken as a whole, was true and correct
in all material respects, as of the date such Information was furnished to the Lenders or any Agent and as of the Effective Date
and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material
fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the
circumstances under which such statements were made.


 


(b)         The
Projections and estimates and information of a general economic nature prepared by or on behalf of the Parent, the Borrower or
any of their respective representatives and that have been made available to any Lenders or any Agent in connection with the transactions
contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Parent, the Borrower to be reasonable
as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such
Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have
not been modified in any material respect by the Parent or the Borrower.


 


8.11         The
Security Documents.  (a)  None of the Collateral is subject to any Liens except Permitted Liens.


 


(b)         The
security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured
Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no
security interests of any other Person.  No filings or recordings are required in order to perfect (or maintain the
perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with
respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC.  The
filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share
Charge to the extent a security interest in such Collateral may be perfected by such filings.


 


(c)         After
the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured
thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent
(or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior
to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to
the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto).


 




    	 	-56-	 



     


    

 


(d)         After
the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of
the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and
enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties
party thereto in the Collateral described therein, subject only to Permitted Liens.  Subject to Sections 7.02, 8.04
and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required
in order to perfect the security interests created under any Security Document except for filings or recordings which shall have
been made on or prior to the execution of such Security Document.


 


8.12         Capitalization.  All
the Capital Stock, as set forth on Schedule 8.12, in the Borrower and each other Credit Party (other than the Parent) is legally
and beneficially owned directly or indirectly by the Parent and, except as permitted by Section 10.02, such structure shall remain
so until the Maturity Date.  


 


8.13         Subsidiaries.  On
and as of the Initial Borrowing Date, other than in respect of Dormant Subsidiaries (i) the Parent has no Subsidiaries other than
those Subsidiaries listed on Schedule 8.13 which Schedule identifies the correct legal name, direct owner, percentage ownership
and jurisdiction of organization of the Borrower and each such other Subsidiary on the date hereof, (ii) all outstanding shares
of the Borrower and each other Subsidiary of the Parent have been duly and validly issued, are fully paid and non-assessable and
have been issued free of preemptive rights, and (iii) neither the Borrower nor any Subsidiary of the Parent has outstanding any
securities convertible into or exchangeable for its Capital Stock or outstanding any right to subscribe for or to purchase, or
any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its Capital Stock or any stock appreciation or similar rights.


 


8.14         Compliance
with Statutes, etc.   The Parent and each of its Subsidiaries is in compliance in all material respects with all
applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic
or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


8.15         Winding-up,
etc.   None of the events contemplated in clauses (a), (b), (c) or (d) of Section 11.05 has occurred with respect
to any Credit Party.


 


8.16         No
Default.  No event has occurred which constitutes a Default or Event of Default under or in respect of any Credit
Document to which any Credit Party is a party or by which the Parent or any of its Subsidiaries may be bound (including (inter
alia) this Agreement) and no event has occurred which constitutes a default under or in respect of any agreement or document
to which any Credit Party is a party or by which any Credit Party may be bound, except  to an extent as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


8.17         Pollution
and Other Regulations.  Each of the Credit Parties:


 




    	 	-57-	 



     


    

 


(a)         is
in compliance with all applicable federal, state, local, foreign and international laws, regulations, conventions and agreements
relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous zone, ocean waters and international waters), including
without limitation, laws, regulations, conventions and agreements relating to (i) emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazard substances, petroleum
and petroleum products and by-products (“Materials of Environmental Concern”) or (ii) Environmental Law;


 


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


 


(c)         has
not received any notice, claim, action, cause of action, investigation or demand by any other person, alleging potential liability
for, or a requirement to incur, investigatory costs, clean-up costs, response and/or remedial costs (whether incurred by a governmental
entity or otherwise), natural resources damages, property damages, personal injuries, attorneys’ fees and expenses or fines
or penalties, in each case arising out of, based on or resulting from (i) the presence or release or threat of release into the
environment of any Materials of Environmental Concern at any location, whether or not owned by such person or (ii) Environmental
Claim,


 


which is, or are, in
each case, material; and


 


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


 


There are no Environmental
Claims pending or threatened against any of the Credit Parties which the Parent or the Borrower, in its reasonable opinion, believes
to be material.


 


There are no past or
present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Materials of Environmental Concern, that the Parent or the Borrower reasonably believes could form
the basis of any bona fide material Environmental Claim against any of the Credit Parties.


 


8.18         Ownership
of Assets.  Except as permitted by Section 10.02, each member of the NCLC Group has good and marketable title to
all its assets which is reflected in the audited accounts referred to in Section 8.05(a).


 


8.19         Concerning
the Vessel.  As of the Delivery Date, (a) the name, registered owner, official number, and jurisdiction of registration
and flag of the Vessel shall be set forth on Schedule 8.19 (as updated from time to time by the Borrower pursuant to Section 9.13
with respect to flag jurisdiction, and otherwise (with respect to name, registered owner, official number and jurisdiction of
registration) upon advance notice and in a manner that does not interfere with the Lenders’ Liens on the Collateral, provided
that each applicable Credit Party


 




    	 	-58-	 



     


    

 


shall take all steps requested by the
Collateral Agent to preserve and protect the Liens created by the Security Documents on the Vessel) and (b) the Vessel is and
will be operated in material compliance with all applicable law, rules and regulations.


 


8.20         Citizenship.  None
of the Credit Parties has an establishment in the United Kingdom within the meaning of the Overseas Companies Regulation 2009
or a place of business in the United States (in each case, except as already disclosed) or any other jurisdiction which requires
any of the Security Documents to be filed or registered in that jurisdiction to ensure the validity of the Security Documents
to which it is a party unless (x) all such filings and registrations have been made or will be made as provided in Sections 7.02,
8.04 and 8.11 and the definition of “Collateral and Guaranty Requirements” and (y) prompt notice of the establishment
of such a place of business is given to the Facility Agent and the requirements set forth in Section 9.10 have been satisfied.  The
Borrower and each other Credit Party which owns or operates, or will own or operate, the Vessel at any time is, or will be, qualified
to own and operate the Vessel under the laws of the Bahamas or such other jurisdiction in which the Vessel is permitted, or will
be permitted, to be flagged in accordance with the terms of Section 9.13.


 


8.21         Vessel
Classification.  The Vessel is or will be as of the Delivery Date, classified in the highest class available for
vessels of its age and type with a classification society listed on Schedule 8.21 hereto or another internationally recognized
classification society reasonably acceptable to the Collateral Agent, free of any overdue conditions or recommendations.


 


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


 


8.23         Fees,
Governing Law and Enforcement.  No fees or taxes, including, without limitation, stamp, transaction, registration
or similar taxes, are required to be paid to ensure the legality, validity, or enforceability of this Agreement or any of the
other Credit Documents other than recording taxes which have been, or will be, paid as and to the extent due.  Under
the laws of the Bahamas or any other jurisdiction where the Vessel is flagged, the choice of the laws of England as set forth
in the Credit Documents which are stated to be governed by the laws of England is a valid choice of law, and the irrevocable submission
by each Credit Party to jurisdiction and consent to service of process and, where necessary, appointment by such Credit Party
of an agent for service of process, in each case as set forth in such Credit Documents, is legal, valid, binding and effective.


 


8.24         Form
of Documentation.  Each of the Credit Documents is in proper legal form (under the laws of England, the Bahamas,
Bermuda and each other jurisdiction where the Vessel is flagged or where the Credit Parties are domiciled) for the enforcement
thereof under such laws.  To ensure the legality, validity, enforceability or admissibility in evidence of each such
Credit Document in England, the Bahamas and/or Bermuda it is not necessary that any Credit Document or any other document be filed
or recorded with any court or other authority in England, the Bahamas and Bermuda, except as have been made, or will be made,
in accordance with Section 5, 6, 7 and 8, as applicable.


 




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8.25         Pari
Passu or Priority Status.  The claims of the Agents and the Lenders against the Parent or the Borrower under this
Agreement will rank at least pari passu with the claims of all unsecured creditors of the Parent or the Borrower (other than claims
of such creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Parent
or the Borrower who is also a Credit Party.


 


8.26         Solvency.  The
Credit Parties, taken as a whole, are and shall remain, after the advance to them of the Loans or any of such Loans, solvent in
accordance with the laws of Bermuda, the United States, England and the Bahamas and in particular with the provisions of the Bankruptcy
Code and the requirements thereof.


 


8.27         No
Undisclosed Commissions.  There are and will be no commissions, rebates, premiums or other payments by or to or on
account of any Credit Party, their shareholders or directors in connection with the Transaction as a whole other than as disclosed
to the Facility Agent or any other Agent in writing.


 


8.28         Completeness
of Documentation.  The copies of the Management Agreements, the Construction Contract, each Refund Guarantee, and
to the extent applicable, the Supervision Agreement delivered to the Facility Agent are true and complete copies of each such
document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms
and no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would
in any way render such document inoperative or unenforceable, unless replaced by a management agreement or management agreements,
refund guarantees or, to the extent applicable, a supervision agreement, as the case may be, reasonably satisfactory to the Facility
Agent.


 


8.29         Money
Laundering.  Any borrowing by the Borrower hereunder, and the performance of its obligations hereunder and under
the other Security Documents, will be for its own account and will not, to the best of its knowledge, involve any breach by it
of any law or regulatory measure relating to “money laundering” as defined in Article 1 of the Directive (2005/EC/60)
of the European Parliament and of the Council of the European Communities.


 


SECTION 9.         Affirmative
Covenants.  The Parent and the Borrower hereby covenant and agree that on and after the Initial Borrowing Date and
until the Total Commitments have terminated and the Loans, together with interest, Commitment Commission and all other obligations
incurred hereunder and thereunder, are paid in full (other than contingent indemnification and expense reimbursement claims for
which no claim has been made):


 


9.01         Information
Covenants. The Parent will provide to the Facility Agent (or will procure the provision of):


 


(a)         Quarterly
Financial Statements.  Within 60 days after the close of the first three fiscal quarters in each fiscal year of
the Parent, the consolidated balance sheets of the Parent and its Subsidiaries as at the end of such quarterly accounting period
and the related consolidated statements of operations and cash flows, in each case for such quarterly accounting period and for
the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and in each case, setting
forth comparative figures for the related periods in


 




    	 	-60-	 



     


    

 


the prior fiscal year, all of which shall
be certified by a financial officer of the Borrower, subject to normal year-end audit adjustments and the absence of footnotes;


 


(b)         Annual
Financial Statements.  Within 120 days after the close of each fiscal year of the Parent, the consolidated balance
sheets of the Parent and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations
and changes in shareholders’ equity and of cash flows for such fiscal year setting forth comparative figures for the preceding
fiscal year and audited by independent certified public accountants of recognized international standing, together with an opinion
of such accounting firm (which opinion shall not be qualified as to scope of audit or as to the status of the Parent as a going
concern) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position
and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP;


 


(c)         Valuations.
After the Delivery Date, together with delivery of the financial statements described in Section 9.01(b) for each fiscal year,
and at any other time within 15 days of a written request from the Facility Agent, an appraisal report of recent date (but in
no event earlier than 90 days before the delivery of such reports) from an Approved Appraiser or such other independent firm of
shipbrokers or shipvaluers nominated by the Borrower and approved by the Facility Agent (acting on the instructions of the Required
Lenders) or failing such nomination and approval, appointed by the Facility Agent (acting on such instructions) in its sole discretion
(each such valuation and any other valuation obtained pursuant to this Section 9.01(c) shall be made without, unless reasonably
required by the Facility Agent, physical inspection and on the basis of a sale for prompt delivery for cash at arm’s length
on normal commercial terms as between a willing buyer and a willing seller without taking into account the benefit of any charterparty
or other engagement concerning the Vessel), stating the then current fair market value of the Vessel.  The appraisal
obtained pursuant to the above provisions shall be treated as the fair market value of the Vessel for that period unless the Facility
Agent (acting on the instructions of the Required Lenders) notifies the Borrower within 15 days of the receipt of this appraisal
that it is not satisfied that such appraisal appropriately reflects the fair market value of the Vessel, in which case the Facility
Agent shall be entitled to request that the Borrower obtains a second valuation from an Approved Appraiser, such second valuation
to be obtained within 15 days of the receipt of the request for the same. Where any such second valuation is so requested, the
fair market value of the Vessel shall be determined on the basis of the average of the two appraisals so obtained.  All
such appraisals shall be conducted by, and made at the expense of, the Borrower (it being understood that the Facility Agent may
and, at the request of the Lenders, shall, upon prior written notice to the Borrower (which notice shall identify the names of
the relevant appraisal firms), obtain such appraisals and that the cost of all such appraisals will be for the account of the
Borrower); provided that, unless an Event of Default shall then be continuing, in no event shall the Borrower be required
to pay for appraisal reports from one or, if applicable, two appraisers on more than one occasion in any fiscal year of the Borrower,
with the cost of any such reports in excess thereof to be paid by the Lenders on a pro rata basis;


 


(d)         Filings.  Promptly,
copies of all financial information, proxy materials and other information and reports, if any, which the Parent or any of its
Subsidiaries shall file with the Securities and Exchange Commission (or any successor thereto);


 




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(e)         Projections.
(i) As soon as practicable (and in any event within 120 days after the close of each fiscal year), commencing with the fiscal
year ending December 31, 2012, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis
advance ticket sales (for at least 12 months following the date of such statement) for the NCLC Group;


 


(ii)         As
soon as practicable (and in any event not later than January 31 of each fiscal year):


 


		(x)	a budget for the NCLC Group for
                                         such new fiscal year including a 12 month liquidity budget for such new fiscal year;



 


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



 


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



 


(f)         Officer’s
Compliance Certificates. As soon as practicable (and in any event within 60 days after the close of each of the first three
quarters of its fiscal year and within 120 days after the close of each fiscal year), a statement signed by one of the Parent’s
financial officers substantially in the form of Exhibit M (commencing with the fourth quarter of the fiscal year ending December
31, 2012) and such other information as the Facility Agent may reasonably request;  


 


(g)         Litigation.  On
a quarterly basis, details of any material litigation, arbitration or administrative proceedings affecting any Credit Party which
are instituted and served, or, to the knowledge of the Parent or the Borrower, threatened (and for this purpose proceedings shall
be deemed to be material if they involve a claim in an amount exceeding $25,000,000 or the equivalent in another currency);


 


(h)         Notice
of Event of Default.  Promptly upon (i) any Credit Party becoming aware thereof (and in any event within three Business
Days), notification of the occurrence of any Event of Default and (ii) the Facility Agent’s request from time to time, a
certificate stating whether any Credit Party is aware of the occurrence of any Event of Default;


 


(i)         Status
of Foreign Exchange Arrangements.  Promptly upon reasonable request from the Lead Arrangers through the Facility
Agent, an update on the status of the Parent and the Borrower’s foreign exchange arrangements with respect to the Vessel
and this Agreement; and


 


(j)         Other
Information.  Promptly, such further information in its possession or control regarding its financial condition
and operations and those of any company in the NCLC Group as the Facility Agent may reasonably request.


 




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All accounts required
under this Section 9.01 shall be prepared in accordance with GAAP and shall fairly represent in all material respects the financial
condition of the relevant company.


 


9.02         Books
and Records; Inspection.  The Parent will keep, and will cause each of its Subsidiaries to keep, proper books of
record and account in all material respects, in which materially proper and correct entries shall be made of all financial transactions
and the assets, liabilities and business of the Parent and its Subsidiaries in accordance with GAAP.  The Parent will,
and will cause each of its Subsidiaries to, permit officers and designated representatives of the Facility Agent at the reasonable  request
of any Lead Arranger to visit and inspect, under guidance of officers of the Parent or such Subsidiary, any of the properties
of the Parent or such Subsidiary, and to examine the books of account of the Parent or such Subsidiary and discuss the affairs,
finances and accounts of the Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent
accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the
Facility Agent at the reasonable request of any such Lead Arranger may reasonably request.


 


9.03         Maintenance
of Property; Insurance.  The Parent will (x) keep, and will procure that each of its Subsidiaries keeps, all of its
real property and assets properly maintained and in existence and will comprehensively insure, and will procure that each of its
Subsidiaries comprehensively insures, for such amounts and of such types as would be effected by prudent companies carrying on
business similar to the Parent or its Subsidiaries (as the case may be) and (y) as of the Delivery Date, maintain (or cause the
Borrower to maintain) insurance (including, without limitation, hull and machinery, war risks, loss of hire (if applicable), protection
and indemnity insurance as set forth on Schedule 9.03 (the “Required Insurance”) with respect to the Vessel
at all times.  


 


9.04         Corporate
Franchises.  The Parent will, and will cause each of its Subsidiaries to, do all such things as are necessary to
maintain its corporate existence (except as permitted by Section 10.02) in good standing and will ensure that it has the right
and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions and will obtain and maintain
all franchises and rights necessary for the conduct of its business, except, in the case of Subsidiaries that are not Credit Parties,
to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.  


