Exhibit 4.1


 


EXECUTION VERSION


 





 



 


NCL CORPORATION LTD.


 


as Issuer


 


4.750% Senior Notes due 2021


 





 



 


INDENTURE


 


Dated as of December 14, 2016


 





 



 


and


 


U.S. Bank National Association


as Trustee


 





 






 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	47
	Section 1.03	Incorporation by Reference of Trust Indenture Act	48
	Section 1.04	Rules of Construction	48
	 	 	 
	Article II THE NOTES	49
	 	 	 
	Section 2.01	Amount of Notes	49
	Section 2.02	Form and Dating	50
	Section 2.03	Execution and Authentication	50
	Section 2.04	Registrar and Paying Agent	51
	Section 2.05	Paying Agent to Hold Money in Trust	51
	Section 2.06	Holder Lists	52
	Section 2.07	Transfer and Exchange	52
	Section 2.08	Replacement Notes	53
	Section 2.09	Outstanding Notes	53
	Section 2.10	[Reserved]	54
	Section 2.11	Cancellation	54
	Section 2.12	Defaulted Interest	54
	Section 2.13	CUSIP Numbers, ISINs, Etc.	54
	Section 2.14	Calculation of Principal Amount of Notes	54
	Section 2.15	Depositary	55
	 	 	 
	Article III REDEMPTION	55
	 	 	 
	Section 3.01	Redemption	55
	Section 3.02	Applicability of Article	55
	Section 3.03	Notices to Trustee	55
	Section 3.04	Selection of Notes to Be Redeemed	56
	Section 3.05	Notice of Optional Redemption	56
	Section 3.06	Effect of Notice of Redemption	57
	Section 3.07	Deposit of Redemption Price	57
	Section 3.08	Notes Redeemed in Part	57
	Section 3.09	Redemption for Changes in Taxes	58
	 	 	 
	Article IV COVENANTS	58
	 	 	 
	Section 4.01	Payment of Notes	58
	Section 4.02	Reports and Other Information	61
	Section 4.03	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	63
	Section 4.04	Limitation on Restricted Payments	70
	Section 4.05	Dividend and Other Payment Restrictions Affecting Subsidiaries	76


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


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	 	 	Page
	 	 	 
	Section 4.06	Asset Sales	78
	Section 4.07	Transactions with Affiliates	82
	Section 4.08	Change of Control	85
	Section 4.09	Compliance Certificate	87
	Section 4.10	Further Instruments and Acts	88
	Section 4.11	Future Subsidiary Guarantors	88
	Section 4.12	Liens	88
	Section 4.13	Re-flagging of Vessels	89
	Section 4.14	Maintenance of Office or Agency	89
	Section 4.15	[Reserved]	90
	Section 4.16	Covenant Suspension	90
	 	 	 
	Article V SUCCESSOR COMPANY	91
	 	 	 
	Section 5.01	When Issuer May Merge or Transfer Assets	91
	 	 	 
	Article VI DEFAULTS AND REMEDIES	93
	 	 	 
	Section 6.01	Events of Default	93
	Section 6.02	Acceleration	94
	Section 6.03	Other Remedies	95
	Section 6.04	Waiver of Past Defaults	95
	Section 6.05	Control by Majority	96
	Section 6.06	Limitation on Suits	96
	Section 6.07	Rights of the Holders to Receive Payment	96
	Section 6.08	Collection Suit by Trustee	97
	Section 6.09	Trustee May File Proofs of Claim	97
	Section 6.10	Priorities	97
	Section 6.11	Undertaking for Costs	97
	Section 6.12	Waiver of Stay or Extension Laws	98
	 	 	 
	Article VII TRUSTEE	98
	 	 	 
	Section 7.01	Duties of Trustee	98
	Section 7.02	Rights of Trustee	99
	Section 7.03	Individual Rights of Trustee	101
	Section 7.04	Trustee’s Disclaimer	101
	Section 7.05	Notice of Defaults	102
	Section 7.06	[Reserved]	102
	Section 7.07	Compensation and Indemnity	102
	Section 7.08	Replacement of Trustee	103
	Section 7.09	Successor Trustee by Merger	104
	Section 7.10	Eligibility; Disqualification	104
	Section 7.11	Preferential Collection of Claims Against the Issuer	104
	 	 	 
	Article VIII DISCHARGE OF INDENTURE; DEFEASANCE	105
	 	 	 
	Section 8.01	Discharge of Liability on Notes; Defeasance	105


 




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TABLE OF CONTENTS


(cont’d)


 


	 	 	Page
	 	 	 
	Section 8.02	Conditions to Defeasance	106
	Section 8.03	Application of Trust Money	108
	Section 8.04	Repayment to Issuer	108
	Section 8.05	Indemnity for U.S. Government Obligations	108
	Section 8.06	Reinstatement	108
	 	 	 
	Article IX AMENDMENTS AND WAIVERS	109
	 	 	 
	Section 9.01	Without Consent of the Holders	109
	Section 9.02	With Consent of the Holders	110
	Section 9.03	Compliance with Trust Indenture Act	110
	Section 9.04	Revocation and Effect of Consents and Waivers	111
	Section 9.05	Notation on or Exchange of Notes	111
	Section 9.06	Trustee to Sign Amendments	111
	Section 9.07	Additional Voting Terms; Calculation of Principal Amount	112
	 	 	 
	Article X [RESERVED]	112
	 	 	 
	Article XI [RESERVED]	112
	 	 	 
	Article XII [RESERVED]	112
	 	 	 
	Article XIII MISCELLANEOUS	112
	 	 	 
	Section 13.01	[Reserved]	112
	Section 13.02	Notices	112
	Section 13.03	Communication by the Holders with Other Holders	113
	Section 13.04	Certificate and Opinion as to Conditions Precedent	113
	Section 13.05	Statements Required in Certificate or Opinion	113
	Section 13.06	When Notes Disregarded	114
	Section 13.07	Rules by Trustee, Paying Agent and Registrar	114
	Section 13.08	Legal Holidays	114
	Section 13.09	GOVERNING LAW	114
	Section 13.10	No Recourse Against Others	114
	Section 13.11	Successors	115
	Section 13.12	Multiple Originals	115
	Section 13.13	Table of Contents; Headings	115
	Section 13.14	Indenture Controls	115
	Section 13.15	Severability	115
	Section 13.16	[Reserved]	115
	Section 13.17	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	115
	Section 13.18	WAIVER OF JURY TRIAL	116
	Section 13.19	Security Advice Waiver	116
	Section 13.20	U.S.A. Patriot Act	116


 


	Appendix A	–	Provisions Relating to the Initial Notes and Additional Notes


  




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TABLE OF CONTENTS


(cont’d)


 


EXHIBIT INDEX


 


	Exhibit A	–	Form of Note
	Exhibit B	–	Form of Transferee Letter of Representation
	Exhibit C	–	Form of Supplemental Indenture Related to Subsidiary Guarantors


 




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INDENTURE dated as of December 14, 2016, between
NCL CORPORATION LTD., an exempted company incorporated under the laws of Bermuda (the “Issuer”), and U.S. BANK
NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


Each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the holders of (i) $700,000,000 aggregate principal amount of the
Issuer’s 4.750% Senior Notes due 2021 issued on the date hereof (the “Initial Notes”) and (ii) Additional
Notes issued from time to time (together with the Initial Notes, the “Notes”):


 


Article I


 


DEFINITIONS AND INCORPORATION
BY REFERENCE


 


Section 1.01      Definitions.


 


“4.625% Senior Notes” means
the Issuer’s 4.625% Senior Notes due 2020 issued on November 10, 2015 pursuant to the indenture dated as of November 10,
2015 by and between the Issuer and U.S. Bank National Association, as trustee, as it may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof.


 


“Acquired Indebtedness”
means, with respect to any specified Person:


 


(1)          Indebtedness
of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted
Subsidiary of such specified Person, and


  


(2)          Indebtedness
secured by a Lien encumbering any Vessel or other asset acquired by such specified Person.


 


Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and,
with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of Vessels or other assets.


 


“Acquisition Documents”
means the Agreement and Plan of Merger, dated as of September 2, 2014, among Norwegian Cruise Line Holdings Ltd., Portland Merger
Sub, Inc., Prestige Cruises International, Inc. and Apollo Management, L.P., and any other agreements or instruments contemplated
thereby, in each case, as amended, restated, supplemented or otherwise modified from time to time.


 


“Additional Notes” means
the Notes issued under the terms of this Indenture subsequent to the Issue Date.


 


“Additional Refinancing Amount”
means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness,
Disqualified Stock or Preferred Stock Incurred to pay accrued interest,


 




    	 	 	 



     


    

  


premiums (including tender premiums), expenses,
defeasance costs and fees in respect thereof.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Amended Senior Secured Credit Agreement”
means the Second Amended and Restated Credit Agreement, dated as of June 6, 2016, as amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 


“Applicable Premium” means,
with respect to any Note on any applicable redemption date, the greater of:


 


(1)          1%
of the then outstanding principal amount of the Note; and


 


(2)          the
excess of:


 


(a)          the
present value at such redemption date of (i) the redemption price of the Note at December 15, 2018 (such redemption price being
set forth in Paragraph 6 of the Note) plus (ii) all remaining required interest payments due on the Note through December
15, 2018 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption
date (or in the case of a satisfaction and discharge or defeasance, as of the date on which funds are deposited with the Trustee)
plus 50 basis points; over


 


(b)          the
then outstanding principal amount of the Note.