 


9.05         Compliance
with Statutes, etc.  The Parent will, and will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions (including all laws and regulations relating to money laundering) imposed
by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property,
except such non-compliances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


9.06         Hermes
Cover. (a)  The terms and conditions of the Hermes Cover are incorporated herein and in so far as they impose
terms, conditions and/or obligations on the Collateral Agent and/or the Facility Agent and/or the Hermes Agent and/or the Lenders
in relation to the Borrower or any other Credit Party then such terms, conditions and obligations are binding on the parties hereto
and further in the event of any conflict between the terms of the


 




    	 	-63-	 



     


    

 


Hermes Cover and the terms hereof the
terms of the Hermes Cover shall be paramount and prevail.  For the avoidance of doubt, neither the Parent nor the Borrower
has any interest or entitlement in the proceeds of the Hermes Cover.  In particular, but without limitation, the Borrower
shall pay any difference between the amount of the Loans drawn to pay the Hermes Premium, and the Hermes Premium.


 


(b)         The
Borrower shall at all times promptly pay all due and owing Hermes Premium.


 


9.07         End
of Fiscal Years.  The Parent and the Borrower will maintain their fiscal year ends as in effect on the Effective
Date.


 


9.08         Performance
of Credit Document Obligations.  The Parent will, and will cause each of its Subsidiaries to, perform all of its
obligations under the terms of each mortgage, indenture, security agreement and other debt instrument (including, without limitation,
the Credit Documents) by which it is bound, except such non-performances as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


9.09         Payment
of Taxes.  The Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material
taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging
to it, in each case on a timely basis, and all lawful claims which, if unpaid, might become a Lien not otherwise permitted under
Section 10.01, provided that neither the Parent nor any of its Subsidiaries shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with generally accepted accounting principles.


 


9.10         Further
Assurances.  (a)  The Borrower will, from time to time on being required to do so by the Facility Agent
or the Hermes Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in
a form reasonably satisfactory to the Facility Agent or the Hermes Agent (as the case may be) as the Facility Agent or the Hermes
Agent may reasonably consider necessary for giving full effect to any of the Credit Documents or securing to the Agents and/or
the Lenders or any of them the full benefit of the rights, powers and remedies conferred upon the Agents and/or the Lenders or
any of them in any such Credit Document.


 


(b)         The
Borrower hereby authorizes the Collateral Agent to file one or more financing or continuation statements under the UCC (or any
non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral without the signature of the
Borrower, where permitted by law.  The Collateral Agent will promptly send the Borrower a copy of any financing or continuation
statements which it may file without the signature of the Borrower and the filing or recordation information with respect thereto.


 


(c)         The
Parent will cause each Subsidiary of the Parent which owns any direct interest in the Borrower promptly following such Subsidiary’s
acquisition of such interest, to execute and deliver a counterpart to the Share Charge and, in connection therewith, promptly
execute and deliver all further instruments, and take all further action, that the Facility Agent


 




    	 	-64-	 



     


    

 


may reasonably require (including, without
limitation, the provision of officers’ certificates, resolutions, good standing certificates and opinions of counsel, in
each case to the reasonable satisfaction of the Facility Agent).


 


(d)         If
at any time the Borrower shall enter into a Supervision Agreement pursuant to the Construction Contract, the Borrower shall, substantially
simultaneously therewith, duly authorize, execute and deliver a valid and effective first-priority legal assignment in favor of
the Collateral Agent of all of the Borrower’s present and future interests in and benefits under such Supervision Agreement,
which such assignment shall be in form and substance reasonably acceptable to the Facility Agent, and customary for this type
of transaction.


 


9.11         Ownership
of Subsidiaries.  Other than “director qualifying shares” and similar requirements, the Parent shall
at all times directly or indirectly own 100% of the Capital Stock or other Equity Interests of the Borrower (except as permitted
by Section 10.02).


 


9.12         Consents
and Registrations.  The Parent and the Borrower shall obtain (and shall, at the request of the Facility Agent, promptly
furnish certified copies to the Facility Agent of) all such authorizations, approvals, consents, licenses and exemptions as may
be required under any applicable law or regulation to enable it or any Credit Party to perform its obligations under, and ensure
the validity or enforceability of, each of the Credit Documents are obtained and promptly renewed from time to time and will procure
that the terms of the same are complied with at all times.  Insofar as such filings or registrations have not been completed
on or before the Initial Borrowing Date, the Borrower will procure the filing or registration within applicable time limits of
each Security Document which requires filing or registration together with all ancillary documents required to preserve the priority
and enforceability of the Security Documents.


 


9.13         Flag
of Vessel.  (a)  The Borrower shall cause the Vessel to be registered under the laws and flag of the Bahamas
or, provided that the requirements of a Flag Jurisdiction Transfer are satisfied, another Acceptable Flag Jurisdiction.  Notwithstanding
the foregoing, the relevant Credit Party may transfer the Vessel to an Acceptable Flag Jurisdiction pursuant to the requirements
set forth in the definition of “Flag Jurisdiction Transfer”.


 


(b)         Except
as permitted by Section 10.02, the Borrower will own the Vessel and will procure that the Vessel is traded within the NCLC Fleet
from the Delivery Date until the Maturity Date.


 


(c)         The
Borrower will at all times engage the Manager (or a replacement manager reasonably acceptable to the Facility Agent) to provide
the commercial and technical management and crewing of the Vessel.


 


9.14         “Know
Your Customer” and Other Similar Information.  The Parent will, and will cause the Credit Parties, to provide
(i) the “Know Your Customer” information required pursuant to the PATRIOT Act and applicable money laundering provisions
and (ii) such other documentation and evidence necessary in order for the Lenders to carry out and be reasonably satisfied with
other similar checks under all applicable laws and regulations pursuant to the Transaction and the Hermes Cover, in each case
as requested by the Facility Agent, the


 




    	 	-65-	 



     


    

 


Hermes Agent or any Lender in connection
with each of the Facility Agent’s, the Hermes Agent’s and each Lender’s internal compliance regulations.


 


SECTION 10.         Negative
Covenants.  The Parent and the Borrower hereby covenant and agree that on and after the Initial Borrowing Date and
until all Commitments have terminated and the Loans, together with interest, Commitment Commission and all other Credit Document
Obligations incurred hereunder and thereunder, are paid in full (other than contingent indemnification and expense reimbursement
claims for which no claim has been made):


 


10.01         Liens.  The
Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or
agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with recourse to the
Parent or any of its Subsidiaries); provided that the provisions of this Section 10.01 shall not prevent the creation,
incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):


 


(i)         inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and payable or Liens for taxes, assessments or governmental
charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established
in accordance with generally accepted accounting principles;


 


(ii)         Liens
imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for Borrowed Money, such
as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the
ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Collateral and
do not materially impair the use thereof in the operation of the business of the Parent or such Subsidiary or (y) which are
being contested in good faith by appropriate proceedings, which proceedings (or orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the Collateral subject to any such Lien;


 


(iii)         Liens
in existence on the Effective Date which are listed, and the property subject thereto described, in Schedule 10.01, without giving
effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if
any, secured by such Liens does not increase from that amount outstanding on the Effective Date, less any repayments of principal
thereof;


 


(iv)         Liens
created pursuant to the Security Documents including, without limitation, Liens created in relation to any Interest Rate Protection
Agreement or Other Hedging Agreement;


 


(v)         Liens
arising out of judgments, awards, decrees or attachments with respect to which the Parent or any of its Subsidiaries shall in
good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments,
awards, decrees or attachments shall not constitute an Event of Default under Section 11.09;


 




    	 	-66-	 



     


    

 


(vi)         Liens
in respect of seamen’s wages which are not past due and other maritime Liens arising in the ordinary course of business
up to an aggregate amount of $10,000,000; 


 


(vii)         [Intentionally
omitted]


 


(vii)         Liens
which rank after the Liens created by the Security Documents to secure the performance of bids, tenders, bonds or contracts; provided
that (a) such bids, tenders, bonds or contracts directly relate to the Vessel, are incurred in the ordinary course of business
and do not relate to the incurrence of Indebtedness for Borrowed Money, and (b) at any time outstanding, the aggregate amount
of Liens under this clause (vii) shall not secure greater than $25,000,000 of obligations.


 


In connection with the granting of Liens
described above in this Section 10.01 by the Parent or any of its Subsidiaries, the Facility Agent and the Collateral Agent shall
be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing
appropriate lien subordination agreements in favor of the holder or holders of such Liens, in respect of the item or items of
equipment or other assets subject to such Liens).


 


10.02         Consolidation,
Merger, Amalgamation, Sale of Assets, Acquisitions, etc.  (a)  The Parent will not, and will not permit
any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger, amalgamation or
consolidation, or convey, sell, lease or otherwise dispose of all or substantially all of its property or assets, or make any
Acquisitions, except that:


 


(i)         any
Subsidiary of the Parent (other than the Borrower) may merge, amalgamate or consolidate with and into, or be dissolved or liquidated
into, the Parent or other Subsidiary of the Parent (other than the Borrower), so long as (x) in the case of any such merger, amalgamation,
consolidation, dissolution or liquidation involving the Parent, the Parent is the surviving or continuing entity of any such merger,
amalgamation, consolidation, dissolution or liquidation and (y) any security interests granted to the Collateral Agent for the
benefit of the Secured Creditors pursuant to the Security Documents in the assets of such Subsidiary shall remain in full force
and effect and perfected (to at least the same extent as in effect immediately prior to such merger, amalgamation, consolidation,
dissolution or liquidation) and all actions required to maintain said perfected status have been taken;


 


(ii)         the
Parent and any Subsidiary of the Parent may make dispositions of assets so long as such disposition is permitted pursuant to Section
10.02(b);


 


(iii)         the
Parent and any Subsidiary of the Parent (other than the Borrower) may make Acquisitions; provided that (x) the Parent provides
evidence reasonably satisfactory to the Required Lenders that the Parent will be in compliance with the financial undertakings
contained in Sections 10.06 to 10.09 after giving effect to such Acquisition on a pro forma basis and (y) no Default or Event
of Default will exist after giving effect to such Acquisition; and


 




    	 	-67-	 



     


    

 


(iv)         the
Parent and any Subsidiary of the Parent (other than the Borrower) may establish new Subsidiaries.


 


(b)         The
Parent will not, and will not permit any other company in the NCLC Group to, either in a single transaction or in a series of
transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all
or a substantial part of its assets except that the following disposals shall not be taken into account:


 


(i)         dispositions
made in the ordinary course of trading of the disposing entity (excluding a disposition of the Vessel or other Collateral) including
without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge
of any obligation incurred for value in the ordinary course of trading;


 


(ii)         dispositions
of cash raised or borrowed for the purposes for which such cash was raised or borrowed;


 


(iii)         dispositions
of assets (other than the Vessel or other Collateral) owned by any member of the NCLC Group in exchange for other assets comparable
or superior as to type and value;


 


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


 


(v)         the
Credit Parties may sell, lease or otherwise dispose of the Vessel or sell 100% of the Capital Stock of the Borrower, provided
that such sale is made at fair market value, the Total Commitment is permanently reduced to $0, and the Loans are repaid in
full; and


 


(vi)         Permitted
Chartering Arrangements.


 


10.03         Dividends.  The
Parent will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Parent
or any of its Subsidiaries, except that:


 


(i)         Subsidiaries
of the Parent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any
Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL
International Ltd., NCL America Holdings, LLC or Arrasas Limited shall be received promptly by the Parent directly or indirectly
by way of Dividend;


 


(ii)         the
Parent may pay Dividends in respect of the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary
or affiliated tax returns for each relevant jurisdiction of the NCLC Group or holder of the Parent’s Capital Stock with
respect to income taxable as a result of any member of the NCLC Group being taxed


 




    	 	-68-	 



     


    

 


as a pass-through entity for
U.S. Federal, state and local income tax purposes or attributable to any member of the NCLC Group; and


 


(iii)         at
any time following the listing of the ordinary Capital Stock of the Parent (or parent company of the Parent) on an Approved Stock
Exchange, the Parent may pay Dividends in an amount not to exceed 50% of Consolidated Net Income of the Parent and its Subsidiaries
for the period (taken as one period) commencing on January 1, 2010 and ending on the date prior to such Dividend for which financial
statements are available so long as (x) no Default or Event or Default exists or would result from such Dividend and (y) at the
time of such Dividend and after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the four consecutive
fiscal quarters last ended for which financial statements have been provided to the Facility Agent pursuant to Section 9.01 is
less than 5.50:1.00.


 


10.04         Advances,
Investments and Loans.  The Parent will not, and will not permit any other member of the NCLC Group to, purchase
or acquire any margin stock (or other Equity Interests) or any other asset, or make any capital contribution to or other investment
in any other Person (each of the foregoing an “Investment” and, collectively, “Investments”),
in each case either in a single transaction or in a series of transactions (whether related or not), except that the following
shall be permitted:


 


(i)            Investments
on arm’s length terms;


 


		(ii)	Investments for its use in its ordinary
                                         course of business;



 


(iii)          Investments
the cost of which is less than or equal to its fair market value at the date of acquisition; and


 


		(iv)	Investments permitted by Section
                                         10.02.



 


10.05         Transactions
with Affiliates.  (a) The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property
or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of such Person (each of the foregoing, an “Affiliate
Transaction”) involving aggregate consideration in excess of $10,000,000, unless such Affiliate Transaction is on terms
that are not materially less favorable to the Parent or any Subsidiary of the Parent than those that could have been obtained
in a comparable transaction by such Person with an unrelated Person.


 


(b)          The
provisions of Section 10.05(a) shall not apply to the following:


 


(i)         transactions
between or among the Parent and/or any Subsidiary of the Parent (or an entity that becomes a Subsidiary of the Parent as a result
of such transaction) and any merger, consolidation or amalgamation of the Parent or any Subsidiary of the Parent and any direct
parent of the Parent, any Subsidiary of the Parent or, in the case of a Subsidiary of the Parent, the Parent; provided
that such parent shall have no material liabilities and no material assets other than cash, Cash


 




    	 	-69-	 



     


    

 


Equivalents and the Capital
Stock of the Parent or such Subsidiary of the Parent, as the case may be, and such merger, consolidation or amalgamation is otherwise
in compliance with the terms of this Agreement and effected for a bona fide business purpose;


 


(ii)          Dividends
permitted by Section 10.03 and Investments permitted by Section 10.04;


 


(iii)         the
payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Parent or any Subsidiary of the Parent, any direct or indirect parent of the Parent;


 


(iv)         payments
by the Parent or any Subsidiary of the Parent to a Permitted Holder made for any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions
or divestitures, which payments are approved by a majority of the board of directors of the Parent in good faith;


 


(v)         any
agreement to pay, and the payment of, monitoring, management, transaction, advisory or similar fees (A) in an aggregate amount
in any fiscal year not to exceed the sum of (1) the greater of (i) 1% of Consolidated EBITDA of the Parent and (ii) $9,000,000,
plus reasonable out of pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2)
any deferred fees (to the extent such fees were within such amount in clause (A)(1) above originally), plus (B) 2.0% of the value
of transactions with respect to which an Affiliate provides any transaction, advisory or other services, plus (C) so long as no
Event of Default has occurred and is continuing, in the event of an initial public offering, the present value of all future amounts
payable pursuant to any agreement referred to in clause (A)(1) above in connection with the termination of such agreement with
a Permitted Holder; provided that if any such payment pursuant to clause (C) is not permitted to be paid as a result of
an Event of Default, such payment shall accrue and may be payable when no Event of Default is continuing to the extent that no
further Event of Default would result therefrom;


 


(vi)         transactions
in which the Parent or any Subsidiary of the Parent, as the case may be, delivers to the Facility Agent a letter from an independent
financial advisor stating that such transaction is fair to the Parent or any Subsidiary of the Parent, as the case may be, from
a financial point of view or meets the requirements of Section 10.05(a);


 


(vii)         payments
or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the board
of directors of the Parent in good faith;


 


(viii)         any
agreement as in effect as of the Effective Date or any amendment thereto (so long as any such agreement together with all amendments


 




    	 	-70-	 



     


    

 


thereto, taken as a whole,
is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Effective Date)
or any transaction contemplated thereby as determined in good faith by the Parent;


 


(ix)         (A)
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating
to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Agreement, which are fair to the Parent and its Subsidiaries in the reasonable determination of the Board of
Directors or the senior management of the Parent, or are on terms at least as favorable as might reasonably have been obtained
at such time from an unaffiliated party or (B) transactions with joint ventures or Subsidiaries of the Parent entered into in
the ordinary course of business and consistent with past practice or industry norm;


 


(x)         the
issuance of Equity Interests (other than Disqualified Stock) of the Parent to any Person;


 


(xi)        the
issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the
Parent or any direct or indirect parent of the Issuer or of a Subsidiary of the Parent, as appropriate, in good faith;


 


(xii)        any
contribution to the capital of the Parent;


 


(xiii)       transactions
between the Parent or any Subsidiary of the Parent and any Person, a director of which is also a director of the Parent or a Subsidiary
of the Parent or any direct or indirect parent of the Parent; provided, however, that such director abstains from
voting as a director of the Parent or a Subsidiary of the Parent or such direct or indirect parent, as the case may be, on any
matter involving such other Person;


 


(xiv)       pledges
of Equity Interests of Subsidiaries of the Parent (other than the Borrower);


 


(xv)       the
formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in
the ordinary course of business;


 


(xvi)       any
employment agreements entered into by the Parent or any Subsidiary of the Parent in the ordinary course of business; and


 


(xvii)       transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Parent in an officer’s certificate)
for the purpose of improving the consolidated tax efficiency of the Parent and its Subsidiaries and not for the purpose of circumventing
any provision set forth in this Agreement.


 




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10.06         Free
Liquidity.  The Parent will not permit the Free Liquidity to be less than $50,000,000 at any time.


 


10.07         Total
Net Funded Debt to Total Capitalization.  The Parent will not permit the ratio of Total Net Funded Debt to Total
Capitalization to be greater than 0.70:1.00 at any time.


 


10.08         Collateral
Maintenance.  The Borrower will not permit the Appraised Value of the Vessel (such value, the “Vessel Value”)
to be less than 125% of the aggregate outstanding principal amount of Loans at such time; provided that, so long as any
non-compliance in respect of this Section 10.08 is not caused by a voluntary Collateral Disposition, such non-compliance shall
not constitute a Default or an Event of Default so long as within 10 Business Days of the occurrence of such default, the Borrower
shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it
being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par), pursuant to security
documentation reasonably satisfactory in form and substance to the Collateral Agent and the Lead Arrangers, in an aggregate amount
sufficient to cure such non-compliance (and shall at all times during such period and prior to satisfactory completion thereof,
be diligently carrying out such actions) or (ii) repay Loans in an amount sufficient to cure such non-compliance; provided,
further, that, subject to the last sentence in Section 9.01(c), the covenant in this Section 10.08 shall be tested
no more than once per calendar year beginning with the first calendar year end to occur after the Delivery Date in the absence
of the occurrence of an Event of Default which is continuing.


 


10.09         Consolidated
EBITDA to Consolidated Debt Service. The Parent will not permit the ratio of Consolidated EBITDA to Consolidated Debt Service
for the NCLC Group at the end of any fiscal quarter, computed for the period of the four consecutive fiscal quarters ending as
at the end of the relevant fiscal quarter, to be less than 1.25:1.00 unless the Free Liquidity of the NCLC Group at all times
during such period of four consecutive fiscal quarters ending as at the end of such fiscal quarter was equal to or greater than
$100,000,000.  


 


10.10         Business;
Change of Name.  The Parent will not, and will not permit any of its Subsidiaries to, change its name, change its
address as indicated on Schedule 14.03A to an address outside the State of Florida, or make or threaten to make any substantial
change in its business as presently conducted or cease to perform its current business activities or carry on any other business
which is substantial in relation to its business as presently conducted if doing so would imperil the security created by any
of the Security Documents or affect the ability of the Parent or its Subsidiaries to duly perform its obligations under any Credit
Document to which it is or may be a party from time to time (it being understood that name changes and changes of address to an
address outside the State of Florida shall be permitted so long as new, relevant Security Documents are executed and delivered
(and if necessary, recorded) in a form reasonably satisfactory to the Collateral Agent), in each case in the reasonable opinion
of the Facility Agent; provided that any new leisure or hospitality venture embarked upon by any member of the NCLC Group
(other than the Parent) shall not constitute a substantial change in its business.


 


10.11         Subordination
of Indebtedness. Other than the Sky Vessel Indebtedness, (i) the Parent shall procure that any and all of its Indebtedness
with any other


 




    	 	-72-	 



     


    

 


Credit Party and/or any shareholder of
the Parent is at all times fully subordinated to the Credit Document Obligations and (ii) the Parent shall not make or permit
to be made any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from
or representing Indebtedness with any shareholder of the Parent.  Upon the occurrence of an Event of Default, the Parent
shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising
from or representing Indebtedness with any other Credit Party (including, for the avoidance of doubt, the Sky Vessel Indebtedness);
provided that, notwithstanding anything set forth in this Agreement to the contrary, the consent of the Lenders will be required
for any (I) prepayment of the Sky Vessel Indebtedness in advance of the scheduled repayments set forth in the memorandum of agreement
referred to in the definition of Sky Vessel Indebtedness and (II) amendment to the memorandum of agreement referred to in the
definition of Sky Vessel Indebtedness to the extent that such amendment involves a material change to terms of the financing arrangements
set forth therein that is adverse to the interests of either the Parent or the Lenders (including, without limitation, any change
that is adverse to the interests of either the Parent or the Lenders (i) in the timing and/or schedule of repayment applicable
to such financing arrangements by more than five Business Days or (ii) in the interest rate applicable to such financing arrangements).


 


10.12         Activities
of Borrower, etc.  The Parent will not permit the Borrower to, and the Borrower will not:


 


(i)           issue
or enter into any guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other
Person, other than in the ordinary course of its business as owner of the Vessel;


 


(ii)          incur
any Indebtedness other than under the Credit Documents or other than in the ordinary course of its business as owner of the Vessel;
and


 


(iii)         engage
in any business or own any significant assets or have any material liabilities other than (i) its ownership of the Vessel and
(ii) those liabilities which it is responsible for under this Agreement and the other Credit Documents to which it is a party,
provided that the Borrower may also engage in those activities that are incidental to (x) the maintenance of its existence
in compliance with applicable law and (y) legal, tax and accounting matters in connection with any of the foregoing activities.


 


10.13         Material
Amendments or Modifications of Construction Contracts.  The Parent will not, and will not permit any of its Subsidiaries
to, make any material amendments, modifications or changes to any term or provision of the Construction Contract that would amend,
modify or change (i) the purpose of the Vessel or (ii) the Initial Construction Price in excess of 7.5% in the aggregate, in each
case unless such amendment, modification or change is approved in advance by the Facility Agent and the Hermes Agent and the same
could not reasonably be expected to be adverse to the interests of the Lenders or the Hermes Cover.


 


10.14         No
Place of Business.  None of the Credit Parties shall establish a place of business in the United Kingdom or the United
States of America, with the exception of those places of business already in existence on the Effective Date, unless prompt notice
thereof is given to the Facility Agent and the requirements set forth in Section 9.10 have been satisfied.


 




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SECTION 11.Events
of Default.  Upon the occurrence of any of the following specified events (each an “Event of Default”):


 


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


 


11.02         Representations,
etc.  Any representation, warranty or statement made or repeated in, or in connection with, any Credit Document
or in any accounts, certificate, statement or opinion delivered by or on behalf of any Credit Party thereunder or in connection
therewith is materially incorrect when made or would, if repeated at any time hereafter by reference to the facts subsisting at
such time, no longer be materially correct; or


 


11.03         Covenants.  Any
Credit Party shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Section
9.01(h), Section 9.06, Section 9.11, or Section 10 or (ii) default in the due performance or observance by it of any other term,
covenant or agreement contained in this Agreement or any other Credit Document and, in the case of this clause (ii), such default
shall continue unremedied for a period of 30 days after written notice to the Borrower by the Facility Agent or any of the Lenders;
or








 


11.04         Default
Under Other Agreements.  (a) Any event of default occurs under any financial contract or financial document relating
to any Indebtedness of any member of the NCLC Group;


 


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


 


(c)         Any
Lien over any assets of any member of the NCLC Group becomes enforceable; or


 


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


 


provided
that:


 


(i)         it
shall not be a Default or Event of Default under this Section 11.04 unless the principal amount of the relevant Indebtedness as
described in preceding clauses (a) through (d), inclusive, exceeds $15,000,000;


 


(ii)         no
Event of Default will arise under clauses (a), (c) and/or (d) until the earlier of (x) 30 days following the occurrence of the
related event of default, Lien becoming


 




    	 	-74-	 



     


    

 


enforceable or Indebtedness becoming capable
of being declared due prematurely, as the case may be, and (y) the acceleration of the relevant Indebtedness or the enforcement
of the relevant Lien; and


 


(iii)         if
at any time hereafter the Parent or any other member of the NCLC Group agrees to the incorporation of a cross default provision
into any financial contract or financial document relating to any Indebtedness that is more onerous than this Section 11.04, then
the Parent shall immediately notify the Facility Agent and that cross default provision shall be deemed to apply to this Agreement
as if set out in full herein with effect from the date of such financial contract or financial document and during the term of
that financial contract or financial document; or


 


11.05         Bankruptcy,
etc.  (a) Other than as expressly permitted in Section 10, any order is made or an effective resolution passed or
other action taken for the suspension of payments or dissolution, termination of existence, liquidation, winding-up or bankruptcy
of any member of the NCLC Group; or


 


(b)         Any
member of the NCLC Group shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,”
as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is
commenced against any member of the NCLC Group, and the petition is not dismissed within 45 days after the filing thereof, provided,
however, that during the pendency of such period, each Lender shall be relieved of its obligation to extend credit hereunder;
or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property
of any member of the NCLC Group, to operate all or any substantial portion of the business of any member of the NCLC Group, or
any member of the NCLC Group commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to any member of the NCLC Group, or there is commenced against any member of the NCLC Group any such proceeding which remains
undismissed for a period of 45 days after the filing thereof, or any member of the NCLC Group is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or any member of the NCLC Group makes
a general assignment for the benefit of creditors; or any Company action is taken by any member of the NCLC Group for the purpose
of effecting any of the foregoing; or


 


(c)         A
liquidator (subject to Section 11.05(e)), trustee, administrator, receiver, manager or similar officer is appointed in respect
of any member of the NCLC Group or in respect of all or any substantial part of the assets of any member of the NCLC Group and
in any such case such appointment is not withdrawn within 30 days (in this Section 11.05, the “Grace Period”)
unless the Facility Agent considers in its sole discretion that the interest of the Lenders and/or the Agents might reasonably
be expected to be adversely affected in which event the Grace Period shall not apply; or


 


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


 




    	 	-75-	 



     


    

 


(e)         Anything
analogous to or having a substantially similar effect to any of the events specified in this Section 11.05 shall have occurred
under the laws of any applicable jurisdiction (subject to the analogous grace periods set forth herein); or


 


11.06         Total
Loss.  An Event of Loss shall occur resulting in the actual or constructive total loss of the Vessel or the agreed
or compromised total loss of the Vessel and the proceeds of the insurance in respect thereof shall not have been received within
150 days of the event giving rise to such Event of Loss; or


 


11.07         Security
Documents.  At any time after the execution and delivery thereof, any of the Security Documents shall cease to be
in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights,
powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien
on, all of the material Collateral), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons
(except in connection with Permitted Liens), and subject to no other Liens (except Permitted Liens), or any “event of default”
(as defined in the Vessel Mortgage) shall occur in respect of the Vessel Mortgage; or


 


11.08         Guaranties.  (a)  The
Parent Guaranty, or any provision thereof, shall cease to be in full force or effect as to the Parent, or the Parent (or any Person
acting by or on behalf of the Parent) shall deny or disaffirm the Parent’s obligations under the Parent Guaranty; or


 


(b)         After
the execution and delivery thereof, the Hermes Cover, or any material provision thereof, shall cease to be in full force or effect,
or Hermes (or any Person acting by or on behalf of the Parent or the Hermes Agent) shall deny or disaffirm Hermes’ obligations
under the Hermes Cover; or


 


11.09         Judgments.  Any
distress, execution, attachment or other process affects the whole or any substantial part of the assets of any member of the
NCLC Group and remains undischarged for a period of 21 days or any uninsured judgment in excess of $15,000,000 following final
appeal remains unsatisfied for a period of 30 days in the case of a judgment made in the United States and otherwise for a period
of 60 days; or  


 


11.10         Cessation
of Business.  Subject to Section 10.02, any member of the NCLC Group shall cease to carry on all or a substantial
part of its business; or


 


11.11         Revocation
of Consents.  Any authorization, approval, consent, license, exemption, filing, registration or notarization or other
requirement necessary to enable any Credit Party to comply with any of its obligations under any of the Credit Documents to which
it is a party shall have been materially adversely modified, revoked or withheld or shall not remain in full force and effect
and within 90 days of the date of its occurrence such event is not remedied to the satisfaction of the Required Lenders and the
Required Lenders consider in their sole discretion that such failure is or might be expected to become materially prejudicial
to the interests, rights or position of the Agents and the Lenders or any of them; provided that the Borrower shall not be entitled
to the aforesaid 90 day period if the modification, revocation or withholding of the authorization, approval or consent is due
to an act or omission of any Credit


 




    	 	-76-	 



     


    

 


Party and the Required Lenders are satisfied
in their sole discretion that the interests of the Agents or the Lenders might reasonably be expected to be materially adversely
affected; or


 


11.12         Unlawfulness.  At
any time it is unlawful or impossible for:


 


(i)         any
Credit Party to perform any of its obligations under any Credit Document to which it is a party; or


 


(ii)         the
Agents or the Lenders, as applicable, to exercise any of their rights under any of the Credit Documents;


 


provided that no Event of Default
shall be deemed to have occurred (x) (except where the unlawfulness or impossibility adversely affects any Credit Party’s
payment obligations under this Agreement and/or the other Credit Documents (the determination of which shall be in the Facility
Agent’s sole discretion) in which case the following provisions of this Section 11.12 shall not apply) where the unlawfulness
or impossibility prevents any Credit Party from performing its obligations (other than its payment obligations under this Agreement
and the other Credit Documents) and is cured within a period of 21 days of the occurrence of the event giving rise to the unlawfulness
or impossibility and the relevant Credit Party, within the aforesaid period, performs its obligation(s), and (y) where the Facility
Agent and/or the Lenders, as applicable, could, in its or their sole discretion, mitigate the consequences of unlawfulness or
impossibility in the manner described in Section 2.11(a) (it being understood that the costs of mitigation shall be determined
in accordance with Section 2.11(a)); or


 


11.13         Insurances.  Borrower
shall have failed to insure the Vessel in the manner specified in this Agreement or failed to renew the Required Insurance at
least 10 Business Days prior to the date of expiry thereof and, if requested by the Facility Agent, produce prompt confirmation
of such renewal to the Facility Agent; or


 


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


 


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


 


11.16         Change
of Control.  A Change of Control shall occur; or


 




    	 	-77-	 



     


    

 


11.17         Material
Adverse Change.  Any event shall occur which results in a Material Adverse Effect; or


 


11.18         Repudiation
of Construction Contract or other Material Documents.  Any party to the Construction Contract, any Credit Document
or any other material documents related to the Credit Document Obligations hereunder shall repudiate the Construction Contract,
such Credit Document or such material document in any way;


 


then, and in any such
event, and at any time thereafter, if any Event of Default shall then be continuing, the Facility Agent, upon the written request
of the Required Lenders and after having informed the Hermes Agent of such written request, shall by written notice to the Borrower,
take any or all of the following actions, without prejudice to the rights of any Agent or any Lender to enforce its claims against
any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur, the result which would
occur upon the giving of written notice by the Facility Agent to the Borrower as specified in clauses (i) and (ii) below shall
occur automatically without the giving of any such notice):  (i) declare the Total Commitments terminated, whereupon
all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due
and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans
and all Credit Document Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; and (iii) enforce,
as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents.


 


SECTION 12.Agency
and Security Trustee Provisions.


 


12.01         Appointment
and Declaration of Trust.  (a) The Lenders hereby designate KfW IPEX-Bank GmbH, as Facility Agent (for purposes of
this Section 12, the term “Facility Agent” shall include KfW IPEX-Bank GmbH (and/or any of its Affiliates)
in its capacity as Collateral Agent under the Security Documents and as CIRR Agent) to act as specified herein and in the other
Credit Documents.  Each Lender hereby irrevocably authorizes the Agents to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein
and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of
the Agents by the terms hereof and thereof and such other powers as are reasonably incidental thereto.  Each Agent may
perform any of its duties hereunder by or through its respective officers, directors, agents, employees or affiliates and, may
transfer from time to time any or all of its rights, duties and obligations hereunder and under the relevant Credit Documents
(in accordance with the terms thereof) to any of its banking affiliates.


 


(b)         With
effect from the Initial Syndication Date, KfW IPEX Bank GmbH in its capacity as Collateral Agent pursuant to the Security Documents
declares that it shall hold the Collateral in trust for the Secured Creditors.  The Collateral Agent shall have the
right to delegate a co-agent or sub-agent from time to time to perform and benefit from any or all of rights, duties and obligations
hereunder and under the relevant Security Documents (in accordance with the terms thereof and of the Security Trust Deed) and,
in the event that any such


 




    	 	-78-	 



     


    

 


duties or obligations are so delegated,
the Collateral Agent is hereby authorized to enter into additional Security Documents or amendments to the then existing Security
Documents to the extent it deems necessary or advisable to implement such delegation and, in connection therewith, the Parent
will, or will cause the relevant Subsidiary to, use its commercially reasonable efforts to promptly deliver any opinion of counsel
that the Facility Agent may reasonably require to the reasonable satisfaction of the Facility Agent.