 


“Asset Sale” means:


 


(1)          the
sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property
or assets (including by way of a Sale/Leaseback Transaction) outside the ordinary course of business of the Issuer or any Restricted
Subsidiary of the Issuer (each referred to in this definition as a “disposition”); or


 




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(2)          the
issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other
third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted
Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions),


 


in each case other than:


 


(a)          a
disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in the ordinary
course of business;


 


(b)          the
disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any
disposition that constitutes a Change of Control;


 


(c)          any
Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04;


 


(d)          any
disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary,
which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good faith by the
Issuer) of less than $50.0 million;


 


(e)          any
disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to the Issuer or by
the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer;


 


(f)           any
exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable
or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in
good faith by the Issuer;


 


(g)          foreclosure
or any similar action with respect to any property or other asset of the Issuer or any of its Restricted Subsidiaries;


 


(h)          any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(i)           the
lease, assignment or sublease of any real or personal property in the ordinary course of business;


 


(j)           any
sale of inventory or other assets in the ordinary course of business;


 


(k)          any
grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;


 




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(l)           in
the ordinary course of business, any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange
for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business
of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;


 


(m)         a
transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing”
(or a fractional undivided interest therein), including by a Receivables Subsidiary in a Qualified Receivables Financing;


 


(n)          any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date,
including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture;


 


(o)          dispositions
in connection with Permitted Liens;


 


(p)          any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other
than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary
acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition
and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;


 


(q)          the
sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property;


 


(r)           dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings and exclusive of factoring or similar arrangements;


 


(s)          any
surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of
any kind;


 


(t)           time
charters and other similar arrangements; and


 


(u)          any
disposition made pursuant to the Acquisition Documents (as in effect on the Issue Date).


 


“Bankruptcy Law” means
Title 11, United States Code, or any similar Federal or state law for the relief of debtors.


 


“Bank Indebtedness” means
any and all amounts payable under or in respect of (a)(i) the NCLC Group Credit Facilities, and the letters of credit and bankers’
acceptances thereunder and related documents and (ii) New Vessel Financings and related documents, in case of each clause (i) and
(ii) as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders
or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination
of the NCLC Group Credit Facilities or the New


 




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Vessel Financings), including any agreement
or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness
under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture
or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium
(if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating
to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness
referred to in clause (a) remains outstanding, if designated by the Issuer to be included in this definition, one or more (A) debt
facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters
of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments
or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each
case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured,
renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.


 


“Board of Directors” means,
as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent company of
such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such
Person) or any duly authorized committee thereof.


 


“Breakaway Credit Facilities”
means the Breakaway One Facility, the Breakaway Two Facility and the Breakaway Term Facilities.


 


“Breakaway Four Facility”
means the €729.8 million credit agreement dated October 12, 2012, as amended and restated on July 26, 2016, and as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Breakaway One Facility”
means the €529.8 million credit agreement dated November 18, 2010, as amended, restated, supplemented, waived, replaced (whether
or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor
or replacement


 




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agreement or agreements or indenture or indentures
or increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Breakaway Plus Newbuild Facility”
means the export credit facility dated October 12, 2012 incurred by Breakaway Three, Ltd. with aggregate commitments of up to €590.5
million, with such new special-purpose subsidiary to be the borrower, as amended, restated, supplemented, waived, replaced (whether
or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor
or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering
the maturity thereof.


 


“Breakaway Plus Newbuild Facility
Secured Debt Cap” means €590.5 million.


 


“Breakaway Term Facilities”
means the (i) €126.1 million Pride of Hawai’i credit agreement, dated November 18, 2010 and (ii) the €126.1 million
Norwegian Jewel credit agreement, dated November 18, 2010, in each case, as amended and restated on June 21, 2013, and as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Breakaway Two Facility”
means the €529.8 million credit agreement dated November 18, 2010, as amended, restated, supplemented, waived, replaced (whether
or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise
restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor
or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering
the maturity thereof.


 


“Business Day” means a
day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New
York City.


 


“Capital Stock” means:


 


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


 




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(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.


 


“Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.


 


“Capitalized Software Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that,
in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person
and such Restricted Subsidiaries.


 


“Cash Equivalents” means:


 


(1)          U.S.
dollars, pounds sterling, euros, the national currency of any member state in the European Union or such local currencies held
by an entity from time to time in the ordinary course of business;


 


(2)          securities
issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union
or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;


 


(3)          certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial
bank having capital and surplus in excess of $250.0 million and whose long-term debt is rated “A” or the equivalent
thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);


 


(4)          repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;


 


(5)          commercial
paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof
by Moody’s or S&P


 




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(or reasonably equivalent ratings
of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;


 


(6)          readily
marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one
of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;


 


(7)          Indebtedness
issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher from S&P
or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings
agency) in each case with maturities not exceeding two years from the date of acquisition;


 


(8)          investment
funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and


 


(9)          instruments
equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside
the United States of America to the extent reasonably required in connection with any business conducted by the Issuer or any Subsidiary
organized in such jurisdiction.


 


“Change of Control” means
the occurrence of either of the following:


 


(1)          the
sale, lease or transfer (other than by way of merger or consolidation, including any merger or consolidation involving an Affiliate
of the Issuer solely for the purpose of reorganizing the Issuer in another jurisdiction to realize tax or other benefits), in one
or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole,
to a Person other than any of the Permitted Holders; or


 


(2)          the
Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction
or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50%
of the total voting power of the Voting Stock of the Issuer.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 




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“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense,
including the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization
of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such
Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated Interest Expense”
means, with respect to any Person for any period, the sum, without duplication, of:


 


(1)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations,
and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing
fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees); plus


 


(2)          consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus


 


(3)          commissions,
discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons
other than the Issuer and its Restricted Subsidiaries; minus


 


(4)          interest
income for such period.


 


For purposes of this definition, (i) interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (ii) Consolidated Interest Expense shall
not include, and shall be calculated without giving effect to, the effects of Accounting Standard Update No. 2016-02, Leases (Topic
842), and related interpretations, to the extent such effects would otherwise increase or decrease an amount of Consolidated Interest
Expense for any purpose under this Indenture as a result of such effects; and any such amounts that would have constituted Consolidated
Interest Expense under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Consolidated
Interest Expense under this Indenture.


 


“Consolidated Leverage Ratio”
means, with respect to any Person, at any date the ratio of (i) Indebtedness (other than Qualified Non-Recourse Debt) of such Person
and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less
the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person
and its Restricted Subsidiaries and held by such Person and its Restricted


 




    	 	9	 



     


    

  


Subsidiaries as of such date of determination
to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately
preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its Restricted Subsidiaries
Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated
Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Leverage Ratio is made
(the “Consolidated Leverage Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving
pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at
the beginning of the applicable four-quarter period; provided that the Issuer may elect, pursuant to an Officer’s
Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness as being Incurred at
such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this
calculation, to be an Incurrence at such subsequent time.


 


For purposes of making the computation referred
to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined
in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment
projects or initiatives, restructurings or reorganizations that the Issuer or any of its Restricted Subsidiaries has determined
to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously
with the Consolidated Leverage Calculation Date shall be calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, operational changes, business realignment
projects or initiatives, restructurings or reorganizations (and the change of any associated Indebtedness and the change in EBITDA
resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period
any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary
since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation,
discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each
case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the
Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative,
restructuring or reorganization had occurred at the beginning of the applicable four-quarter period.


 


For purposes of this definition, whenever
pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the
reasonable good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense
reductions and other operating improvements or synergies (x) reasonably expected to result from the applicable event and (y) that
are expected to be realized within 12 months from the date of the transaction giving rise to the calculation, and (2) all adjustments
of the nature used


 




    	 	10	 



     


    

  


in connection with the calculation of “Adjusted
EBITDA” as set forth in footnote 4 to the “Summary Consolidated Financial Data” under “Summary” in
the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.