 


(c)         The
Lenders hereby designate KfW-IPEX Bank GmbH, as Hermes Agent, which Agent shall be responsible for any and all communication,
information and negotiation required with Hermes in relation to the Hermes Cover.  All notices and other communications
provided to the Hermes Agent shall be mailed, telexed, telecopied, delivered or electronic mailed to the Notice Office of the
Hermes Agent.


 


12.02         Nature
of Duties.  The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents.  None of the Agents nor any of their respective officers, directors, agents, employees or
affiliates shall be liable for any action taken or omitted by it or them hereunder, under any other Credit Document, under the
Hermes Cover or in connection herewith or therewith, unless caused by such Person’s gross negligence or willful misconduct
(any such liability limited to the applicable Agent to whom such Person relates).  The duties of each of the Agents
shall be mechanical and administrative in nature; none of the Agents shall have by reason of this Agreement or any other Credit
Document any fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed
or implied, is intended to or shall be so construed as to impose upon any Agents any obligations in respect of this Agreement,
any other Credit Document or the Hermes Cover except as expressly set forth herein or therein.


 


12.03         Lack
of Reliance on the Agents.  Independently and without reliance upon the Agents, each Lender, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs
of the Credit Parties in connection with the making and the continuance of the Loans and the taking or not taking of any action
in connection herewith, (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the
Hermes Cover and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times thereafter.  None of the Agents shall be
responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement, any other Credit Document, the Hermes Cover or the financial
condition of the Credit Parties or any of them or be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of this Agreement, any other Credit Document, the Hermes Cover, or the financial
condition of the Credit Parties or any of them or the existence or possible existence of any Default or Event of Default.


 


12.04         Certain
Rights of the Agents.  If any of the Agents shall request instructions from the Required Lenders with respect to
any act or action (including failure to act)


 




    	 	-79-	 



     


    

 


in connection with this Agreement, any
other Credit Document or the Hermes Cover, the Agents shall be entitled to refrain from such act or taking such action unless
and until the Agents shall have received instructions from the Required Lenders; and the Agents shall not incur liability to any
Person by reason of so refraining.  Without limiting the foregoing, no Lender shall have any right of action whatsoever
against the Agents as a result of any of the Agents acting or refraining from acting hereunder or under any other Credit Document
in accordance with the instructions of the Required Lenders.


 


12.05         Reliance.  Each
of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by any Person that the applicable Agent believed to be the proper Person, and, with respect to all legal
matters pertaining to this Agreement, any other Credit Document, the Hermes Cover and its duties hereunder and thereunder, upon
advice of counsel selected by the Facility Agent.








 


12.06         Indemnification.  To
the extent any of the Agents is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the applicable
Agents, in proportion to their respective “percentages” as used in determining the Required Lenders (without regard
to the existence of any Defaulting Lenders), for and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against
or incurred by such Agents in performing their respective duties hereunder or under any other Credit Document, in any way relating
to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable to an Agent for
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent’s gross negligence or willful misconduct.


 


12.07         The
Agents in their Individual Capacities.  With respect to its obligation to make Loans under this Agreement, each of
the Agents shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers
as though it were not performing the duties specified herein; and the term “Lenders,” “Secured Creditors”,
“Required Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include each of the
Agents in their respective individual capacity.  Each of the Agents may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with any Credit Party or any Affiliate of any Credit Party as if it were
not performing the duties specified herein, and may accept fees and other consideration from the Borrower or any other Credit
Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.


 


12.08         Resignation
by an Agent.  (a)  Any Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and
the Lenders.  Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and
(c) below or as otherwise provided below.  


 




    	 	-80-	 



     


    

 


(b)         Upon
notice of resignation by an Agent pursuant to clause (a) above, the Required Lenders shall appoint a successor Agent hereunder
or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower; provided that the
Borrower’s consent shall not be required pursuant to this clause (b) if an Event of Default exists at the time of appointment
of a successor Agent.


 


(c)         If
a successor Agent shall not have been so appointed within the 15 Business Day period referenced in clause (a) above, the applicable
Agent, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), shall then appoint a commercial
bank or trust company with capital and surplus of not less than $500,000,000 as successor Agent who shall serve as the applicable
Agent hereunder or thereunder until such time, if any, as the Lenders appoint a successor Agent as provided above; provided
that the Borrower’s consent shall not be required pursuant to this clause (c) if an Event of Default exists at the time
of appointment of a successor Agent.


 


(d)         If
no successor Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such notice
of resignation was given by the applicable Agent, the applicable Agent’s resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Credit Document until such time,
if any, as the Required Lenders appoint a successor Agent as provided above.


 


12.09         The
Lead Arrangers.  Notwithstanding any other provision of this Agreement or any provision of any other Credit Document,
KfW IPEX-Bank GmbH is hereby appointed as a Lead Arranger by the Lenders to act as specified herein and in the other Credit Documents.  Each
of the Lead Arrangers in their respective capacities as such shall have only the limited powers, duties, responsibilities and
liabilities with respect to this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby as
are set forth herein or therein; it being understood and agreed that the Lead Arrangers shall be entitled to all indemnification
and reimbursement rights in favor of any of the Agents as provided for under Sections 12.06 and 14.01.  Without limitation
of the foregoing, none of the Lead Arrangers shall, solely by reason of this Agreement or any other Credit Documents, have any
fiduciary relationship in respect of any Lender or any other Person.


 


12.10        Impaired
Agent.(a) If, at any time, any Agent becomes an Impaired Agent, a Credit Party or a Lender which is required to make a
payment under the Credit Documents to such Agent in accordance with Section 4.03 may instead either pay that amount directly
to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of
paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and
is continuing, in the name of the Credit Party or the Lender making the payment and designated as a trust account for the benefit
of the party or parties hereto beneficially entitled to that payment under the Credit Documents.  In each case such
payments must be made on the due date for payment under the Credit Documents.


 




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(b)         All
interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that
trust account pro rata to their respective entitlements.


 


(c)         A
party to this Agreement which has made a payment in accordance with this Section 12.10 shall be discharged of the relevant payment
obligation under the Credit Documents and shall not take any credit risk with respect to the amounts standing to the credit of
the trust account.


 


(d)         Promptly
upon the appointment of a successor Agent in accordance with Section 12.11, each party to this Agreement which has made a payment
to a trust account in accordance with this Section 12.10 shall give all requisite instructions to the bank with whom the
trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance
with Section 2.04


 


12.11         Replacement
of an Agent.  (a) After consultation with the Parent, the Required Lenders may, by giving 30 days’ notice to
an Agent (or, at any time such Agent is an Impaired Agent, by giving any shorter notice determined by the Required Lenders) replace
such Agent by appointing a successor Agent (subject to Section 12.08(b) and (c)).


 


(b)         The
retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Borrower) make available
to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for
the purposes of performing its functions as Agent under the Credit Documents.


 


(c)         The
appointment of the successor Agent shall take effect on the date specified in the notice from the Required Lenders to the retiring
Agent. As from such date, the retiring Agent shall be discharged from any further obligation in respect of the Credit Documents
but shall remain entitled to the benefit of this Section 12.11 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that date).


 


(d)         Any successor
Agent and each of the other parties to this Agreement shall have the same rights and obligations amongst themselves as they
would have had if such successor had been an original party to this Agreement.


 


12.12         Resignation
by the Hermes Agent.  (a) The Hermes Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and
the Lenders.  Such resignation shall take effect upon the appointment of a successor Hermes Agent pursuant to clauses
(b) and (c) below or as otherwise provided below.


 


(b)         Upon
any such notice of resignation by the Hermes Agent, the Required Lenders shall appoint a successor Hermes Agent hereunder or thereunder
who shall be a commercial bank or trust company reasonably acceptable to the Borrower; provided that the Borrower’s consent
shall not be required pursuant to this clause (b) if an Event of Default exists at the time of appointment of a successor Hermes
Agent.


 




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(c)         If
a successor Hermes Agent shall not have been so appointed within such 15 Business Day period, the Hermes Agent, with the consent
of the Borrower (which shall not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company with
capital and surplus of not less than $500,000,000 as successor Hermes Agent who shall serve as Hermes Agent hereunder or thereunder
until such time, if any, as the Lenders appoint a successor Hermes Agent as provided above; provided that the Borrower’s
consent shall not be required pursuant to this clause (d) if an Event of Default exists at the time of appointment of a successor
Hermes Agent.


 


(d)         If
no successor Hermes Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such
notice of resignation was given by the Hermes Agent, the Hermes Agent’s resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Hermes Agent hereunder and/or under any other Credit Document until such
time, if any, as the Required Lenders appoint a successor Hermes Agent as provided above.


 


SECTION 13.         Benefit
of Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, subject to the provisions of this Section 13.


 


13.01         Assignments
and Transfers by the Lenders.  (a) Subject to Section 13.06 and 13.07, any Lender (or any Lender together with one
or more other Lenders, each an “Existing Lender”) may:


 


(i)          with
the consent of the Hermes Agent and the written consent of the Federal Republic of Germany, where required according to the applicable
Hermes General Terms and Conditions (Allgemeine Bedingungen) and the supplementary provisions relating to the assignment
of Guaranteed Amounts (Ergänzende Bestimmungen für Forderungsabtretungen-AB (FAB)), assign any of its rights
or transfer by novation any of its rights and obligations under this Agreement or any Credit Document to which it is a party (including,
without limitation, all of the Commitments and outstanding Loans, or if less than all, a portion equal to at least $10,000,000
in the aggregate for such Lender’s rights and obligations), to (x) its parent company and/or any Affiliate of such assigning
or transferring Lender which is at least 50% owned (directly or indirectly) by such Lender or its parent company or (y) in the
case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed or advised
by the same investment advisor of such Lender or by an Affiliate of such investment advisor, or


 


(ii)          with
the consent of the Hermes Agent, the written consent of the Federal Republic of Germany, where required according to the applicable
Hermes General Terms and Conditions (Allgemeine Bedingungen) and the supplementary provisions relating to the assignment
of Guaranteed Amounts (Ergänzende Bestimmungen für Forderungsabtretungen-AB (FAB)) and consent of the Borrower
(which consent, in the case of the Borrower (x) shall not be unreasonably withheld or delayed, (y) shall not be required if a
Default or Event of Default shall have occurred and be continuing at such time and (z) shall be deemed to have been given ten
Business Days


 




    	 	-83-	 



     


    

 


after the Existing Lender has
requested it in writing unless consent is expressly refused by the Borrower within that time) assign any of its rights in or transfer
by novation any of its rights in and obligations under all of its Commitments and outstanding Loans, or if less than all, a portion
equal to at least $10,000,000 in the aggregate for such Existing Lender’s rights and obligations, hereunder to one or more
Eligible Transferees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed
or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Transferee),  


 


each of which assignees
or transferees shall become a party to this Agreement as a Lender by execution of (I) an Assignment Agreement (in the case of
assignments) and (II) a Transfer Certificate (in the case of transfers under Section 13.06); provided that (x) at such
time, Schedule 1.01(a) shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be, of such
New Lender and of the Existing Lenders, (y) the consent of the Facility Agent shall be required in connection with any assignment
or transfer pursuant to the preceding clause (ii) (which consent, in each case, shall not be unreasonably withheld or delayed)
and (z) the consent of the CIRR Agent shall be required in connection with any assignment or transfer pursuant to preceding clause
(i) or (ii) if the New Lender elects to become a Refinanced Bank; and provided, further, that at no time shall a
Lender assign or transfer its rights or obligations under this Agreement to a hedge fund, private equity fund, insurance company
or other similar or related financing institution that is not in the primary business of accepting cash deposits from, and making
loans to, the public.


 


(b)         If
(x) a Lender assigns or transfers any of its rights or obligations under the Credit Documents or changes its Facility Office and
(y) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Credit Party would be obliged
to make a payment to the New Lender or Lender acting through its new Facility Office under Sections 2.09, 2.10 or 4.04, then the
New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that section to the same
extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer
or change had not occurred.  This Section 13.01(b) shall not apply in respect of an assignment or transfer made in the
ordinary course of the primary syndication of the Credit Agreement.


 


(c)         Each
New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that
the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the
requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes
effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would
have been had it remained a Lender.


 


(d)         The
Borrower and Bookrunner hereby agree to discuss and co-operate in good faith in connection with any initial syndication and transfer
of the Loans.


 


13.02         Assignment
or Transfer Fee.  Unless the Facility Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate
of a Lender, (ii) made in connection with primary syndication of this Agreement or (iii) as set forth in Section 13.03, each


 




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New Lender shall, on the date upon which
an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,500.


 


13.03         Assignments
and Transfers to Hermes or KfW.  Nothing in this Agreement shall prevent or prohibit any Lender from assigning its
rights or transferring its rights and obligations hereunder to (x) Hermes and (y) KfW in support of borrowings made by such Lender
from KfW pursuant to the KfW Refinancing, in each case without the consent of the Borrower and without being required to pay the
non-refundable assignment fee of $3,500 referred to in Section 13.02 above.


 


13.04         Limitation
of Responsibility to Existing Lenders. (a) Unless expressly agreed to the contrary, 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 Credit Documents, the Security Documents or any other documents;


 


(ii) the
financial condition of any Credit Party;


 


(iii) the
performance and observance by any Credit Party of its obligations under the Credit Documents or any other documents; or


 


(iv) the
accuracy of any statements (whether written or oral) made in or in connection with any Credit Document or any other document,


 


and any
representations or warranties implied by law are excluded.


 


(b)         Each
New Lender confirms to the Existing Lender, the other Lender Creditors and the Secured Creditors that it (1) has made (and shall
continue to make) its own independent investigation and assessment of the financial condition and affairs of each Credit Party
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 Lender Creditor in connection with any Credit Document or any Lien (or any
other security interest) created pursuant to the Security Documents and (2) will continue to make its own independent appraisal
of the creditworthiness of each Credit Party and its related entities whilst any amount is or may be outstanding under the Credit
Documents or any Commitment is in force.


 


(c)         Nothing
in any Credit 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
13; or


 


(ii) support
any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Credit Party of its obligations
under the Credit Documents or otherwise.


 


13.05         [Intentionally
Omitted].  


 




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13.06         Procedure
and Conditions for Transfer.  (a) Subject to Section 13.01, a transfer is effected in accordance with Section 13.06(c)
when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the
New Lender.  The Facility Agent shall, subject to Section 13.06(b), as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered
in accordance with the terms of this Agreement, execute that Transfer Certificate.


 


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


 


(c)         On
the date of the transfer:


 


(i)         to
the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under
the Credit Documents to which it is a party and in respect of the Security Documents each of the Credit Parties and the Existing
Lender shall be released from further obligations towards one another under the Credit Documents and in respect of the Security
Documents and their respective rights against one another under the Credit Documents and in respect of the Security Documents
shall be cancelled (being the “Discharged Rights and Obligations”);


 


(ii)         each
of the Credit Parties and the New Lender shall assume obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as that Credit Party or other member of the NCLC Group and
the New Lender have assumed and/or acquired the same in place of that Credit Party and the Existing Lender;


 


(iii)         the
Facility Agent, the Collateral Agent, the Hermes Agent, the New Lender and the other Lenders shall acquire the same rights and
assume the same obligations between themselves and in respect of the Security Documents as they would have acquired and assumed
had the New Lender been an original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer
and to that extent the Facility Agent, the Collateral Agent, the Hermes Agent and the Existing Lender shall each be released from
further obligations to each other under the Credit Documents, it being understood that the indemnification provisions under this
Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 14.01 and 14.05) shall survive as to such Existing Lender;
and


 


(iv)         the
New Lender shall become a party to this Agreement as a “Lender”


 


13.07         Procedure
and Conditions for Assignment.  (a) Subject to Section 13.01, an assignment may be effected in accordance with
Section 13.07(c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the
Existing Lender and the New Lender.  The Facility Agent shall, subject to Section 13.07(b) below, as soon as reasonably
practicable after receipt by it of a duly completed


 




    	 	-86-	 



     


    

 


Assignment Agreement appearing on its
face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.


 


(b)         The
Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender
once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable
laws and regulations in relation to the assignment to such New Lender.


 


(c)         On
the date of the assignment:


 


(i) the
Existing Lender will assign absolutely to the New Lender its rights under the Credit Documents and in respect of any Lien (or
any other security interest) created pursuant to the Security Documents expressed to be the subject of the assignment in the Assignment
Agreement;


 


(ii) the
Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject
of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Lien (or
any other security interest) created pursuant to the Security Documents), it being understood that the indemnification provisions
under this Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 14.01 and 14.05) shall survive as to such Existing
Lender; and


 


(iii) the
New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.