 


For purposes of this definition, any amount
in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for
the most recent 12-month period immediately prior to the date of determination in a manner consistent with that used in calculating
EBITDA for the applicable period.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis; provided, however, that:


 


(1)          any
net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses
or charges, any severance expenses, relocation expenses, curtailments or modifications to pension and post-retirement employee
benefit plans, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets
for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities
opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses or charges
related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing,
amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change
in control payments related to the Prestige Merger Transactions, in each case, shall be excluded;


 


(2)          effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Restricted Subsidiaries)
in amounts required or permitted by GAAP, or any consummated acquisition or the amortization or write-off of any amounts thereof,
net of taxes, shall be excluded;


 


(3)          the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;


 


(4)          any
net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains
or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;


 


(5)          any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or
asset dispositions other than in the ordinary course of business (as determined in good faith by management of the Issuer) shall
be excluded;


 




    	 	11	 



     


    

  


(6)          any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment
of indebtedness, Hedging Obligations or other derivative instruments shall be excluded;


 


(7)          (a)
the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary or a Qualified
Non-Recourse Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the
amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person
or a Restricted Subsidiary thereof (other than a Qualified Non-Recourse Subsidiary of such referent Person) in respect of such
period and (b) the Net Income for such Period shall include any dividend, distribution or other payment in cash (or to the extent
converted into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent
Person) from any Person in excess of, but without duplication of, the amounts included in subclause (a) above;


 


(8)          solely
for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of “Cumulative
Credit,” the Net Income for such period of any Restricted Subsidiary shall be excluded to the extent that the declaration
or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar
distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the
amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted
Subsidiary to such Person, to the extent not already included therein;


 


(9)          an
amount equal to the amount of Permitted Tax Distributions actually made to any parent or equity holder of such Person in respect
of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes
directly by such Person for such period;


 


(10)        any
impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value
adjustments arising pursuant to GAAP shall be excluded;


 


(11)        any
non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants
or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights, shall
be excluded;


 




    	 	12	 



     


    

  


(12)        any
(a) one-time non-cash compensation charges, (b) costs and expenses after the Issue Date related to employment of terminated employees,
or (c) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other
rights existing on the Issue Date of officers, directors, managers and employees, in each case of such Person or any of its Restricted
Subsidiaries, shall be excluded;


 


(13)        accruals
and reserves that are established or adjusted within 12 months after the Issue Date and that are so required to be established
or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;


 


(14)        solely
for purposes of calculating EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without
deducting the income attributable to, or adding the losses attributable to, the minority Equity Interests of third parties in any
non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior
period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any dividend, distribution
or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included;


 


(15)        (a)(i)
the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line”
rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses,
income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations
shall be excluded;


 


(16)        any
currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from
hedging transactions for currency exchange risk, shall be excluded;


 


(17)        (i)
to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not
denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability
or casualty events or business interruption shall be excluded (to the extent not previously included pursuant to clause (ii) hereof)
and (ii) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability
or casualty events or business interruption shall be included (with a deduction (a) for amounts actually received up to such estimated
amount to the extent included in Net Income in a future period and (b) for estimated amounts in excess of amounts actually received
in a future period);


 




    	 	13	 



     


    

  


(18)        Capitalized
Software Expenditures shall be excluded; and


 


(19)        non-cash
charges for deferred tax asset valuation allowances shall be excluded (except to the extent reversing a previously recognized increase
to net income).


 


Notwithstanding the foregoing, for the purpose
of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances
or other transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the Issuer to the extent
such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such Section pursuant to clauses
(4) and (5) of the definition of “Cumulative Credit.”


 


“Consolidated Non-cash Charges”
means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and Amortization
Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated
basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent an accrual
or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted
from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization
of a prepaid cash item that was paid in a prior period.


 


“Consolidated Taxes” means,
with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation,
state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes
or arising from tax examinations) and any Permitted Tax Distributions taken into account in calculating Consolidated Net Income.


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do
not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:


 


(1)          to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(2)          to
advance or supply funds:


 


(a)          for
the purchase or payment of any such primary obligation; or


 


(b)          to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or


 


(3)          to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the


 




    	 	14	 



     


    

  


primary obligor to make payment
of such primary obligation against loss in respect thereof.


 


“Credit Agreements” means
(i) any of the NCLC Group Credit Facilities, as amended, restated, supplemented, waived, replaced (whether or not upon termination,
and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time
to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement
agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity
thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Issuer to not be included
in the definition of “Credit Agreements”) and (ii) whether or not any credit agreement referred to in clause (i) remains
outstanding, if designated by the Issuer to be included in the definition of “Credit Agreements,” one or more (A) debt
facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such
receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable
debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness,
in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended,
restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.


 


“Credit Agreement Documents”
means the collective reference to any of the Credit Agreements, any notes issued pursuant thereto and the guarantees thereof, and
the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid,
refinanced or otherwise modified, in whole or in part, from time to time.


 


“Credit Agreement Indebtedness”
means any and all amounts payable under or in respect of the Credit Agreements and the other Credit Agreement Documents, as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Cumulative Credit” means
the sum of (without duplication):


 


(1)          50%
of the Consolidated Net Income of the Issuer for the period (taken as one accounting period), from June 30, 2009 to the end of
the Issuer’s most recently ended fiscal quarter for which internal financial statements are


 




    	 	15	 



     


    

  


available at the time of such Restricted
Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus


 


(2)          100%
of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer or, if the Fair
Market Value of such investment shall exceed $100.0 million, by the Board of Directors of the Issuer, a copy of the resolution
of which with respect thereto shall be delivered to the Trustee) of property other than cash, received by the Issuer after June
30, 2009 (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock or Preferred
Stock pursuant to Section 4.03(b)(xii)) from the issue or sale of Equity Interests of the Issuer (excluding Refunding Capital
Stock, Designated Preferred Stock, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon exercise
of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer), plus


 


(3)          100%
of the aggregate amount of contributions to the capital of the Issuer, including the contribution of cash proceeds of the IPO,
received in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash after June 30,
2009 (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and other than
contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant
to Section 4.03(b)(xii)), plus


 


(4)          100%
of the principal amount of any Indebtedness or the liquidation preference or maximum fixed repurchase price, as the case may be,
of any Disqualified Stock of the Issuer or any Restricted Subsidiary thereof issued after June 30, 2009 (other than Indebtedness
or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the
Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided in the case of any parent,
such Indebtedness or Disqualified Stock is retired or extinguished), plus


 


(5)          100%
of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in
good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary after June 30, 2009 from:


 


(A)         the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer) of Restricted Investments made by
the Issuer and its Restricted Subsidiaries after June 30, 2009 and from repurchases and redemptions of such Restricted Investments
from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) and
from repayments of loans or advances, and releases of guarantees, which constituted Restricted


 




    	 	16	 



     


    

  


Investments made after June 30, 2009
(other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)),


 


(B)         the
sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, or


 


(C)         a
distribution or dividend from an Unrestricted Subsidiary, plus


 


(6)          in
the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged, consolidated
or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,
in each case, after June 30, 2009, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer
in such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $50.0 million, shall be determined
by the Board of Directors of the Issuer, a copy of the resolution of which with respect thereto shall be delivered to the Trustee)
at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than
in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii)
or constituted a Permitted Investment).


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Default” means any event
which is, or after notice or passage of time or both would be, an Event of Default.


 


“Designated Non-cash Consideration”
means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or one
of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant
to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection
with a subsequent sale of such Designated Non-cash Consideration.


 


“Designated Preferred Stock”
means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued
for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer
or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on
the issuance date thereof.


 


“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:


 




    	 	17	 



     


    

  


(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 after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding;
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, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit
of employees of the Issuer 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 Issuer 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.


 


“EBITDA” means, with respect
to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the
extent the same was deducted in calculating Consolidated Net Income:


 


(1)          Consolidated
Taxes; plus


 


(2)          Fixed
Charges; plus


 


(3)          Consolidated
Depreciation and Amortization Expense; plus


 


(4)          Consolidated
Non-cash Charges; plus


 


(5)          any
expenses or charges (other than Consolidated Depreciation or Amortization Expense) related to any issuance of Equity Interests,
Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to
be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses
or charges related to the Prestige Merger Transactions, the offering of the Notes and any other Indebtedness, (ii) any amendment
or other modification of the Notes or other Indebtedness and (iii) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Qualified Receivables Financing; plus


 




    	 	18	 



     


    

  


(6)          business
optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include,
without limitation, the effect of inventory optimization programs, facility consolidations, retention, systems establishment costs,
contract termination costs, future lease commitments and excess pension charges); plus


 


(7)          the
amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid to the Sponsors (or any accruals
relating to such fees and related expenses) during such period to the extent otherwise permitted by Section 4.07, including,
if applicable, the amount of termination fees paid pursuant to Section 4.07(b)(iii)(B); plus


 


(8)          the
amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables
Financing; plus


 


(9)          any
costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with
cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interests of the Issuer (other
than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit;
plus


 


(10)        Pre-Launch
Expenses; less, without duplication,


 


(11)        non-cash
items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items
for which cash was received in a prior period).


 


“Epic Facility” means the
€662,905,320 Secured Loan Agreement, dated as of September 22, 2006, as amended and restated on June 1, 2012, and as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“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).


 




    	 	19	 



     


    

  


“Equity Offering” means
any public or private sale after the Issue Date of common stock or Preferred Stock of the Issuer or any direct or indirect parent
of the Issuer, as applicable (other than Disqualified Stock), other than:


 


(1)          public
offerings with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-4 or Form
S-8;


 


(2)          issuances
to any Subsidiary of the Issuer; and


 


(3)          any
such public or private sale that constitutes an Excluded Contribution.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Excluded Contributions”
means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management
or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from:


 


(1)          contributions
to its common equity capital, and


 


(2)          the
sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management
or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,


 


in each case designated as Excluded Contributions pursuant to
an Officer’s Certificate executed by an Officer of the Issuer on or promptly after the date such capital contributions are
made or the date such Capital Stock is sold, as the case may be.


 


“Explorer Newbuild Facility”
means the $373.6 million credit agreement, dated as of July 31, 2013, as amended and restated effective as of November 19, 2014,
and as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders
or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture
extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Fair Market Value” means,
with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between
a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.


 


“First Lien Collateral Agent”
means any administrative agent or collateral agent for the lenders and other secured parties under any NCLC Group Credit Facility.


 




    	 	20	 



     


    

  


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges (other
than Fixed Charges in respect of Qualified Non-Recourse Debt) of such Person for such period. In the event that the Issuer or any
of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit
borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based
upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated
but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same
had occurred at the beginning of the applicable four-quarter period.


 


For purposes of making the computation referred
to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined
in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment
projects or initiatives, restructurings or reorganizations that the Issuer or any of its Restricted Subsidiaries has determined
to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously
with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, amalgamations, consolidations, discontinued operations, operational changes, business realignment projects or initiatives,
restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person
that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning
of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation,
operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an
operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio
shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued
operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or
reorganization had occurred at the beginning of the applicable four-quarter period.


 


For purposes of this definition, whenever
pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the
reasonable good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense
reductions and other operating improvements or synergies (x) reasonably expected to result from the applicable event and (y) that
are expected to be realized within 12 months from the date


 




    	 	21	 



     


    

  


of the transaction giving rise to the calculation,
and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in
footnote 4 to the “Summary Consolidated Financial Data” under “Summary” in the Offering Memorandum to the
extent such adjustments, without duplication, continue to be applicable to such four-quarter period.


 


If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer
of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of
making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma
basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such
optional rate chosen as the Issuer may designate.


 


For purposes of this definition, any amount
in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for
the most recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating
EBITDA for the applicable period.


 


“Fixed Charges” means,
with respect to any Person for any period, the sum, without duplication, of:


 


(1)          Consolidated
Interest Expense of such Person for such period, and


 


(2)          all
cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of
such Person and its Restricted Subsidiaries.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect
to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary,
but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 




    	 	22	 



     


    

  


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in
any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part
of any Indebtedness or other obligations.


 


“Hedging Obligations” means,
with respect to any Person, the obligations of such Person under:


 


(1)          currency
exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements; and


 


(2)          other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity
prices.


 


“holder” means the Person
in whose name a Note is registered on the Registrar’s books.


 


“Incur” means issue, assume,
guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.


 


“Indebtedness” means, with
respect to any Person:


 


(1)          the
principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds,
notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement
agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except any such balance
that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business, (ii)
any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP
and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more than twelve months after the
date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations,
or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person
prepared in accordance with GAAP;


 


(2)          to
the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection
in the ordinary course of business); and


 




    	 	23	 



     


    

  


(3)          to
the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether
or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will
be the lesser of: (a) the Fair Market Value (as determined in good faith by the Issuer) of such asset at such date of determination,
and (b) the amount of such Indebtedness of such other Person;


 


provided, however, that notwithstanding the foregoing,
Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect
of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price
of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect
of Qualified Receivables Financings; (5) any obligations under Hedging Obligations; provided that such agreements are entered
into for bona fide hedging purposes of the Issuer or its Restricted Subsidiaries (as determined in good faith by the board of directors
or senior management of the Issuer, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign
exchange contract, currency swap agreement, futures contract, option contract or other similar agreement, such agreements are related
to business transactions of the Issuer or its Restricted Subsidiaries entered into in the ordinary course of business and, in the
case of any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement, such agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable,
to Indebtedness of the Issuer or its Restricted Subsidiaries Incurred without violation of this Indenture; (6) obligations in respect
of surety and bonding requirements of the Issuer and its Restricted Subsidiaries; (7) trade and other ordinary course payables,
accrued expenses and intercompany liabilities arising in the ordinary course of business; (8) in the case of the Issuer and its
Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions
of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection with cash management, tax
and accounting operations of the Issuer and its Restricted Subsidiaries; and (9) obligations under the Acquisition Documents.


 


Notwithstanding anything in this Indenture
to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of (i) Statement
of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease
an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by
the terms of such Indebtedness or (ii) Accounting Standard Update No. 2016-02, Leases (Topic 842), and related interpretations,
to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture
as a result of such effects; and, in each case, any such amounts that would have constituted Indebtedness under this Indenture
but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture.


 




    	 	24	 



     


    

  


“Indenture” means this
Indenture as amended or supplemented from time to time.


 


“Independent Financial Advisor”
means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is,
in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.


 


“Interest Payment Date”
has the meaning set forth in Exhibit A hereto.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an
equivalent rating by any other Rating Agency.


 


“Investment Grade Securities”
means:


 


(1)          securities
issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than
Cash Equivalents),


 


(2)          securities
that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding
any debt securities or loans or advances between and among the Issuer and its Subsidiaries,


 


(3)          investments
in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial
amounts of cash pending investment and/or distribution, and


 


(4)          corresponding
instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities
not exceeding two years from the date of acquisition.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees),
advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel
and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary
in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person
and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments
included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.04:


 




    	 	25	 



     


    

  


(1)          “Investments”
shall include the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value (as
determined in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount
(if positive) equal to:


 


(a)          the
Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less


 


(b)          the
portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value (as determined in good
faith by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and


 


(2)          any
property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith
by the Issuer) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.


 


“IPO” means the initial
public offering of 27,058,824 ordinary shares, par value $.001 per share, of NCL Holdings, which was consummated on January 24,
2013.


 


“Issue Date” means the
date on which the Notes are originally issued.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction);
provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.


 


“Management Group” means
the group consisting of the directors, managers, executive officers and other management personnel of the Issuer or any direct
or indirect parent of the Issuer, as the case may be, on the Issue Date together with (1) any new directors or managers whose election
by such boards of directors or whose nomination for election by the shareholders of the Issuer or any direct or indirect parent
of the Issuer, as applicable, was approved by a vote of a majority of the directors or managers of the Issuer or any direct or
indirect parent of the Issuer, as applicable, then still in office who were either directors or managers on the Issue Date or whose
election or nomination was previously so approved and (2) executive officers and other management personnel of the Issuer or any
direct or indirect parent of the Issuer, as applicable, hired at a time when the directors or managers on the Issue Date together
with


 




    	 	26	 



     


    

  


the directors or managers so approved constituted
a majority of the directors or managers of the Issuer or any direct or indirect parent of the Issuer, as applicable.


 


“Meyer Facility Secured Debt Cap”
means €1,325.0 million.


 


“Moody’s” means Moody’s
Investors Service, Inc. or any successor to the rating agency business thereof.


 


“NCL Holdings” means Norwegian
Cruise Line Holdings Ltd., the direct parent company of the Issuer.


 


“NCLC Group Credit Facilities”
means (i) the Amended Senior Secured Credit Agreement; (ii) the Pride of America Facility; (iii) the Norwegian Jewel Facility;
(iv) the Pride of Hawaii Facility; (v) the Epic Facility; (vi) the Breakaway Credit Facilities; (vii) the Breakaway Plus Newbuild
Facility; (viii) the Breakaway Four Facility; (ix) the Seahawk Newbuild Facilities; (x) the Oceania Newbuild Facilities; (xi) the
Explorer Newbuild Facility; and (xii) the Second Explorer-Class Facility, each as amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 


“Net Income” means, with
respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect
of Preferred Stock dividends.


 


“Net Proceeds” means the
aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received
in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable
or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the
disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale
and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment
banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable
as a result thereof (including Permitted Tax Distributions and after taking into account any available tax credits or deductions
and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any)
and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i) or (b)(ii)) to be paid as a result of such
transaction, all expenditures incurred to inspect, repair or modify a Vessel and bring such Vessel to the condition and place of
delivery in


 




    	 	27	 



     


    

  


connection with the sale of such Vessel as
may be specified in the related purchase and sale agreement or otherwise as the Board of Directors of the Issuer shall determine
advisable in connection with such sale, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such
sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations associated with such transaction.


 


“New Vessel Aggregate Secured Debt
Cap” means the sum of each of the New Vessel Secured Debt Caps (with such New Vessel Aggregate Secured Debt Cap to be
expressed as the sum of the euro and U.S. dollar denominations of the New Vessel Secured Debt Caps reflected in this New Vessel
Aggregate Secured Debt Cap).