 


13.08         Copy
of Transfer Certificate or Assignment Agreement to Parent.  The Facility Agent shall, as soon as reasonably practicable
after it has executed a Transfer Certificate or an Assignment Agreement, send to the Parent a copy of that Transfer Certificate
or Assignment Agreement.


 


13.09         Security
over Lenders’ Rights.  In addition to the other rights provided to Lenders under this Section 13, each Lender
may without consulting with or obtaining consent from any Credit Party, at any time charge, assign or otherwise create a Lien
(or any other security interest) or declare a trust in or over (whether by way of collateral or otherwise) all or any of its rights
under any Credit Document to secure obligations of that Lender including, without limitation:


 


(i)         any
charge, assignment or other Lien (or any other security interest) or trust to secure obligations to a federal reserve or central
bank or the CIRR Representative; and


 


(ii)         in
the case of any Lender which is a fund, any charge, assignment or other Lien (or any other security interest) granted to any holders
(or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations
or securities,


 


except that no such charge,
assignment or Lien (or any other security interest) or trust shall:


 




    	 	-87-	 



     


    

 


(i) release
a Lender from any of its obligations under the Credit Documents or substitute the beneficiary of the relevant charge, assignment
or other Lien (or any other security interest) or trust for the Lender as a party to any of the Credit Documents; or


 


(ii) require
any payments to be made by a Credit Party or grant to any person any more extensive rights than those required to be made or granted
to the relevant Lender under the Credit Documents.


 


13.10         Assignment
by a Credit Party.  No Credit Party may assign any of its rights or transfer by novation any of its rights, obligations
or interest hereunder or under any other Credit Document without the prior written consent of the Hermes Agent, the CIRR Representative,
and the Lenders.


 


13.11         Lender
Participations.  (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain
a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights
under all or any portion of its Commitments hereunder except as provided in Sections 2.12 and 13.01) and the participant shall
not constitute a “Lender” hereunder; and


 


(b) no Lender shall
grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement
or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any
Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission
thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any
amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest
for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation
over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased
as a result thereof), (y) consent to the assignment  by the Borrower of any of its rights, or transfer by the Borrower
of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral under all
of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant
is participating.  In the case of any such participation, the participant shall not have any rights under this Agreement
or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable
by the Borrower hereunder shall be determined as if such Lender had not sold such participation.


 


13.12         Increased
Costs.  To the extent that a transfer of all or any portion of a Lender’s Commitments and related outstanding
Credit Document Obligations pursuant to Section 2.12 or Section 13.01  would, at the time of such assignment, result
in increased costs under Section 2.09, 2.10 or 4.04 from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs


 




    	 	-88-	 



     


    

 


(although the Borrower shall be obligated
to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).


 


SECTION 14.        Miscellaneous.


 


14.01         Payment
of Expenses, etc.  The Borrower agrees that it shall:  whether or not the transactions herein contemplated
are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without
limitation, the reasonable documented fees and disbursements of Norton Rose LLP, Bahamian counsel, Bermudian counsel, other counsel
to the Facility Agent and the Lead Arrangers and local counsel) in connection with (a) the preparation, execution and delivery
of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment,
waiver or consent relating hereto or thereto, and (b) any initial transfers by KfW IPEX-Bank GmbH as original Lender pursuant
to Section 5.11 carried out during the period falling 6 months after the Effective Date including, without limitation, all documents
requested to be executed in respect of such transfers, and all respective syndication efforts with respect to this Agreement;
(ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the
enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein
(including, without limitation, the fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and
for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all
present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the
foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and
save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to the Facility Agent or such Lender) to pay such taxes; and
(iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify
the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and agents
from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’
and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising
out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of
the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit
Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit
Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual
or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface
of any property at any time owned or operated by the Borrower, the generation, storage, transportation, handling, disposal or
Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance
of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits
thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property
at any time owned or operated by the Borrower, including, without


 




    	 	-89-	 



     


    

 


limitation, the reasonable fees and disbursements
of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding
any losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent
incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by
the Person to be indemnified to fund its Commitments as required by this Agreement).  To the extent that the undertaking
to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because
it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each
of the indemnified liabilities which is permissible under applicable law.


 


14.02         Right
of Set-off.  In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way
of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby
authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Parent or
any Subsidiary of the Parent or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate
and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Parent
or any Subsidiary of the Parent but in any event excluding assets held in trust for any such Person against and on account of
the Credit Document Obligations and liabilities of the Parent or such Subsidiary of the Parent, as applicable, to such Lender
under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Credit Document
Obligations purchased by such Lender pursuant to Section 14.05(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any
demand hereunder and although said Credit Document Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.  Each Lender upon the exercise of its rights to set-off pursuant to this Section 14.02 shall give notice
thereof to the Facility Agent.


 


14.03         Notices.  Except
as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including
telexed, telegraphic, telecopier or electronic (unless and until notified to the contrary) communication) and mailed, telexed,
telecopied, delivered or electronic mailed:  if to any Credit Party, at the address specified on Schedule 14.03A; if
to any Lender, at its address specified opposite its name on Schedule 14.03B; and if to the Facility Agent or the Hermes Agent,
at its Notice Office; or, as to any other Credit Party, at such other address as shall be designated by such party in a written
notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written
notice to the Parent, the Borrower and the Facility Agent; provided that, with respect to all notices and other communication
made by electronic mail or other electronic means, the Facility Agent, the Hermes Agent, the Lenders, the Parent, the Borrower
and the Pledgor agree that they (x) shall notify each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that means and (y) shall notify each other of any
change to their address or any other such information supplied by them.  All such notices and communications shall,
(i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly


 




    	 	-90-	 



     


    

 


addressed for delivery, (ii) when sent
by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for
delivery on such next Business Day, (iii) when sent by telex or telecopier, be effective when sent by telex or telecopier,
except that notices and communications to the Facility Agent or the Hermes Agent shall not be effective until received by the
Facility Agent or the Hermes Agent (as the case may be), or (iv) when electronic mailed, be effective only when actually received
in readable form and in the case of any electronic communication made by a Lender, the Parent, the Borrower or the Pledgor to
the Facility Agent or the Hermes Agent, only if it is addressed in such a manner as the Facility Agent shall specify for this
purpose.  A copy of any notice to the Facility Agent shall be delivered to the Hermes Agent at its Notice Office.  If
an Agent is an Impaired Agent the parties to this Agreement may, instead of communicating with each other through such Agent,
communicate with each other directly and (while such Agent is an Impaired Agent) all the provisions of the Credit Documents
which require communications to be made or notices to be given to or by such Agent shall be varied so that communications may
be made and notices given to or by the relevant parties to this Agreement directly.  This provision shall not operate
after a replacement Agent has been appointed.


 


14.04         No
Waiver; Remedies Cumulative.  No failure or delay on the part of an Agent or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit
Party and an Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder.  The rights, powers and remedies herein or in any other Credit
Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which an Agent or any Lender would
otherwise have.  No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other
or further notice or demand in similar or other circumstances or constitute a waiver of the rights of an Agent or any Lender to
any other or further action in any circumstances without notice or demand.


 


14.05         Payments
Pro Rata.  (a)  Except as otherwise provided in this Agreement, the Facility Agent agrees that promptly
after its receipt of each payment from or on behalf of the Borrower in respect of any Credit Document Obligations hereunder, it
shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata
share of any such payment) pro rata based upon their respective shares, if any, of the Credit Document Obligations with
respect to which such payment was received.


 


(b)         Other
than in connection with assignments and participations (which are governed by Section 13), each of the Lenders agrees that, if
it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right
of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Commitment Commission, of a
sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such
Credit Document Obligation then owed and due to such Lender bears to the total of such Credit Document Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or


 




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warranty from the other Lenders an interest
in the Credit Document Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional
participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter
recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but
without interest.


 


(c)         Notwithstanding
anything to the contrary contained herein, the provisions of the preceding Sections 14.05(a) and (b) shall be subject to the express
provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.


 


14.06         Calculations;
Computations.  (a)  The financial statements to be furnished to the Lenders pursuant hereto shall be made
and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout
the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Parent to the Lenders).  In
addition, all computations determining compliance with the financial covenants set forth in Sections 10.06 through 10.09, inclusive,
shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements
delivered to the Lenders for the fiscal year of the Parent ended December 31, 2011 (with the foregoing generally accepted accounting
principles, subject to the preceding proviso, herein called “GAAP”).  Unless otherwise noted, all
references in this Agreement to “generally accepted accounting principles” shall mean generally accepted accounting
principles as in effect in the United States.


 


(b)         All
computations of interest and Commitment Commission hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day) occurring in the period for which such interest or Commitment Commission
are payable.  


 


14.07         Governing
Law; Exclusive Jurisdiction of English Courts; Service of Process. (a) This Agreement and any non-contractual obligations arising
out of or in connection with it are governed by English law.


 


(b)         The
courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including
a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of
or in connection with this Agreement) (a “Dispute”). The parties hereto agree that the courts of England are
the most appropriate and convenient courts to settle disputes and accordingly no party hereto will argue to the contrary.  This
section 14.07 is for the benefit of the Lenders, Agents and Secured Creditors.  As a result, no such party shall be
prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed
by law, the Lenders, Agents and Secured Creditors may take concurrent proceedings in any number of jurisdictions.


 


(c)         Without
prejudice to any other mode of service allowed under any relevant law, each Credit Party (other than a Credit Party incorporated
in England and Wales): (i)irrevocably appoints ec3 Services Limited, having its
registered office at The St Botolph


 




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Building, 138 Houndsditch, London, ec3A
7AR, as its agent for service of process in relation to any proceedings before the English courts in connection with any
credit document and (ii) agrees that failure by an agent for service of process to notify the relevant Credit Party of the process
will not invalidate the proceedings concerned.  If any person appointed as an agent for service of process is unable
for any reason to act as agent for service of process, the Parent (on behalf of all the Credit Parties) must immediately (and
in any event within five days of such event taking place) appoint another agent on terms acceptable to the facility agent.  Failing
this, the Facility Agent may appoint another agent for this purpose.


 


Each party to this Agreement
expressly agrees and consents to the provisions of this Section 14.07.


 


14.08         Counterparts.  This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A
set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Facility Agent.


 


14.09         Effectiveness.  This
Agreement shall take effect as a deed on the date (the “Effective Date”) on which (i) the Borrower, the Guarantor,
the Agents and each of the Lenders who are initially parties hereto shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Facility Agent or, in the case of the Lenders and the other Agents,
shall have given to the Facility Agent written or facsimile notice (actually received) at such office that the same has been signed
and mailed to it, (ii) the Borrower shall have paid to the Facility Agent for its own account and/or the account of Lenders and/or
Agents, as the case may be, the fees required to be paid pursuant to the heads of terms, dated September 14, 2012, among the Parent
and KfW IPEX-Bank GmbH (the “Heads of Terms”) and (iii) the Credit Parties shall have provided (x) the “Know
Your Customer” information required pursuant to the USA Patriot Act (Title
III of Pub.: 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”) and (y) such other documentation and evidence necessary in order to carry out and be reasonably satisfied with
other similar checks under all applicable laws and regulations pursuant to the Transaction and the Hermes Cover, in each case
as requested by the Facility Agent, the Hermes Agent or any Lender in connection with each of the Facility Agent’s, the
Hermes Agent’s, Hermes’ and each Lender’s internal compliance regulations.  The Facility Agent will
give the Parent, the Borrower and each Lender prompt written notice of the occurrence of the Effective Date.  


 


14.10         Headings
Descriptive.  The headings of the several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any provision of this Agreement.


 


14.11         Amendment
or Waiver; etc.  (a)  Neither this Agreement nor any other Credit Document nor any terms hereof or thereof
may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by
the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled
maturity of any Loan, extend the


 




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timing for or reduce the principal amount
of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase
of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin and the Fixed Rate)
or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver
of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used
in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a
reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent
repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security
Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of
Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant
to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions
of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders,
(v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this
Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor
is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge
or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations
of Hermes and (v) without the consent of each Agent, the CIRR Representative and/or each Lead Arranger, as applicable, amend,
modify or waive any provision relating to the rights or obligations of such Agent, the CIRR Representative and/or such Lead Arranger,
as applicable.  


 


(b)         If,
in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated
by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained
but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so
long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such
non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay
outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s
consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid,
pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to
the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event
the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the
exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso
to Section 14.11(a).


 




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14.12         Survival.  All
indemnities set forth herein including, without limitation, in Sections 2.09, 2.10, 2.11, 4.04, 14.01 and 14.05 shall, subject
to Section 14.13 (to the extent applicable), survive the execution, delivery and termination of this Agreement and the making
and repayment of the Loans.


 


14.13         Domicile
of Loans.  Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate
of such Lender.  Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant
to this Section 14.13 would, at the time of such transfer, result in increased costs under Section 2.09, 2.10, or 4.04
from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective transfer).


 


14.14         Confidentiality.  Each
Lender agrees that it will use its best efforts not to disclose without the prior consent of the Parent or the Borrower (other
than to their respective Affiliates or their respective Affiliates’ employees, auditors, advisors or counsel or to another
Lender if the Lender or such Lender’s holding or parent company, Affiliates or board of trustees in its sole discretion
determines that any such party should have access to such information, provided such Persons shall be subject to the provisions
of this Section 14.14 to the same extent as such Lender) any information with respect to the Parent or any of its Subsidiaries
which is now or in the future furnished pursuant to this Agreement or any other Credit Document, provided that the Hermes
Agent and the CIRR Agent may disclose any information to Hermes or the CIRR Representative, provided, further, that
any Lender may disclose any such information (a) as has become generally available to the public other than by virtue of a breach
of this Section 14.14 by the respective Lender, (b) as may be required in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or similar organizations
(whether in the United States, the United Kingdom or elsewhere) or their successors, (c) as may be required in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable
to such Lender, (e) to an Agent, (f) to any prospective or actual transferee or participant in connection with any contemplated
transfer or participation of any of the Commitments or any interest therein by such Lender, provided that such prospective
transferee expressly agrees to be bound by the confidentiality provisions contained in this Section 14.14 and (g) to Hermes and/or
the Federal Republic of Germany and/or the European Union and/or any agency thereof or any person acting or purporting to act
on any of their behalves.  In the case of Section 14.14(g), each of the Parent and the Borrower acknowledges and agrees
that any such information may be used by Hermes and/or the Federal Republic of Germany and/or the European Union and/or any agency
thereof or any person acting or purporting to act on any of their behalves for statistical purposes and/or for reports of a general
nature.


 


14.15         Register.  The
Facility Agent shall maintain a register (the “Register”) on which it will record the Commitments from time
to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal
amount of the Loans of each Lender.  Failure to make any such recordation, or any error in such recordation shall not
affect the Borrower’s obligations in respect of such Loans.  With respect to


 




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any Lender, the assignment
or transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such assignment or transfer is recorded on the Register maintained by the Facility Agent
with respect to ownership of such Commitments and Loans.  Prior to such recordation all amounts owing to the transferor
with respect to such Commitments and Loans shall remain owing to the transferor.  The registration of an assignment
or transfer of all or part of any Commitments and Loans (as the case may be) shall be recorded by the Facility Agent on the Register
only upon the acceptance by the Facility Agent of a properly executed and delivered Transfer Certificate or Assignment Agreement
pursuant to Section 13.06(a) or 13.07(a), respectively.  


 


14.16         Third
Party Rights.  Other than the Other Creditors with respect to Section 4.05 and Hermes with respect to Sections 5.15
and 9.06, 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 enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in a Credit Document.  Notwithstanding
any term of any Credit Document, the consent of any person who is not a party to this Agreement is not required to rescind or
vary this Agreement at any time.


 


14.17         Judgment
Currency.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower
hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Facility Agent could purchase the specified currency with such other
currency at the Facility Agent’s Frankfurt office on the Business Day preceding that on which final judgment is given.  The
obligations of the Borrower in respect of any sum due to any Lender or an Agent hereunder shall, notwithstanding any judgment
in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by
such Lender or an Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or an Agent (as
the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency; if
the amount of the specified currency so purchased is less than the sum originally due to such Lender or an Agent, as the case
may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or an Agent, as the case may be, against such loss, and if the
amount of the specified currency so purchased exceeds the sum originally due to any Lender or an Agent, as the case may be, in
the specified currency, such Lender or an Agent, as the case may be, agrees to remit such excess to the Borrower.


 


14.18         Language.  All
correspondence, including, without limitation, all notices, reports and/or certificates, delivered by any Credit Party to an Agent
or any Lender shall, unless otherwise agreed by the respective recipients thereof, be submitted in the English language or, to
the extent the original of such document is not in the English language, such document shall be delivered with a certified English
translation thereof.  In the event of any conflict between the English translation and the original text of any document,
the English translation shall prevail unless the original text is a statutory instrument, legal process or any


 




    	 	-96-	 



     


    

 


other document of a similar type or a
notice, demand or other communication from Hermes or in relation to the Hermes Cover.