 


“New Vessel Financing”
means any financing arrangement entered into by any New Vessel Subsidiary in connection with any acquisition of one or more Vessels.


 


“New Vessel Secured Debt Cap”
means, in respect of a New Vessel Financing, 90% of the contract price for the acquisition and any other Ready for Sea Cost of
the related Vessel (and 100% of any related export credit insurance premium), expressed in euros or U.S. dollars, as the case may
be.


 


“New Vessel Subsidiary”
means any Subsidiary of the Issuer that is formed for the purpose of acquiring one or more Vessels.


 


“Norwegian Jewel Facility”
means the $334.1 million Secured Loan Agreement, dated as of April 20, 2004, as amended and restated on June 21, 2013, and as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Notes Obligations” means
Obligations in respect of the Notes and this Indenture, including, for the avoidance of doubt, Obligations in respect of any future
guarantees thereof.


 


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations
with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation
governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnifications
in favor of the Trustee and other third parties other than the holders of the Notes.


 




    	 	28	 



     


    

  


“Oceania Newbuild Facilities”
means the (i) €349.5 million Marina Loan Agreement, dated as of July 18, 2008 and (ii) the €349.5 million Riviera Loan
Agreement, dated as of July 18, 2008, in each case, as amended and restated effective as of November 19, 2014, and as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement
or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or
increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Offering Memorandum” means
the confidential offering memorandum, dated December 5, 2016, relating to the issuance of the Initial Notes.


 


“Officer” means the Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President
or Vice President, the Treasurer or the Secretary of the Issuer.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer of the Issuer, which meets the requirements set
forth in this Indenture.


 


“Opinion of Counsel” means
a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer
or the Trustee.


 


“Other Facilities Secured Debt Cap”
means €2,147.5 million.


 


“Pari Passu Indebtedness”
means with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes.


 


“Permitted Holders” means,
at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital
Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer,
and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), other than any of the other Permitted Holders, holds more than 50% of the total voting power of the Voting Stock thereof
and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)
the members of which include any of the Permitted Holders and that, directly or indirectly, hold or acquire beneficial ownership
of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted
Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member (or more in
the case of a Permitted Holder or less in the case of a member that is not a Permitted Holder) and (2) no Person or other “group”
(other than


 




    	 	29	 



     


    

  


Permitted Holders) beneficially owns more
than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition
of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with
the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


 


“Permitted Investments”
means:


 


(1)          any
Investment in the Issuer or any Restricted Subsidiary;


 


(2)          any
Investment in Cash Equivalents or Investment Grade Securities;


 


(3)          any
Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such Investment (a) such Person
becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged,
consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into,
the Issuer or a Restricted Subsidiary of the Issuer;


 


(4)          any
Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant
to the provisions of Section 4.06 or any other disposition of assets not constituting an Asset Sale;


 


(5)          any
Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any
extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment
may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted
under this Indenture;


 


(6)          loans
and advances to officers, directors, managers, employees or consultants of the Issuer or any Restricted Subsidiary, taken together
with all other loans and advances made pursuant to this clause (6), not to exceed the greater of $50.0 million and 0.375% of Total
Assets at any one time outstanding;


 


(7)          any
Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable
held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization
or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer
or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured
Investment in default;


 


(8)          Hedging
Obligations permitted under Section 4.03(b)(ix);


 




    	 	30	 



     


    

  


(9)          any
Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value (as
determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (9) that
are at that time outstanding, not to exceed the greater of (x) $660.0 million and (y) 5.0% of Total Assets at the time of such
Investment, plus an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits
on sale, repayments, income and similar amounts) actually received in respect of any such Investment made pursuant to this clause
(9) (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes
in value) that does not otherwise increase the Cumulative Credit; provided, however, that if any Investment pursuant
to this clause (9) is made in any Person that is not the Issuer or a Restricted Subsidiary of the Issuer at the date of the making
of such Investment and such Person becomes the Issuer or a Restricted Subsidiary of the Issuer after such date, such Investment
shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause
(9) for so long as such Person continues to be the Issuer or a Restricted Subsidiary;


 


(10)        additional
Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith
by the Issuer), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding,
not to exceed the greater of (x) $660.0 million and (y) 5.0% of Total Assets at the time of such Investment, plus an amount
equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) actually received in respect of any such Investment made pursuant to this clause (10) (with the Fair Market Value
of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that
an amount equal to any such Investment made as a result of such increase of this clause (10) from any returns shall decrease the
Cumulative Credit only to the extent such return previously increased the Cumulative Credit; provided, however, that
if any Investment pursuant to this clause (10) is made in any Person that is not the Issuer or a Restricted Subsidiary of the Issuer
at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary of the Issuer after
such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been
made pursuant to this clause (10) for so long as such Person continues to be the Issuer or a Restricted Subsidiary;


 


(11)        loans
and advances to officers, directors, managers, employees or consultants for business-related travel expenses, moving expenses,
payroll payments and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice
or to fund such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;


 




    	 	31	 



     


    

  


(12)        Investments
the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent
of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available
for Restricted Payments under clause (3) of the definition of “Cumulative Credit”;


 


(13)        any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b)
(except transactions described in clauses (ii), (vi), (vii) and (xi)(B) of such Section);


 


(14)        Investments
consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(15)        guarantees
issued in accordance with Section 4.03, including, without limitation, any guarantee or other obligation issued or incurred
under the Credit Agreements in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries
(including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);


 


(16)        Investments
consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of
contract rights or licenses or leases of intellectual property;


 


(17)        any
Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified
Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such
Qualified Receivables Financing or any related Indebtedness;


 


(18)        any
Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by a customer of a Restricted
Subsidiary as a condition or in connection with such customer (or any member of such customer’s group) contracting with a
Restricted Subsidiary, in each case in the ordinary course of business;


 


(19)        any
Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant
to a Receivable Financing;


 


(20)        additional
Investments in joint ventures not to exceed at any one time in the aggregate outstanding under this clause (20), the greater of
(x) $460.0 million and (y) 3.5% of Total Assets at the time of such Investment, plus an amount equal to any returns (including
dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received
in respect of any such Investment made pursuant to this clause (20) (with the Fair Market Value (as determined in good faith by
the Issuer) of each Investment being measured at the time made and without giving effect to


 




    	 	32	 



     


    

  


subsequent changes in value) that
does not otherwise increase the Cumulative Credit; provided, however, that if any Investment pursuant to this clause
(20) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such
Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (1) above and shall cease to have been made pursuant to this clause (20) for so long as such Person continues
to be a Restricted Subsidiary;


 


(21)        Investments
of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of an entity merged into, amalgamated with or consolidated
with the Issuer or a Restricted Subsidiary of the Issuer in a transaction that is not prohibited by Section 5.01 after the
Issue Date, to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation
and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and


 


(22)        any
Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or
related activities arising in the ordinary course of business.


 


“Permitted Jurisdiction”
means (i) any state of the United States, the District of Columbia or any territory of the United States, (ii) Bermuda, (iii) the
Bahamas, (iv) the Isle of Man, (v) Panama, (vi) Liberia, (vii) the Marshall Islands, or (viii) any other jurisdiction approved
by the First Lien Collateral Agent.


 


“Permitted Liens” means,
with respect to any Person:


 


(1)          pledges
or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or
leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash
or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested
taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;


 


(2)          Liens
imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more
than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Issuer
or any Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP; and with respect to the Vessels:
(i) Liens fully covered (in excess of customary deductibles) by valid policies of insurance, (ii) Liens for master’s and
crew’s wages on the current voyage, if not yet due and payable, (iii) Liens for


 




    	 	33	 



     


    

  


trade debt incurred in the ordinary
course of business over a period not exceeding thirty (30) days and not by its terms overdue, and (iv) Liens for general average
and salvage, including contract salvage, and provided that (x) Permitted Liens shall not include any Liens described in
clauses (i) through (iv) of this paragraph unless such Liens are subordinate to the Liens created under the applicable Vessel Mortgage,
or constitute maritime liens that would in any event be entitled to priority over the applicable Vessel Mortgage under applicable
law;


 


(3)          Liens
for taxes, assessments or other governmental charges (i) that are not yet overdue by more than 30 days or (ii) if overdue by more
than 30 days, that are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture
or sale of the property subject to any such Lien and for which adequate reserves are being maintained to the extent required by
GAAP;


 


(4)          Liens
(A) in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters
of credit, bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person
in the ordinary course of its business (including as required by the U.S. Federal Maritime Commission or other similar U.S. or
foreign government authority) and (B) securing other obligations in respect of surety and bonding requirements;


 


(5)          minor
survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan
agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions as to the
use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties
which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value
of said properties or materially impair their use in the operation of the business of such Person;


 


(6)          Liens
on assets of a Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary permitted
to be Incurred pursuant to Section 4.03;


 


(7)          [Reserved];


 


(8)          Liens
securing Hedging Obligations;


 


(9)          [Reserved];


 


(10)        [Reserved];


 


(11)        Liens
securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(iii); provided that such Lien extends only
to the assets and/or


 




    	 	34	 



     


    

  


Capital Stock, the acquisition,
lease, construction, repair, replacement or improvement of which is financed thereby and any proceeds or products thereof;


 


(12)        Liens
existing on the Issue Date;


 


(13)        Liens
on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however,
that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;


 


(14)        Liens
on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including
any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the
Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such
acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any
Restricted Subsidiary of the Issuer (other than pursuant to after-acquired property clauses in effect with respect to such Lien
at the time of acquisition of such Person on property of such Person of the type that would have been subject to such Lien notwithstanding
the occurrence of such acquisition);


 


(15)        Liens
securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary
of the Issuer permitted to be Incurred in accordance with Section 4.03;


 


(16)        [Reserved];


 


(17)        Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of
documentary letters of credit, bank guarantees or bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 


(18)        leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any
of its Restricted Subsidiaries;


 


(19)        Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting
Indebtedness in the ordinary course of business;


 


(20)        Liens
in favor of the Issuer or any Restricted Subsidiary;


 


(21)        Liens
on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred
in connection with a Qualified Receivables Financing;


 




    	 	35	 



     


    

  


(22)        pledges,
deposits and other Liens in the ordinary course of business to secure liability to insurance carriers;


 


(23)        Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(24)        leases
or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course
of business;


 


(25)        Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (8),
(11), (12), (13), (14), (15), (20) and (35), provided that in the case of Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of
any Indebtedness secured by any Lien referred to in clause (iii), (xi) or (xv) of Section 4.03(b), (i) such new Lien shall
be limited to all or part of the same property (including any after acquired property to the extent it would have been subject
to the original Lien) that secured the original Lien (plus improvements on and accessions to such property, proceeds and products
thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets
secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced) and (ii) the Indebtedness
secured by such Liens is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted
value, if applicable) or, if greater, committed amount of the Indebtedness described under such clauses at the time the original
Lien became a Permitted Lien under this Indenture, (B) unpaid accrued interest and premiums (including tender premiums) and (C)
an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses, related to such refinancing,
refunding, extension, renewal or replacement;


 


(26)        Liens
on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such
Restricted Subsidiary’s client at which such equipment is located;


 


(27)        judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation
being contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(28)        Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into in the ordinary course of business;


 




    	 	36	 



     


    

  


(29)        Liens
(A) incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business and
(B) on cash and Cash Equivalents and letters of credit securing any surety and bonding requirements;


 


(30)        other
Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all
other obligations secured by Liens incurred under this clause (30) that are at that time outstanding, exceed the greater of $130.0
million and 1.0% of Total Assets at the time of Incurrence;


 


(31)        any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar
arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement;


 


(32)        any
amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the
Issuer or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the
release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions;


 


(33)        Liens
(i) arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching
to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering
reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary
course of business and not for speculative purposes;


 


(34)        Liens
in favor of any counterparty to a Vessel operations agreement (other than the Restricted Subsidiary that is the record owner of
the related Vessel) arising in connection with such Vessel operations agreement;


 


(35)        pledges
of, and other Liens on, the Equity Interests in and the assets of New Vessel Subsidiaries in favor of lenders under and in connection
with New Vessel Financing permitted to be incurred under Section 4.03(b)(i);


 


(36)        Liens
arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with any appeal
or other proceedings for review;


 


(37)        Liens
on Unearned Customer Deposits (i) in favor of credit card companies pursuant to agreements therewith consistent with industry practice
and (ii) in favor of customers; and


 




    	 	37	 



     


    

  


(38)        Liens
incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary arising from vessel purchasing, vessel chartering,
drydocking, maintenance, the furnishing of supplies and bunkers to vessels, repairs and improvements to Vessels, crews’ wages
and maritime Liens.


 


“Permitted Tax Distributions”
means dividends to pay any U.S. federal, state or local income taxes actually payable by the holders of the Issuer’s capital
stock (or, in the case of any such holder that owns any assets other than the Issuer’s capital stock at any applicable time,
the U.S. federal, state or local income taxes that would have been actually payable had such holder owned no other assets) by virtue
of the fact that the Issuer is a pass-through entity for U.S. federal, state or local income tax purposes (as applicable), for
any such taxable year (or portion thereof) ending after December 31, 2011 and, to the extent resulting from audit adjustments after
the Issue Date, for any such taxable year (or portion thereof) ending prior to December 31, 2011.


 


“Person” means any individual,
corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


“Preferred Stock” means
any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.


 


“Pre-Launch Expenses” means,
with respect to any fiscal period, the amount of expenses (other than interest expense) incurred with respect to any new Vessels
incurred prior to the commencement of ordinary course revenue generating cruises and directly related to such commencement of the
new Vessel.


 


“Prestige Facilities Secured Debt
Cap” means $2,341.3 million.


 


“Prestige Merger Transactions”
means the transactions described under “Summary—The Transactions” in the confidential offering memorandum, dated
November 5, 2014, relating to the issuance of the Issuer’s 5.25% Senior Notes due 2019 issued on November 19, 2014.


 


“Pride of America Facility”
means the €258.0 million Secured Loan Agreement, dated as of April 4, 2003, as amended and restated on June 21, 2013, and
as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or
otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture
extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.


 


“Pride of Hawaii Facility”
means the €308.1 million Secured Loan Agreement, dated as of April 20, 2004, as amended and restated on June 21, 2013, and
as


 




    	 	38	 



     


    

  


amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 


“Qualified Non-Recourse Debt”
means Indebtedness that (1) is (a) incurred by a Qualified Non-Recourse Subsidiary to finance (whether prior to or within 270 days
after) the acquisition, lease, construction, repair, replacement or improvement of any property (real or personal) or equipment
(whether through the direct purchase of property or the Equity Interests of any person owning such property and whether in a single
acquisition or a series of related acquisitions) or (b) assumed by a Qualified Non-Recourse Subsidiary, (2) is non-recourse to
the Issuer and (3) is non-recourse to any Restricted Subsidiary that is not a Qualified Non-Recourse Subsidiary.


 


“Qualified Non-Recourse Subsidiary”
means (1) a Restricted Subsidiary that is formed or created after the Issue Date in order to finance an acquisition, lease, construction,
repair, replacement or improvement of any property or equipment (directly or through one of its Subsidiaries) that secures Qualified
Non-Recourse Debt and (2) any Restricted Subsidiary of a Qualified Non-Recourse Subsidiary.


 


“Qualified Receivables Financing”
means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:


 


(1)          the
Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing
terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and
the Receivables Subsidiary;


 


(2)          all
sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good
faith by the Issuer); and


 


(3)          the
financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith
by the Issuer) and may include Standard Securitization Undertakings.


 


The grant of a security interest in any accounts
receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank Indebtedness,
Indebtedness in respect of the Notes or any Refinancing Indebtedness with respect to the Notes shall not be deemed a Qualified
Receivables Financing.


 


“Rating Agency” means (1)
each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuer’s
control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)


 




    	 	39	 



     


    

  


under the Exchange Act selected by the Issuer
or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be.


 


“Ready for Sea Cost” means
with respect to a vessel or vessels to be acquired, constructed or leased (pursuant to a Capitalized Lease Obligation) by the Issuer
or any Restricted Subsidiary of the Issuer, the aggregate amount of all expenditures incurred to acquire or construct and bring
such vessel or vessels to the condition and location necessary for its intended use, including any and all inspections, appraisals,
repairs, modifications, additions, permits and licenses in connection with such acquisition or lease, which would be classified
and accounted for as “property, plant and equipment” in accordance with GAAP and any assets relating to such vessel
or vessels.


 


“Receivables Fees” means
distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in
connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.


 


“Receivables Financing”
means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which
the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a
transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary),
or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any
of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable,
all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable
and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection
with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or
any such Subsidiary in connection with such accounts receivable.


 


“Receivables Repurchase Obligation”
means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result
of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming
subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to
take action by or any other event relating to the seller.


 


“Receivables Subsidiary”
means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified
Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the
Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than
in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights
(contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such
business, and which is


 




    	 	40	 



     


    

  


designated by the Board of Directors of the
Issuer (as provided below) as a Receivables Subsidiary and:


 


(a)          no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any
other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer
in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or
any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings;


 


(b)          with
which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding
other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the Issuer; and


 


(c)          to
which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results.


 


Any such designation by the Board of Directors
of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors
of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with
the foregoing conditions.


 


“Record Date” has the meaning
specified in Exhibit A hereto.


 


“Representative” means
the trustee, agent or representative (if any) for an issue of Indebtedness; provided that if, and for so long as, such Indebtedness
lacks such a Representative, then the Representative for such Indebtedness shall at all times constitute the holder or holders
of a majority in outstanding principal amount of obligations under such Indebtedness.