 


14.19         Waiver
of Immunity.  The Borrower, in respect of itself, each other Credit Party, its and their process agents, and its
and their properties and revenues, hereby irrevocably agrees that, to the extent that the Borrower, any other Credit Party or
any of its or their properties has or may hereafter acquire any right of immunity from any legal proceedings, whether in the United
Kingdom, the United States, Bermuda, the Bahamas, Germany or elsewhere, to enforce or collect upon the Credit Document Obligations
of the Borrower or any other Credit Party related to or arising from the transactions contemplated by any of the Credit Documents,
including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal,
immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or
from attachment in aid of execution upon a judgment, the Borrower, for itself and on behalf of the other Credit Parties, hereby
expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such
right or claim in any such proceeding, whether in the United Kingdom, the United States, Bermuda, the Bahamas, Germany or elsewhere.


 


14.20         “Know
Your Customer” Notice.  Each Lender hereby notifies each Credit Party that pursuant to the requirements of
the Patriot Act and/or other applicable laws and regulations, it is required to
obtain, verify, and record information that identifies each Credit Party, which information includes the name of each Credit Party
and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot
Act and/or such other applicable laws and regulations, and each Credit Party agrees to provide such information from time
to time to any Lender.


 


14.21         Release
of Liens and the Parent Guaranty; Flag Jurisdiction Transfer.  (a) In the event that any Person conveys, sells, leases,
assigns, transfers or otherwise disposes of all or any portion of the Collateral to a Person that is not (and is not required
to become) a Credit Party in a transaction permitted by this Agreement or the Credit Documents (including pursuant to a valid
waiver or consent), each Lender hereby consents to the release and hereby directs the Collateral Agent to release any Liens created
by any Credit Document in respect of such Collateral, and, in the case of a disposition of all of the Equity Interests of any
Credit Party (other than the Borrower) in a transaction permitted by this Agreement and as a result of which such Credit Party
would not be required to guaranty the Credit Document Obligations pursuant to Sections 9.10(c) and 15, each Lender hereby consents
to the release of such Credit Party’s obligations under the relevant guarantee to which it is a party.  Each Lender
hereby directs the Collateral Agent, and the Collateral Agent agrees, upon receipt of reasonable advance notice from the Borrower,
to execute and deliver or, at the Borrower’s expense, file such documents and perform other actions reasonably necessary
to release the relevant guarantee, as applicable, and the Liens when and as directed pursuant to this Section 14.21.  
In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s
expense to terminate the Liens and security interests created by the Credit Documents when all the Credit Document Obligations
(other than contingent indemnification Credit Document Obligations and expense reimbursement claims to the extent no claim therefore
has been made) are paid in full and Commitments are terminated.  Any representation, warranty


 




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or covenant contained in any Credit Document
relating to any such Equity Interests or asset of the Borrower shall no longer be deemed to be made once such Equity Interests
or asset is so conveyed, sold, leased, assigned, transferred or disposed of.


 


(b)         In
the event that the Borrower desires to implement a Flag Jurisdiction Transfer with respect to the Vessel, upon receipt of reasonable
advance notice thereof from the Borrower, the Collateral Agent shall use commercially reasonably efforts to provide, or (as necessary)
procure the provision of, all such reasonable assistance as any Credit Party may request from time to time in relation to (i)
the Flag Jurisdiction Transfer, (ii) the related deregistration of the Vessel from its previous flag jurisdiction, and (iii) the
release and discharge of the related Security Documents provided that the relevant Credit Party shall pay all documented out of
pocket costs and expenses reasonably incurred by the Collateral Agent or a Secured Creditor in connection with provision of such
assistance.  Each Lender hereby consents, in connection with any Flag Jurisdiction Transfer and subject to the satisfaction
of the requirements thereof to be satisfied by the relevant Credit Party, to (i) deregister the Vessel from its previous
flag jurisdiction and (ii) release and hereby direct the Collateral Agent to release the Vessel Mortgage.  Each Lender
hereby directs the Collateral Agent, and the Collateral Agent agrees to execute and deliver or, at the Borrower’s expense,
file such documents and perform other actions reasonably necessary to release the Vessel Mortgage when and as directed pursuant
to this Section 14.21(b).    


 


14.22         Partial
Invalidity.  If, at any time, any provision of the Credit Documents is or becomes illegal, invalid or unenforceable
in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions
nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected
or impaired.  Any such illegal, invalid or unenforceable provision shall to the extent possible be substituted by a
legal, valid and enforceable provision which reflects the intention of the parties to this Agreement.


 


SECTION 15.        Parent
Guaranty.


 


15.01         Guaranty
and Indemnity.  The Parent irrevocably and unconditionally:  


 


(i)         guarantees
to each Lender Creditor punctual performance by each other Credit Party of all that Credit Party’s Credit Document Obligations
under the Credit Documents; or


 


(ii)         undertakes
with each Lender Creditor that whenever another Credit Party does not pay any amount when due under or in connection with any
Credit Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and


 


(iii)         agrees
with each Lender Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as
an independent and primary obligation, indemnify that Lender Creditor immediately on demand against any cost, loss or liability
it incurs as a result of a Credit Party not paying any amount which would, but


 




    	 	-98-	 



     


    

 


for such unenforceability, invalidity
or illegality, have been payable by it under any Credit Document on the date when it would have been due.  The amount
payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Section 15 if the
amount claimed had been recoverable on the basis of a guarantee.


 


15.02         Continuing
Guaranty.  This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any
Credit Party under the Credit Documents, regardless of any intermediate payment or discharge in whole or in part.


 


15.03         Reinstatement.  If
any discharge, release or arrangement (whether in respect of the obligations of any Credit Party or any security for those obligations
or otherwise) is made by a Lender Creditor in whole or in part on the basis of any payment, security or other disposition which
is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability
of the Guarantor under this Section 15 will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


15.04         Waiver
of Defenses.  The obligations of the Guarantor under this Section 15 will not be affected by an act, omission, matter
or thing which, but for this Section 15, would reduce, release or prejudice any of its obligations under this Section 15 (without
limitation and whether or not known to it or any Lender Creditor) including:


 


(i)         any
time, waiver or consent granted to, or composition with, any Credit Party or other person;


 


(ii)         the
release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of any
member of the NCLC Group;


 


(iii)         the
taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, any Credit Party or other person or any non-presentation or non-observance of any formality
or other requirement in respect of any instrument or any failure to realize the full value of any security;


 


(iv)         any
incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Credit Party
or any other person;


 


(v)         any
amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of
a Credit Document or any other document or security including, without limitation, any change in the purpose of, any extension
of or increase in any facility or the addition of any new facility under any Credit Document or other document or security;


 


(vi)         any
unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or
security; or


 


(vii)         any
insolvency or similar proceedings.


 




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15.05         Guarantor
Intent.  Without prejudice to the generality of Section 15.04, the Guarantor expressly confirms that it intends that
this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to
any of the Credit Documents and/or any facility or amount made available under any of the Credit Documents for the purposes of
or in connection with any of the following:  business acquisitions of any nature; increasing working capital; enabling
investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness;
making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or
amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.


 


15.06         Immediate
Recourse.  The Guarantor waives any right it may have of first requiring any Credit Party (or any trustee or agent
on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from
the Guarantor under this Section 15.  This waiver applies irrespective of any law or any provision of a Credit Document
to the contrary.


 


15.07         Appropriations.  Until
all amounts which may be or become payable by the Credit Parties under or in connection with the Credit Documents have been irrevocably
paid in full, each Lender Creditor (or any trustee or agent on its behalf) may:


 


(i)           refrain
from applying or enforcing any other moneys, security or rights held or received by that Lender Creditor (or any trustee or agent
on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and


 


(ii)         hold
in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability
under this Section 15.


 


15.08         Deferral
of Guarantor’s Rights.  Until all amounts which may be or become payable by the Credit Parties under or in
connection with the Credit Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, the Guarantor
will not exercise any rights which it may have by reason of performance by it of its obligations under the Credit Documents or
by reason of any amount being payable, or liability arising, under this Section 15:


 


(i)           to
be indemnified by a Credit Party;


 


(ii)         to
claim any contribution from any other guarantor of any Credit Party’s obligations under the Credit Documents;


 


(iii)         to
take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender Creditors under
the Credit Documents or of any other guarantee or security taken pursuant to, or in connection with, the Credit Documents by any
Lender Creditor;


 




    	 	-100-	 



     


    

 


(iv)         to
bring legal or other proceedings for an order requiring any Credit Party to make any payment, or perform any obligation, in respect
of which the Guarantor has given a guarantee, undertaking or indemnity under Section 15.01;


 


(v)          to
exercise any right of set-off against any Credit Party; and/or


 


(vi)         to
claim or prove as a creditor of any Credit Party in competition with any Lender Creditor.


 


If the Guarantor
receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to
the extent necessary to enable all amounts which may be or become payable to the Lender Creditors by the Credit Parties under
or in connection with the Credit Documents to be repaid in full on trust for the Lender Creditors and shall promptly pay or transfer
the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Section 4.


 


15.09         Additional
Security.  This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now
or subsequently held by any Credit Party.


 


*     *     *


 




    	 	-101-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as a deed on the date first
above written.


 


Signed as a deed for and on behalf of
NCL CORPORATION LTD., a Bermuda company, as Parent and Guarantor, by Paul Alan Turner, being a person who, in accordance with
the laws of that territory, is acting under the authority of the company under a power of attorney dated October ___, 2012


 


By:_____________________


 


Attorney-in-Fact


 


In the presence of:


 


Name:


 


Title:


 


Address:





 




     


     


    

 


Signed as a deed and delivered on behalf
of BREAKAWAY FOUR, LTD., a Bermuda company, as Borrower, by Paul Alan Turner, being a person who, in accordance with the laws
of that territory, is acting under the authority of the company under a power of attorney dated October ___, 2012


 





By:_____________________


 


Attorney-in-Fact


 


In the presence of:


 


Name:


 


Title:


 


Address:



 




     


     


    

 


Signed as a deed and delivered on behalf
of KFW IPEX-BANK GMBH, a bank organized under the laws of Germany, Individually and as Facility Agent, Collateral Agent, Initial
Mandated Lead Arranger, Hermes Agent and CIRR Agent, by Natalie Chanda Phanekham, being a person who, in accordance with the laws
of that territory, is acting under a power of attorney dated 10 October 2012.  


 





By:_____________________


 


Attorney-in-Fact


 


In the presence of:


 


Name:


 


Title:


 


Address:


 




     


     


    

 


SCHEDULE
1.01(a)


 


COMMITMENTS 


 


	Lender	 	Commitments	 
	KfW IPEX-Bank GmbH	 	€	[*]	 
	 	 	 	 	 
	Total	 	€	[*]	 



 




     


     


    

 


SCHEDULE
1.01(b)


 


MANDATORY COSTS


 


		1.	The Mandatory Cost is an addition to
                                         the interest rate to compensate Lenders for the cost of compliance with (a) the requirements
                                         of the Bank of England and/or the Financial Services Authority (or, in either case, any
                                         other authority which replaces all or any of its functions) or (b) the requirements of
                                         the European Central Bank.



 


		2.	On the first day of each Interest Period
                                         (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage
                                         rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance
                                         with the paragraphs set out below.  The Mandatory Cost will be calculated by
                                         the Facility Agent as a weighted average of the Lenders’ Additional Cost Rates
                                         (weighted in proportion to the percentage participation of each Lender in the relevant
                                         Loan) and will be expressed as a percentage rate per annum.



 


		3.	The Additional Cost Rate for any Lender
                                         lending from a Facility Office in a Participating Member State will be the percentage
                                         notified by that Lender to the Facility Agent.  This percentage will be certified
                                         by that Lender in its notice to the Facility Agent to be its reasonable determination
                                         of the cost (expressed as a percentage of that Lender's participation in all Loans made
                                         from that Facility Office) of complying with the minimum reserve requirements of the
                                         European Central Bank in respect of loans made from that Facility Office.



 


		4.	The Additional Cost Rate for any Lender
                                         lending from a Facility Office in the United Kingdom will be calculated by the Facility
                                         Agent as follows:



 


[*]


Where:


 


		A	is the percentage of Eligible
                                         Liabilities (assuming these to be in excess of any stated minimum) which that Lender
                                         is from time to time required to maintain as an interest free cash ratio deposit with
                                         the Bank of England to comply with cash ratio requirements.



 


		B	is the percentage rate of interest
                                         (excluding the Applicable Margin and the Mandatory Cost and, if the Loan is an Unpaid
                                         Sum, the additional rate of interest specified in paragraph (b) of Section 2.06 payable
                                         for the relevant Interest Period on the Loan.



 


		C	is the percentage (if any) of
                                         Eligible Liabilities which that Lender is required from time to time to maintain as interest
                                         bearing Special Deposits with the Bank of England.



 


		D	is the percentage rate per annum
                                         payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.



 


		E	is designed to compensate Lenders
                                         for amounts payable under the Fees Rules and is calculated by the Facility Agent as being
                                         the average of the most recent rates of charge supplied by the Reference Banks to the
                                         Facility Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.



 


		5.	For the purposes of this Schedule:



 




     


     


    

 


SCHEDULE 1.01(b)


 


“Eligible Liabilities”
and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England
Act 1998 or (as may be appropriate) by the Bank of England;


 


“Fees Rules”
means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as
may be in force from time to time in respect of the payment of fees for the acceptance of deposits;


 


“Fee Tariffs”
means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or
zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);


 


“Participating
Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Community relating to Economic and Monetary Union.


 


“Tariff Base”
has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and


 


“Unpaid Sum”
means any sum due and payable but unpaid by any Credit Party under the Credit Documents.


 


		6.	In application of the above formulae,
                                         A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will
                                         be included in the formula as 5 and not as 0.05).  A negative result obtained
                                         by subtracting D from B shall be taken as zero.  The resulting figures shall
                                         be rounded to four decimal places.



 


		7.	If requested by the Facility Agent,
                                         each Reference Bank shall, as soon as practicable after publication by the Financial
                                         Services Authority, supply to the Facility Agent, the rate of charge payable by that
                                         Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect
                                         of the relevant financial year of the Financial Services Authority (calculated for this
                                         purpose by that Reference Bank as being the average of the Fee Tariffs applicable to
                                         that Reference Bank for that financial year) and expressed in pounds per £1,000,000
                                         of the Tariff Base of that Reference Bank.



 


		8.	Each Lender shall supply any information
                                         required by the Facility Agent for the purpose of calculating its Additional Cost Rate.  In
                                         particular, but without limitation, each Lender shall supply the following information
                                         on or prior to the date on which it becomes a Lender:



 


		a)	the jurisdiction of its Facility
                                         Office; and



 


		b)	any other information that the
                                         Facility Agent may reasonably require for such purpose.



 




     


     


    

 


SCHEDULE
1.01(b)


 


Each Lender shall promptly notify the Facility Agent
of any change to the information provided by it pursuant to this paragraph.


 


		9.	The percentages of each Lender for the
                                         purpose of A and C above and the rates of charge of each Reference Bank for the purpose
                                         of E above shall be determined by the Facility Agent based upon the information supplied
                                         to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender
                                         notifies the Facility Agent to the contrary, each Lender’s obligations in relation
                                         to cash ratio deposits and Special Deposits are the same as those of a typical bank from
                                         its jurisdiction of incorporation with a Facility Office in the same jurisdiction as
                                         its Facility Office.



 


		10.	The Facility Agent shall have no liability
                                         to any person if such determination results in an Additional Cost Rate which over or
                                         under compensates any Lender and shall be entitled to assume that the information provided
                                         by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct
                                         in all respects.  



 


		11.	The Facility Agent shall distribute
                                         the additional amounts received as a result of the Mandatory Cost to the Lenders on the
                                         basis of the Additional Cost Rate for each Lender based on the information provided by
                                         each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.



 


		12.	Any determination by the Facility
                                         Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional
                                         Cost Rate or any amount payable to a Lender shall, in the absence of manifest error,
                                         be conclusive and binding on all parties to the Credit Agreement.



 


		13.	The Facility Agent may from time to
                                         time, after consultation with the Parent and the Lenders, determine and notify to all
                                         parties to the Credit Agreement any amendments which are required to be made to this
                                         Schedule in order to comply with any change in law, regulation or any requirements from
                                         time to time imposed by the Bank of England, the Financial Services Authority or the
                                         European Central Bank (or, in any case, any other authority which replaces all or any
                                         of its functions) and any such determination shall, in the absence of manifest error,
                                         be conclusive and binding on all parties to the Credit Agreement.



 




     


     


    

 


SCHEDULE 5.07


 


NOTICES, ACKNOWLEDGMENTS AND CONSENTS



 


Notices


 


1.  Notice of Assignment of the Construction Contract
for Breakaway Four, Ltd. in the form of Part 1 of Schedule 1 to the Assignment of Contracts shall be delivered to the Yard.