 


“Restricted Cash” means
cash and Cash Equivalents held by Restricted Subsidiaries that are contractually restricted from being distributed to the Issuer,
except for such cash and Cash Equivalents subject only to such restrictions that are contained in agreements governing Indebtedness
permitted under this Indenture and that are secured by such cash or Cash Equivalents.


 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Subsidiary”
means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise


 




    	 	41	 



     


    

  


indicated in this Indenture, all references
to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the
Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from
such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries
of the Issuer.


 


“S&P” means S&P
Global Ratings, a division of S&P Global Inc., or any successor to the rating agency business thereof.


 


“Seahawk Newbuild Facilities”
means two export credit facilities, each related to the financing of one new Vessel to be owned by a special-purpose subsidiary
of the Issuer and with aggregate commitments for both facilities of up to €1.4 billion, with such subsidiary as the borrower,
and in each case, originally dated as of July 14, 2014, and as amended and restated on December 22, 2015, and as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity
thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements
or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the
amount loaned or issued thereunder or altering the maturity thereof.


 


“SEC” means the Securities
and Exchange Commission.


 


“Second Explorer-Class Facility”
means the $498.2 million Secured Loan Agreement, dated as of March 30, 2016, as amended, restated, supplemented, waived, replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 


“Secured Indebtedness”
means any Indebtedness secured by a Lien.


 


“Secured Vessel Debt Cap”
means the U.S. dollar equivalent of the sum of (i) $3,550.0 million, (ii) the Meyer Facility Secured Debt Cap, (iii) the Breakaway
Plus Newbuild Facility Secured Debt Cap, (iv) the Prestige Facilities Secured Debt Cap, (v) the Other Facilities Secured Debt Cap
and (vi) the New Vessel Aggregate Secured Debt Cap.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 




    	 	42	 



     


    

  


“Shareholders’ Agreement”
means the Amended and Restated Shareholders’ Agreement, dated January 24, 2013, by and among Norwegian Cruise Line Holdings
Ltd., Genting Hong Kong Limited, Star NCLC Holdings Ltd. and the other parties thereto, as amended, supplemented or modified from
time to time.


 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC (or any successor provision).


 


“Similar Business” means
any business, the majority of whose revenues are derived from (i) the business or activities of the Issuer and its Subsidiaries
anticipated to be conducted as of the Issue Date, (ii) any business that is a natural outgrowth or a reasonable extension, development
or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of
the foregoing or (iii) any business that in the Issuer’s good faith business judgment constitutes a reasonable diversification
of business conducted by the Issuer and its Subsidiaries.


 


“Sponsors” means (i) Apollo
Management, L.P. and any of its respective Affiliates other than any portfolio companies not primarily engaged in the cruise business
(collectively, the “Apollo Sponsors”), (ii) TPG Global, LLC and any of its respective Affiliates other than
any portfolio companies (collectively, the “TPG Sponsors”), (iii) Genting Hong Kong Limited, and any of its
respective Affiliates (collectively, “Genting HK”), and (iv) any Person that forms a group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsors, TPG Sponsors
and/or Genting HK; provided that the Apollo Sponsors, TPG Sponsors and/or Genting HK (x) own a majority of the voting power
and (y) control a majority of the Board of Directors of such group.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary
of the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation,
those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase
Obligation shall be deemed to be a Standard Securitization Undertaking.


 


“Stated Maturity” means,
with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control
of the issuer unless such contingency has occurred).


 


“Subordinated Indebtedness”
means with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the
Notes.


 




    	 	43	 



     


    

  


“Subsidiary” means, with
respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited
liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof,
whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary
of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary Guarantee”
means any guarantee of the obligations of the Issuer under this Indenture and the Notes by a Restricted Subsidiary in accordance
with the provisions of this Indenture.


 


“Subsidiary Guarantor”
means any Restricted Subsidiary that Incurs a Subsidiary Guarantee pursuant to Section 4.11 or otherwise Incurs a Subsidiary
Guarantee; provided that upon the release or discharge of such Subsidiary from its Subsidiary Guarantee in accordance with
this Indenture, such Subsidiary ceases to be a Subsidiary Guarantor.


 


“Suspension Period” means
the period of time between a Covenant Suspension Event and the related Reversion Date.


 


“TIA” or “Trustee
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this
Indenture.


 


“Total Assets” means the
total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer,
without giving effect to any amortization of the amount of intangible assets since June 30, 2009.


 


“Transfer Restricted Notes”
means, each and collectively, the Transfer Restricted Definitive Notes and the Transfer Restricted Global Notes.


 


“Treasury Rate” means,
as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with
a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to either, at the sole discretion of the Issuer, (a) such redemption date or
(b) the date a notice of redemption is delivered or, in the case of a satisfaction and discharge or defeasance, two Business Days
prior to the date on which funds are deposited with the Trustee (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from such redemption date to December 15,


 




    	 	44	 



     


    

  


2018; provided, however, that if the
period from such redemption date to December 15, 2018 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be used.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Trust Officer” means


 


(1)          any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such Person’s knowledge of and familiarity with the particular subject, and


 


(2)          who
shall have direct responsibility for the administration of this Indenture.


 


“Unearned Customer Deposits”
means amounts paid to the Issuer or any of its Subsidiaries representing customer deposits for unsailed bookings (whether paid
directly by the customer or by a credit card company).


 


“Uniform Commercial Code”
or “UCC” means the New York Uniform Commercial Code as in effect from time to time.


 


“Unrestricted Subsidiary”
means:


 


(1)          any
Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors
of such Person in the manner provided below; and


 


(2)          any
Subsidiary of an Unrestricted Subsidiary;


 


The Issuer may designate any Subsidiary of
the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of,
the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided,
however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not
thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted
Subsidiaries, unless otherwise permitted by Section 4.04; provided, further, however, that either:


 


(a)          the
Subsidiary to be so designated has total consolidated assets of $1,000 or less; or


 




    	 	45	 



     


    

  


(b)          if
such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.


 


The Issuer may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:


 


(x)          (1)
the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a),
or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be no less than such ratio for the
Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into
account such designation, and


 


(y)          no
Event of Default shall have occurred and be continuing.


 


Any such designation by the Issuer shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee
thereof of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied
with the foregoing provisions.


 


“U.S. Government Obligations”
means securities that are:


 


(1)          direct
obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or


 


(2)          obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,


 


which, in each case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of
or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations
or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.


 


“Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Vessel” means a passenger
cruise vessel.


 




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“Vessel Mortgage” means
each first priority statutory ship mortgage granting a Lien on a Vessel owned by a Subsidiary of the Issuer.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient
obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred
Stock multiplied by the amount of such payment, by (2) the sum of all such payments.


 


“Wholly Owned Restricted Subsidiary”
is any Wholly Owned Subsidiary that is a Restricted Subsidiary.


 


“Wholly Owned Subsidiary”
of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other
than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person
or by one or more Wholly Owned Subsidiaries of such Person.


 


Section 1.02      Other
Definitions.


 


	Term	 	Section
	Agent Members	 	Appendix A
	Asset Sale Offer	 	4.06(b)(ii)
	Covenant Suspension Event	 	4.16
	Definitive Note	 	Appendix A
	Depository	 	Appendix A
	Event of Default	 	6.01
	Global Notes	 	Appendix A
	Global Notes Legend	 	Appendix A
	IAI	 	Appendix A
	Increased Amount	 	4.12(c)
	Initial Notes	 	Preamble
	Initial Purchasers	 	Appendix A
	Issuer	 	Preamble
	Notes Custodian	 	Appendix A
	protected purchaser	 	2.08
	QIB	 	Appendix A
	Regulation S	 	Appendix A
	Regulation S Global Notes	 	Appendix A
	Regulation S Notes	 	Appendix A
	Reporting Entity	 	4.02(b)
	Restricted Notes Legend	 	Appendix A
	Restricted Payments	 	4.04(a)(iv)
	Restricted Period	 	Appendix A
	Reversion Date	 	4.16


 




    	 	47	 



     


    

  


	Term	 	Section
	Rule 144A	 	Appendix A
	Rule 144A Global Notes	 	Appendix A
	Rule 144A Notes	 	Appendix A
	Rule 501	 	Appendix A
	Second Commitment	 	4.06(b)(ii)
	Successor Issuer	 	5.01(a)(i)
	Suspended Covenants	 	4.16
	Transfer Restricted Definitive Notes	 	Appendix A
	Transfer Restricted Global Notes	 	Appendix A
	Trustee	 	Preamble
	U.S.A. Patriot Act	 	13.20
	Unrestricted Definitive Notes	 	Appendix A
	Unrestricted Global Notes	 	Appendix A


 


Section 1.03      Incorporation
by Reference of Trust Indenture Act. This Indenture is not qualified under the TIA, and the TIA shall not apply to or in any
way govern the terms of this Indenture. As a result, no provisions of the TIA are incorporated into this Indenture unless expressly
incorporated pursuant to this Indenture.