 


2.  Notice of Assignment of
Refund Guarantees for Breakaway Four, Ltd. in the form of Part 2 of Schedule 1 to the Assignment of Contracts or shall be delivered
to the applicable issuer of Refund Guarantees in respect of the Refund Guarantee(s) issued on or prior to the Initial Borrowing
Date.


 


3. Notice of Charge of the Refund Guarantee
issued by KfW IPEX-Bank GmbH in the form of Schedule 4 to the Assignment of Contracts shall be delivered to KfW IPEX-Bank GmbH
as refund guarantor.


 


Financing Statements


 


1.  UCC-1 shall be filed with the Florida Secured
Transaction Registry naming Breakaway Four, Ltd. as Debtor and KfW IPEX-Bank GmbH in its capacity as Collateral Agent, as Secured
Party.


 




     


     


    

 


SCHEDULE 5.10


 


INITIAL BORROWING DATE OPINIONS


 


Exhibit A

Form of Paul, Weiss, Rifkind, Wharton & Garrison LLP

opinion as to matters of New York law


 




     


     


    

 


SCHEDULE 5.10


 


Exhibit B

Form of Cox Hallett Wilkinson opinion as to matters of Bermuda law  


 




     


     


    

 


SCHEDULE 5.10


 


Exhibit C

Form of Norton Rose LLP opinion as to matters of English law  


 




     


     


    

 


SCHEDULE 5.10


 


Exhibit 4

Matters to be covered by Norton Rose LLP in relation to matters of German law


 


If required pursuant to Section
5.10(d) and subject to the assumptions, qualifications and definitions set forth in such opinion, German Counsel to the Facility
Agent for the benefit of the Lead Arrangers opine as follows (capitalized terms have the meanings ascribed to them in such opinion):  


 


The Declaration of Guarantee
constitutes a valid and legally binding guarantee of the Federal Republic of Germany towards [●] subject to the specific
provisions set out in the Declaration of Guarantee and subject to the applicable General Terms and Conditions and Guidelines.


 




     


     


    

 


SCHEDULE 5.10


 


Exhibit 5

Form of Holland & Knight opinion as to matters of laws of Florida 


 




     


     


    

 


SCHEDULE 6.09


 


MATERIAL LITIGATION


 


None.


 




     


     


    

 


SCHEDULE 7.05


 


DELIVERY DATE OPINIONS


 


		1.	Pursuant
                                         to Section 7.05(a) and subject to the assumptions, qualifications and definitions set
                                         forth in such opinion, English Counsel to the Facility Agent for the benefit of the Lead
                                         Arrangers opine as follows (capitalized terms have the meanings ascribed to them in such
                                         opinion):



 


		(a)	the
                                         obligations expressed to be assumed by the Borrower in the Credit Documents governed
                                         by English law constitute its valid, legally binding and enforceable obligations;



 


		(b)	there
                                         is no requirement under English law for the consent or authorisation of, or the filing,
                                         recording or enrolment of any documents with, any court or other authority in England
                                         and Wales to be obtained or made in order to ensure the legality, validity, enforceability
                                         or admissibility in evidence of the Credit Documents governed by English law;



 


		(c)	English
                                         courts of competent jurisdiction will give effect to the choice of English law as the
                                         proper law of the Credit Documents governed by English law and will regard express submission
                                         by the Borrower to the jurisdiction contained in the Credit Documents governed by English
                                         law as sufficient to confer jurisdiction upon them over proceedings within the scope
                                         of the submission;



 


		(d)	no
                                         stamp duty or similar tax is payable in the United Kingdom in respect of the execution
                                         or delivery of the Credit Documents governed by English law; and



 


		(e)	each
                                         Assignment Agreement is effective to create valid security interests in favour of the
                                         Collateral Agent.  



 


		2.	Pursuant
                                         to Section 7.05(b) and subject to the assumptions, qualifications and definitions set
                                         forth in such opinion, Paul, Weiss, Rifkind, Wharton & Garrison, Counsel to the Credit
                                         Parties opine as follows (capitalized terms shall have the meanings ascribed to them
                                         in such opinion):  



 


		(a)	The
                                         Transaction Documents provide that they are to be governed by English law.  To
                                         the extent that the Transaction Documents are governed by English law or the law of any
                                         other jurisdiction, we express no opinion as to those laws or their applicability to
                                         matters covered by this opinion, nor do we express any opinion as to whether or not New
                                         York law is applicable to the Transaction Documents.  However, we are of the
                                         opinion that if the Transaction Documents were governed by the laws of the state of New
                                         York (without reference to New York choice of law principles that would result in the
                                         application of the laws of another jurisdiction), the execution and delivery by each
                                         Credit Party of each Transaction Document to which it is a party and the performance
                                         by each such Credit Party of its obligations under each Transaction Document to which
                                         it is a party do not breach or result in a default under, or result in the creation of
                                         any lien (other than the liens created pursuant to the Transaction Documents) upon any
                                         of the assets of 



 




     


     


    

 


SCHEDULE
7.05


 


that Credit Party pursuant to
any agreement listed on Schedule I to this letter (the “Covered Agreements”) (it being understood that
a requirement to prepay loans under a Covered Agreement is not a breach of such Covered Agreement, and we express no opinion as
to whether a prepayment is required under a Covered Agreement).  If any Covered Agreement is governed by the laws of
a jurisdiction other than the state of New York, we have assumed such Covered Agreement would be interpreted in accordance with
its plain meaning, except that technical terms would mean what lawyers generally understand them to mean for agreements governed
by the laws of the state of New York.  We express no opinion with respect to any provision of any Covered Agreement
to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation
or determination.


 


		3.	Pursuant
                                         to Section 7.05(c) and subject to the assumptions, qualifications and definitions set
                                         forth in such opinion, Bahamian Counsel to the Credit Parties opine as follows (capitalized
                                         terms have the meanings ascribed to them in such opinion):



 


		(a)	Under the laws of the Bahamas the
                                         Borrower is the registered owner
                                         of record of sixty-four sixty-fourth shares, being the whole thereof of the [insert
                                         vessel name] and the Vessel Mortgage constitutes the valid and legally binding act
                                         of the Borrower and the Vessel Mortgage is enforceable in accordance with its terms,
                                         and further, the Vessel Mortgage creates in favour of the Mortgagee a valid and effective
                                         first priority legal mortgage over the [insert vessel name] and there are no other
                                         charges, mortgages or encumbrances on record with respect thereto.  It should
                                         be noted that maritime liens as set out in Section 281 of The Merchant Shipping Act of
                                         The Bahamas have priority over mortgages even if such liens are incurred after a mortgage
                                         has been registered.



 


		(b)	No further registration authorization,
                                         approval or consent or other official action in The Bahamas is necessary to render any
                                         of the Documents or the security respectively created thereby valid, perfected and enforceable.



 


		(c)	All filing, registration and recording
                                         fees required under the laws of The Bahamas in connection with the Vessel Mortgage and
                                         other fees necessary to ensure the validity, effectiveness and priority of any liens,
                                         charges and encumbrances created under the Vessel Mortgage have been paid.



 


		(d)	The courts of The Bahamas will
                                         recognize as a valid judgment and enforce any final, conclusive and enforceable judgment
                                         obtained against a mortgagor in a United Kingdom court without re-examination of the
                                         merits of the case subject to registration of the judgment under the provisions of the
                                         Reciprocal Enforcements of Judgments Act of the Bahamas.



 


		(e)	The Vessel Mortgage constitutes
                                         the legal, valid and binding obligations of the Borrower and is enforceable in accordance
                                         with its terms.



 




     


     


    

 


SCHEDULE
7.05


 


		(f)	No consents, authorizations or
                                         other approvals are required from any governmental or other authority of The Bahamas
                                         for the execution, delivery or performance of any of the Documents by any of the parties
                                         thereto or the consummation of the transactions contemplated therein.



 


		(g)	Neither the execution nor delivery
                                         of the Documents by the Borrower, nor the performance of its obligations under the Documents,
                                         will contravene any existing applicable law or regulation of The Bahamas.



 


		(h)	The Borrower is not entitled or
                                         required under any existing applicable law or regulation of The Bahamas to make any withholding
                                         or deduction in respect of any tax or otherwise from any payment which it is or may be
                                         required to make under the Documents (or any of them) and other than the fees paid in
                                         connection with the registration of the Vessel Mortgage no tax, impost, duty or registration
                                         fee is payable on any of the Documents in The Bahamas save for registration fees on the
                                         Vessel Mortgage.



 


		(i)	Other than the fees paid in connection
                                         with the registration of the Vessel Mortgage, no stamp or registration duty or similar
                                         taxes or charges are payable in The Bahamas in respect of the Documents.



 


		(j)	Under the laws of The Bahamas,
                                         the Mortgagee will not be deemed to be resident, domiciled or carrying on any commercial
                                         activity in The Bahamas or subject to any tax of The Bahamas as a result of its entry
                                         into the Documents or the performance of any of the transactions contemplated thereby.  It
                                         is not necessary for the Mortgagee to be authorized or qualified to carry on business
                                         in The Bahamas or establish a place of business in The Bahamas for the entry into or
                                         performance of the Documents.



 


		(k)	It is not necessary or advisable
                                         to take any further action in the future in order to preserve the security interests
                                         referred to above or the priority thereof in connection with the Vessel Mortgage.



 


		4.	Pursuant
                                         to Section 7.05(d) and subject to the assumptions, qualifications and definitions set
                                         forth in such opinion, Bermudan Counsel to the Credit Parties opine as follows (capitalized
                                         terms shall have the meanings ascribed to them in such opinion):



 


		(a)	Each
                                         of the Companies is duly incorporated with limited liability and is existing and in good
                                         standing under the laws of Bermuda (meaning that it has not failed to make any filing
                                         with any Bermuda governmental authority or to pay any Bermuda government fee or tax which
                                         might make it liable to be struck off the Register of Companies and thereby cease to
                                         exist under the laws of Bermuda).



 


		(b)	The
                                         entering into of the relevant Opinion Documents and the execution and delivery of the
                                         relevant Opinion Documents by each of the Companies and the performance by each of the
                                         Companies of its obligations thereunder:



 




     


     


    

 


SCHEDULE
7.05


 


		(i)	are
                                         within its corporate powers and have been duly authorised; and



 


		(ii)	will
                                         not conflict with the memorandum of association or bye-laws of such Company or violate
                                         or result in the breach of any Bermuda law or regulation.



 


		(c)	The
                                         relevant Opinion Documents have been duly executed by each of the Companies and constitute
                                         legal, valid and binding obligations of each of the Companies, enforceable in Bermuda
                                         in accordance with its terms.



 


		(d)	Based
                                         solely on the Litigation Searches, there are no judgments against, nor legal or governmental
                                         actions or proceedings pending in Bermuda to which any of the Companies is subject. 



 


		(e)	Based
                                         solely on the Company Searches, there are no notices to the Registrar of the passing
                                         of a resolution of members or creditors to wind up any of the Companies and no notice
                                         appointing a liquidator or receiver has been provided to the Registrar.



 


		(f)	No
                                         authorisation, consent, approval, license, qualification or formal exemption from, or
                                         any filing, declaration or registration with any court, governmental or municipal authority
                                         or other public body of Bermuda is required in connection with the execution and delivery
                                         of the Opinion Documents, the performance by each of the Companies of its obligations
                                         under the relevant Opinion Documents, the enforceability or admissibility in evidence
                                         of the Opinion Documents.



 


		(g)	It
                                         is not necessary or desirable to ensure the enforceability in Bermuda of the Opinion
                                         Documents that they be registered in any register kept by, or filed with, any governmental
                                         or municipal authority or other public or regulatory body in Bermuda.  However,
                                         on the basis that each of the Security Documents creates a charge over assets of the
                                         relevant Companies, it is desirable, in order to ensure the priority in Bermuda of the
                                         charge created, that such document be registered, and has been duly filed for such registration,
                                         in the Register of Charges in accordance with Section 55 of the Act.  On registration,
                                         to the extent that Bermuda law governs the priority of a charge, such charge will have
                                         priority in Bermuda over any unregistered charges, and over any subsequently registered
                                         charges, in respect of the property subject to such charge.  A registration
                                         fee will be payable in respect of the registration.



 


		(h)	The
                                         Opinion Documents will not be subject to ad valorem stamp duty, registration, recording,
                                         filing or other fees, duties or taxes in Bermuda and no such fees, duties or taxes are
                                         payable in Bermuda in connection with the execution, delivery or performance of the Opinion
                                         Documents.



 


		(i)	The
                                         choice of the English Laws as the governing law of the English Law Documents is a valid
                                         choice of law and the submission by each of the Companies to the exclusive jurisdiction
                                         of the English Courts is valid and binding upon them 



 




     


     


    

 


SCHEDULE
7.05


 


and would be recognised and given
effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws:


 


		(i)	which
                                         such court considers to be procedural in nature;



 


		(ii)	which
                                         are revenue or penal laws; or



 


		(iii)	the
                                         application of which would be inconsistent with public policy, as such term is interpreted
                                         under the laws of Bermuda.



 


		(j)	The
                                         choice of the Bahamian Laws as the governing law of the Bahamian Law Document is a valid
                                         choice of law and the submission by the Borrower to the jurisdiction of the Bahamian
                                         Courts is valid and binding upon the Borrower and would be recognised and given effect
                                         to in any action brought before a court of competent jurisdiction in Bermuda, except
                                         for those laws:



 


		(i)	which
                                         such court considers to be procedural in nature;



 


		(ii)	which
                                         are revenue or penal laws; or



 


		(iii)	the
                                         application of which would be inconsistent with public policy, as such term is interpreted
                                         under the laws of Bermuda.



 


		(k)	The
                                         payment obligations of the Companies under the Opinion Documents are direct, general
                                         and unconditional obligations of such Company and rank at least pari passu with all other
                                         present or future unsecured and unsubordinated indebtedness of such Company other than
                                         indebtedness which is preferred by virtue of any provision of the laws of Bermuda of
                                         general application.



 


		(l)	None
                                         of the Companies nor any of their respective assets are entitled to immunity from suit,
                                         execution, attachment of legal process under the laws of Bermuda, whether characterised
                                         as sovereign immunity or otherwise from any legal action or proceeding in Bermuda (which
                                         shall include, without limitation, suit, attachment prior to judgment, execution or other
                                         enforcement).



 


		(m)	No
                                         Bermuda taxes are imposed by withholding or otherwise on any payment to be made by any
                                         of the Companies under the relevant Opinion Documents or are imposed on or by virtue
                                         of the execution or delivery by the Companies of the Opinion Documents or any document
                                         or instrument to be executed or delivered under the Opinion Documents.



 


		(n)	The
                                         courts of Bermuda will recognise as a valid judgment any final and conclusive judgment
                                         obtained against the Borrower by any party to the English Law Documents based upon such
                                         document in the English Courts under which a sum of money is payable (other than a sum
                                         of money payable in respect of taxes or other charges of a like nature or in respect
                                         of a fine or other penalty or multiple damages as defined in the Protection of Trading
                                         Interests Act 1981 (the “1981 Act”)) and such a judgment will be enforced
                                         by the Supreme Court of Bermuda 



 




     


     


    

 


SCHEDULE
7.05


 


under The Judgments (Reciprocal
Enforcement) Act 1958 (the “1958 Act”) without re-examination of the merits of the case provided that:


 


		(i)	the
                                         judgment is final and conclusive notwithstanding that an appeal may be pending against
                                         it or that it may still be subject to an appeal in the relevant jurisdiction;



 


		(ii)	the
                                         judgment has not been given on appeal from a court which is not a superior court; and



 


		(iii)	the
                                         judgment is duly registered in the Supreme Court of Bermuda in circumstances in which
                                         its registration is not liable thereafter to be set aside.



 


		(o)	The
                                         courts of Bermuda will recognise as a valid judgment any final and conclusive judgment
                                         obtained against the Borrower by any party to the Bahamian Law Document based upon such
                                         documents in the Bahamian Courts under which a sum of money is payable (other than a
                                         sum of money payable in respect of taxes or other charges of a like nature or in respect
                                         of a fine or other penalty or multiple damages as defined in 1981 Act) and such a judgment
                                         will be enforced by the Supreme Court of Bermuda under the 1958 Act without re-examination
                                         of the merits of the case provided that:



 


		(i)	the
                                         judgment is final and conclusive notwithstanding that an appeal may be pending against
                                         it or that it may still be subject to an appeal in the relevant jurisdiction;



 


		(ii)	the
                                         judgment has not been given on appeal from a court which is not a superior court; and



 


		(iii)	the
                                         judgment is duly registered in the Supreme Court of Bermuda in circumstances in which
                                         its registration is not liable thereafter to be set aside.



 


		(p)	Under
                                         Section 3 of the 1958 Act, the registration of the judgment of any of the courts referred
                                         to in paragraphs 14 to 15 in the Supreme Court of Bermuda involves the conversion of
                                         the judgment debt into Bermuda Dollars at the date of such court’s judgment.  However,
                                         the Bermuda Monetary Authority has indicated that its present policy is to give the consent
                                         necessary for the Bermuda dollar award made by the Supreme Court of Bermuda to be converted
                                         into external currency.  No stamp duty or similar or other tax or duty is payable
                                         in Bermuda on the enforcement of a foreign judgment.  Court fees will be payable
                                         in connection with proceedings for enforcement.



 


		(q)	No
                                         party to the Opinion Documents will be deemed to be resident, domiciled, carrying on
                                         business or subject to taxation in Bermuda by reason only of the 



 




     


     


    

 


SCHEDULE
7.05


 


negotiation, preparation, execution,
performance, enforcement of, and or receipt of any payment due from the Companies under the relevant Opinion Documents.


 


		(r)	It
                                         is not necessary under the laws of Bermuda:



 


		(i)	in
                                         order to enable any party to enforce its rights under the Opinion Documents; or 



 


		(ii)	by
                                         reason of the execution, delivery and performance of the Opinion Documents by the parties
                                         thereto,



 


that such persons should be licensed,
qualified or otherwise entitled to carry on business in Bermuda.


 




     


     


    

 


SCHEDULE
8.03


 


EXISTING AGREEMENTS


 


None.


 




     


     


    

 


SCHEDULE
8.12


 


CAPITALIZATION


 


	Credit Party	 	Owner	 	Type of
 Shares	 	Number of
 Shares

    Owned	 	 	Percent of
 Outstanding

    Shares 

Owned	 
	Breakaway Four, Ltd.	 	NCL International, Ltd.	 	Ordinary	 	 	12,000	 	 	 	100	%
	NCL International, Ltd.	 	Arrasas Limited	 	Ordinary	 	 	12,000	 	 	 	100	%
	Arrasas Limited	 	NCL Corporation Ltd.	 	Common	 	 	997,218,181	 	 	 	100	%



 




     


     


    

 


SCHEDULE 8.13


 


SUBSIDIARIES


 


	Name of Subsidiary	 	Direct Owner(s)	 	Percent(%)
 Ownership	 	 	Jurisdiction of
 Organization
	Arrasas Limited	 	NCL Corporation Ltd.	 	 	100	 	 	Isle of Man
	Breakaway One, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Breakaway Two, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Breakaway Three, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Breakaway Four, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Maritime Investment, LLC	 	NCL America Holdings, LLC	 	 	100	 	 	Delaware
	NCL America Holdings, LLC	 	Arrasas Limited	 	 	100	 	 	Delaware
	NCL America LLC	 	NCL America Holdings, LLC	 	 	100	 	 	Delaware
	NCL (Bahamas) Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	NCL Cruises Ltd.	 	NCL Holding ASA	 	 	100	 	 	Bermuda
	NCL Holding ASA1	 	Arrasas Limited	 	 	100	 	 	Norway
	NCL International, Ltd.	 	Arrasas Limited	 	 	100	 	 	Bermuda
	Norwegian Dawn Limited	 	NCL International, Ltd.	 	 	100	 	 	Isle of Man
	Norwegian Epic, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Norwegian Gem, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Norwegian Jewel Limited	 	NCL International, Ltd.	 	 	100	 	 	Isle of Man
	Norwegian Pearl, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Norwegian Spirit, Ltd.	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Norwegian Star Limited	 	NCL International, Ltd.	 	 	100	 	 	Isle of Man
	Norwegian Sun Limited	 	NCL International, Ltd.	 	 	100	 	 	Bermuda
	Polynesian Adventure Tours, LLC	 	NCL America Holdings, LLC	 	 	100	 	 	Hawaii



 





 






1 This company is under voluntary
liquidation.


 




     


     


    

 


SCHEDULE 8.13


 


	Name of Subsidiary	 	Direct Owner(s)	 	Percent(%)
 Ownership	 	 	Jurisdiction of
 Organization
	PAT Tours, LLC	 	NCL America Holdings, LLC	 	 	100	 	 	Delaware
	Pride of America Ship Holding, LLC	 	NCL America Holdings, LLC	 	 	100	 	 	Delaware
	Pride of Hawaii, LLC	 	Arrasas Limited	 	 	100	 	 	Delaware



 


 




     


     


    

 


SCHEDULE
8.19


 


VESSEL


 


N/A


 




     


     


    

 


SCHEDULE
8.21


 


APPROVED CLASSIFICATION SOCIETIES


 


American Bureau of Shipping

Nippon Kaiji Kyokai

Germanischer Lloyd

Lloyd’s Register of Shipping

Bureau Veritas

Det Norske Veritas







     


     


    

 


SCHEDULE 9.03


 


REQUIRED INSURANCE


 


1.         For
the purpose of this Schedule 9.03, the following terms shall have the meanings ascribed to them as follows:


 


“Compulsory
Acquisition Compensation” shall mean all moneys or other compensation whatsoever payable by reason of the compulsory
acquisition of the Vessel other than by requisition for hire;


 


“Insurances”
shall mean all policies and contracts of the insurance and entries of the Vessel in a protection and indemnity or war risks association
which are effected in respect of the Vessel, its freight, disbursements, profits or otherwise and all benefits, including all
claims and returns of premiums thereunder and shall also include all Compulsory Acquisition Compensation;


 


“Security Period”
shall mean that period from the Delivery Date until the date on which all Loans shall have been fully paid, satisfied and extinguished.


 


“Total Loss”
shall mean any actual or constructive or arranged or agreed or compromised total loss or compulsory acquisition of the Vessel
(excluding any requisition for hire).


 


2.         From
the Delivery Date of the Vessel, the Borrower shall insure the Vessel, or procure that the Vessel is insured, in its name and
keep the Vessel and procure that the Vessel is kept insured on  an agreed value basis for an amount in Dollars approved
by the Collateral Agent, provided that:


 


(a)         the
insured value of the Vessel shall at all times be equal to or greater than its fair market value,


 


(b)         the
insured value of the Vessel shall be equal to or greater than [*] of the then applicable Total Commitment, and


 


(c)         the
hull and machinery insured value for the Vessel shall at all times be equal to no less than [*] of the total insured value of
the Vessel and no more than [*] of the total insured value of the Vessel shall consist of hull interest and freight interest insurance


 


through internationally recognized independent
first class insurance companies, underwriters, war risks and protection and indemnity associations reasonably acceptable to the
Collateral Agent in each instance on terms and conditions approved by the Collateral Agent (with such approval not to be unreasonably
withheld) including as to deductibles but at least in respect of:


 


(1)         marine
risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets
under English marine policies, or the Norwegian Plan or Collateral Agent-approved policies containing the ordinary conditions
applicable to similar vessels;


 




     


     


    

 


SCHEDULE 9.03


 


(2)         war
risks including the Missing Vessel Clause, terrorism, piracy and confiscation, and, should Institute War and Strike Clauses, Hulls
Conditions prevail, the London Blocking and Trapping Addendum and war risks (protection and indemnity) with a separate limit and
in excess of the amount for war risks (hull);


 


(3)         excess
risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable
in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;


 


(4)         protection
and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the
highest limit currently available is [*] for pollution risk and this to be increased if requested by the Collateral Agent and
the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible
with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to
time during the Security Period;


 


(5)         when
and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;


 


(6)         such
other risks as the Collateral Agent may from time to time reasonably require;


 


and in any event in respect of those risks
and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar
tonnage, provided that if any of such insurances are also effected in the name of any other person (other than the Borrower
or the Collateral Agent) such person shall if so required by the Collateral Agent execute a first priority assignment and/or transfer
of its interest in such insurances in favor of the Collateral Agent in similar terms mutatis mutandis to the relevant Assignment
of Insurances.


  


3.         The
Collateral Agent at the cost of the Borrower or the Parent shall take out, in each case, for an amount in Dollars approved by
the Collateral Agent but not being, collectively, less than [*] of the then applicable Total Commitment, mortgagee interest insurance
and mortgagee additional perils insurance on such conditions as the Collateral Agent may reasonably require, the Parent and the
Borrower having no interest or entitlement in respect of such policies; the Collateral Agent undertakes to use its reasonable
endeavors to match the premium level that the Borrower or the Parent would have paid if they had arranged such cover on such conditions
(as demonstrated to the reasonable satisfaction of the Collateral Agent).


 


4.         If
the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the
“EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), the Borrower shall comply strictly
with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the
Vessel presently trades or may or will trade at any time during the existence of the Vessel Mortgage and in particular before
such trade is commenced and during the entire period during which such trade is carried on the Borrower shall:


 


(i)         pay
any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it
for the Vessel in the market;


 




     


     


    

 


SCHEDULE 9.03


 


(ii)         make
all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity
association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Collateral Agent
copies of such declarations;


 


(iii)         submit
the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s
protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Collateral Agent copies of reports
made in respect of such surveys;


 


(iv)         implement
any recommendations contained in the reports issued following the surveys referred to in sub-clause (iii) above within the time
limit specified therein and provide evidence satisfactory to the Collateral Agent that the protection and indemnity insurers are
satisfied that this has been done;


 


(v)         in
particular strictly comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard
to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation
or political subdivision thereof, including but not limited to OPA, and provide the Collateral Agent on demand with such information
or evidence as it may reasonably require of such compliance;


 


(vi)         procure
that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United
States of America and the EEZ or any other provision analogous thereto and provide the Collateral Agent with evidence that this
is so; and


 


(vii)         strictly
comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at
all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution.


 


5.         The
Borrower shall give notice forthwith of any assignment and/or transfer of its interest in the Insurances to the relevant brokers,
insurance companies, underwriters and/or associations in the form reasonably approved by the Collateral Agent.


 


6.         The
Borrower shall execute and deliver all such documents and do all such things as may be necessary to confer upon the Collateral
Agent legal title to the Insurances in respect of the Vessel and to procure that the interest of the Collateral Agent is at all
times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the
form reasonably approved by the Collateral Agent and exceeding [*] shall be filed with all the hull, machinery and equipment and
war risks policies in respect of the Vessel and (b) that a loss payable clause in the form reasonably approved by the Collateral
Agent and exceeding [*] shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel.


 


7.         At
the Borrower’s expense the Borrower will cause such insurance broker and the P & I club or association providing P &
I insurance to agree to advise the Collateral


 




     


     


    

 


SCHEDULE 9.03


 


Agent by telex or telecopier confirmed
by letter of any expiration, termination, alteration or cancellation of any policy, any default in the payment of any premium
and of any other act or omission on the part of the Borrower of which it has knowledge and which might invalidate or render unenforceable,
in whole or in part, any insurance on the Vessel, and to provide an opportunity of paying any such unpaid premium or call, such
right being exercisable by the Collateral Agent on a vessel by vessel and not on a fleet basis.  In addition, the Borrower
or the Parent shall promptly provide the Collateral Agent with any information which the Collateral Agent reasonably requests
for the purpose of obtaining or preparing any report from an independent marine insurance consultant as to the adequacy of the
insurances effected or proposed to be effected in accordance with the provisions contained herein as of the date hereof or in
connection with any renewal thereof, and the Borrower or the Parent shall upon demand indemnify the Collateral Agent in respect
of all reasonable fees and other expenses incurred by or for the account of the Collateral Agent in connection with any such report;  provided
the Collateral Agent shall be entitled to such indemnity only for one such report during any period of twelve months.


 


8.         The
Borrower shall procure that each of the relevant brokers and associations furnish the Collateral Agent with a letter of undertaking
in such usual form as may be reasonably required by the Collateral Agent and waives any lien for premiums or calls except in relation
to premiums or calls attributable to the Vessel.


 


9.         The
Borrower shall punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel
and to produce all relevant receipts when so required by the Collateral Agent;


 


10.         The
Borrower shall renew each of the Insurances on the Vessel at least [*] Business Days before the expiry thereof and give immediate
notice to the Collateral Agent of such renewal and procure that the relevant brokers or associations shall promptly confirm in
writing to the Collateral Agent that such renewal is effected, it being understood by the Borrower that any failure to renew the
Insurances on the Vessel at least [*] Business Days before the expiry thereof or to give or procure the relevant notices of such
renewal shall constitute an Event of Default.


 


11.         The
Borrower shall arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity
and/or war risks association.


 


12.         The
Borrower shall furnish to the Collateral Agent from time to time on request with full information about all Insurances maintained
on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed.


 


13.         The
Borrower shall not agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the
Collateral Agent (which approval shall not be unreasonably withheld) (save in circumstances where the variation is imposed by
the insurers or reinsurers without requiring the Borrower’s consent, in which case the Borrower shall notify the Collateral
Agent of such variation in a timely manner) nor do any act or voluntarily suffer or permit any act to be done whereby any Insurances
shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel
to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of
the insurers or reinsurers concerned and complying with such


 




     


     


    

 


SCHEDULE 9.03


 


requirements as to payment of extra premiums or otherwise as
the insurers or reinsurers may impose.  If a variation in the terms of the Insurances is imposed as aforesaid and in
the absolute opinion of the Collateral Agent its interest in the Insurances is thereby materially adversely affected and/or the
proceeds of the Insurances payable to the Collateral Agent would be adversely affected, the Borrower undertakes promptly to make
such changes to the Insurances, or such alternative Insurance arrangements, provided that such alternative Insurance arrangements
are available in the insurance market to the Borrower at that time, as the Collateral Agent shall reasonably require.


 


14.         The
Borrower shall not, without the prior written consent of the Collateral Agent, settle, compromise or abandon any claim in respect
of any of the Insurances on the Vessel other than a claim of less than [*] or the equivalent in any other currency and not being
a claim arising out of a Total Loss.


 


15.         The
Borrower shall promptly furnish the Collateral Agent with full information regarding any casualties or other accidents or damage
to the Vessel involving an amount in excess of [*].


 


16.         The
Borrower shall apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose
of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received.


 


17.         In
the event of the Borrower defaulting in insuring and keeping insured its Vessel as hereinbefore provided then the Collateral Agent
may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Collateral Agent
in its discretion thinks fit and in such case all the cost of effecting and maintaining such Insurance together with interest
thereon shall be paid on demand by the Borrower to the Collateral Agent.


 




     


     


    

 


SCHEDULE 10.01


 


EXISTING LIENS


 


None.


 




     


     


    

 


SCHEDULE
14.03A


 


CREDIT PARTY ADDRESSES


 


If to any Credit Party:


7665 Corporate Center Drive


Miami, Florida 33126


United States of America


Attn: Chief Financial Officer and General Counsel


 


With copies to:


Apollo Management, L.P.


9 West 57th Street


New York, NY 10019


Attn: Steve Martinez


Tel. No.: (212) 515-3200


Fax No.: (212) 515-3288


 


and


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York


NY 10019-6064


Tel No: (212) 373-3074


Fax No: (212) 492-0074


Attn: Brad Finkelstein


 




     


     


    

 


SCHEDULE
14.03B


 


LENDER ADDRESSES


 


	INSTITUTIONS	ADDRESSES
	 	 
	KFW IPEX-BANK GMBH 	Palmengartenstrasse 5-9

        60325 Frankfurt am Main

        Germany

        Telephone: +49 69 7431 4636/ 4970

        Fax: +49 69 7431 4466 / 3768

        Attn:       Mr André Mutter /

         Ms
        Martina Heckroth

        email:     andre.mutter@kfw.de /

         Martina.Heckroth@kfw.de



 






    	 	 	 



     


    

 


EXECUTION PAGE – SUPPLEMENTAL AGREEMENT
RE: Hull No. [*]


 


The Borrower


 


	SIGNED by 	)	 
	for and on behalf of 	)	 
	BREAKAWAY FOUR, LTD.	)	/s/Amanda Gara
	 	 	Authorised signatory 
	 	 	Amanda Gara
	 	 	Attorney-in-fact


 


The Guarantor


 


	SIGNED by 	)	 
	for and on behalf of 	)	 
	NCL CORPORATION LTD.	)	/s/Amanda Gara
	 	 	Authorised signatory 
	 	 	Amanda Gara
	 	 	Attorney-in-fact


 


The Shareholder


 


	SIGNED by 	)	 
	for and on behalf of 	)	 
	NCL INTERNATIONAL, LTD.	)	/s/Amanda Gara
	 	 	Authorised signatory 
	 	 	Amanda Gara
	 	 	Attorney-in-fact


 


As Facility
Agent, Hermes Agent, Collateral Agent, CIRR Agent, Initial Mandated Lead Arranger and Lender


 


	SIGNED by 	)	 
	for and on behalf of 	)	 
	KFW IPEX-BANK GMBH	)	/s/Delphine Deroche
	 	 	Authorised signatory
	 	 	Delphine Deroche
	 	 	Director
	 	 	 
	 	 	/s/André Tiele
	 	 	André Tiele
	 	 	Vice President


 




    	 	10