 


Section 1.04      Rules
of Construction. Unless the context otherwise requires:


 


(a)          a
term has the meaning assigned to it;


 


(b)          an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)          “or”
is not exclusive;


 


(d)          “including”
means including without limitation;


 


(e)          words
in the singular include the plural and words in the plural include the singular;


 


(f)           unsecured
Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness;


 


(g)          the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;


 


(h)          the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;


 




    	 	48	 



     


    

  


(i)           unless
otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;


 


(j)           “$”
and “U.S. dollars” each refer to United States dollars, or such other money of the United States of America
that at the time of payment is legal tender for payment of public and private debts; and


 


(k)          whenever
in this Indenture or the Notes there is mentioned, in any context, principal, interest or any other amount payable under or with
respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Amounts, to the extent that,
in such context, Additional Amounts is, were or would be payable in respect thereof.


 


Article II


 


THE NOTES


 


Section 2.01      Amount
of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue
Date is $700,000,000.


 


The Issuer may from time to time after the
Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness
represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in
compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue
Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 2.07, 2.08, 2.09, 3.08, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant
to a resolution of the Board of Directors of the Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s
Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:


 


(1)          the
aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;


 


(2)          the
issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
and


 


(3)          if
applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such
case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global
Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those
set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional
Notes registered, or any transfer of


 




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such Global Note in whole or in
part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.


 


If any of the terms of any Additional Notes
are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record
of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or
prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional
Notes.


 


The Initial Notes, including any Additional
Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible
with the Initial Notes for U.S. federal income tax purposes or U.S. securities laws purposes, the Additional Notes will have a
separate CUSIP number, if applicable.


 


Section 2.02      Form
and Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and
expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any
Additional Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer or any Subsidiary Guarantor is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in registered form without interest coupons and in denominations of $2,000 and
any integral multiples of $1,000.


 


Section 2.03      Execution
and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed
by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $700,000,000
and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time
of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the
principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated,
the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes. Notwithstanding
anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be
in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof.


 


One Officer shall sign the Notes for the Issuer
by manual or facsimile signature.


 


If an Officer whose signature is on a Note
no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 




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A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee may appoint one or more authenticating
agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument
signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.


 


Section 2.04      Registrar
and Paying Agent.


 


(a)          The
Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent”
includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent
and the Notes Custodian with respect to the Global Notes.


 


(b)          The
Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the
name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically
organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.


 


(c)          The
Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor
as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may
be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent
until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time
upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent
or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.


 


Section 2.05      Paying
Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Note, the Issuer shall deposit
with each


 




    	 	51	 



     


    

  


Paying Agent (or if the Issuer or a Wholly
Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum
sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the
Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of holders or the Trustee all money held by
a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer
in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent.
Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee.


 


Section 2.06      Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses
of holders.


 


Section 2.07      Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are
presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer
shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to
this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected
for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for
a period of 15 days before a selection of Notes to be redeemed.


 


Prior to the due presentation for registration
of transfer of any Note, the Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name
a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the
Paying Agent or the Registrar shall be affected by notice to the contrary.


 


Any holder of a beneficial interest in a Global
Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note


 




    	 	52	 



     


    

  


may be effected only through a book-entry
system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global
Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.


 


All Notes issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture
as the Notes surrendered upon such transfer or exchange.


 


Section 2.08      Replacement
Notes. If a mutilated Note is surrendered to the Registrar or if the holder of a Note claims that the Note has been lost, destroyed
or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the holder (a) satisfies the Issuer and the Trustee within a reasonable
time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior
to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies
any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish
an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, a Paying Agent and
the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed
for payment. The Issuer and the Trustee may charge the holder for their expenses in replacing a Note (including without limitation,
attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully
taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing
a new Note in replacement thereof.


 


Every replacement Note is an additional obligation
of the Issuer.


 


The provisions of this Section 2.08 are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, lost, destroyed or wrongfully taken Notes.


 


Section 2.09      Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.06, a Note does not cease
to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If a Note is replaced pursuant to Section 2.08
(other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive
proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.08.


 




    	 	53	 



     


    

  


If a Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying
Agent is prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture, then on and after
that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.10      [Reserved].


 


Section 2.11      Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes
in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered
to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the
terms of this Indenture.


 


Section 2.12      Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest then borne
by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted
interest to the Persons who are holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such
special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed
to each affected holder a notice that states the special record date, the payment date and the amount of defaulted interest to
be paid.


 


Section 2.13      CUSIP
Numbers, ISINs, Etc. The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if
then generally in use) and, if so, the Trustee shall use any such CUSIP numbers, ISINs and “Common Code” numbers in
notices of redemption as a convenience to holders; provided, however, that any such notice may state that no representation
is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption that
reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in any such CUSIP numbers,
ISINs and “Common Code” numbers.


 


Section 2.14      Calculation
of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal
amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action
of the holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the
relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of
which have so consented, by (b) the


 




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aggregate principal amount, as of such date
of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09
and Section 13.06 of this Indenture. Any such calculation of the Applicable Premium made pursuant to this Section 2.14 shall
be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate.


 


Section 2.15      Depositary.
None of the Trustee, any Paying Agent or the Registrar shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Note in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. The Trustee, Paying Agent and the Registrar shall be
entitled to deal with any depositary (including any Depository), and any nominee thereof, that is the holder of any such global
Note for all purposes of this Indenture relating to such global Note (including the payment of principal, premium, if any, and
interest and Additional Amounts, if any, the giving of instructions or directions by or to the owner or holder of a beneficial
ownership interest in such global Note) as the sole holder of such global Note and shall have no obligations to the beneficial
owners thereof. None of the Trustee, any Paying Agent or the Registrar shall have any responsibility or liability for any acts
or omissions of any such depositary with respect to such global Note, for the records of any such depositary, including records
in respect of beneficial ownership interests in respect of any such global Note, for any transactions between such depositary and
any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of
a beneficial interest in such global Note or for any transfers of beneficial interests in any such global Note.


 


Article III


 


REDEMPTION


 


Section 3.01      Redemption.
The Notes may be redeemed, in whole or from time to time in part, subject to the conditions and at the redemption prices set forth
in Paragraph 6 of the forms of Note set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of
this Indenture, together with accrued and unpaid interest to the redemption date.


 


Section 3.02      Applicability
of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article III.


 


Section 3.03      Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 6 of the Note,
it shall notify the Trustee in an Officer’s Certificate of (i) the Section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Issuer
shall give notice to the Trustee provided for in this paragraph at least 15 days but not more than 60 days before a redemption
date if the redemption is pursuant to Paragraph 6 of the Note, unless a shorter period is acceptable to the Trustee. The Issuer
may also include a request in such


 




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Officer’s Certificate that the Trustee
give the notice of redemption in the Issuer’s name and at its expense and setting forth the information to be stated in such
notice as provided in Section 3.05. If fewer than all the Notes are to be redeemed, the record date relating to such redemption
shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice
to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any holder and shall
thereby be void and of no effect.


 


Section 3.04      Selection
of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee
on a by lot basis to the extent practicable subject to the procedures of the Depository; provided that no Notes of $2,000
or less may be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption.
The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and
portions of them the Trustee selects shall be in amounts of $2,000 or any integral multiple of $1,000 in excess thereof. Provisions
of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed.


 


Section 3.05      Notice
of Optional Redemption.


 


(a)          At
least 15 days but not more than 60 days before a redemption date pursuant to Paragraph 6 of the Note, the Issuer shall mail or
cause to be mailed by first-class mail, or delivered electronically if held by the Depository, a notice of redemption to each holder
whose Notes are to be redeemed.


 


Any such notice shall identify the Notes to
be redeemed and shall state:


 


(i)           the
redemption date;


 


(ii)          the
redemption price and the amount of accrued interest to the redemption date;


 


(iii)         the
name and address of the Paying Agent;


 


(iv)         that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest;


 


(v)          if
fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes
to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding
after such partial redemption;


 


(vi)         that,
unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the
redemption date;


 




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(vii)        the
CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed;


 


(viii)       that
no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number,
if any, listed in such notice or printed on the Notes; and


 


(ix)          if
such redemption is subject to conditions precedent, how the Issuer intends to proceed in the event that one or more of such conditions
are not met.


 


(b)          At
the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s
expense. In such event, the Issuer shall provide the Trustee with the information required by this Section at least one Business
Day prior to the date such notice is to be provided to holders in the final form such notice is to be delivered to holders and
such notice may not be canceled once delivered to holders of Notes.


 


Section 3.06      Effect
of Notice of Redemption. Once notice of redemption is mailed or otherwise delivered in accordance with Section 3.05, Notes
called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as
provided in the penultimate sentence of paragraph 6 of the Notes. Upon surrender to the Paying Agent, such Notes shall be paid
at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided,
however, that if the redemption date is after a regular Record Date and on or prior to the Interest Payment Date, the accrued
interest shall be payable to the holder of the redeemed Notes registered on the relevant Record Date. Failure to give notice or
any defect in the notice to any holder shall not affect the validity of the notice to any other holder.


 


Section 3.07      Deposit
of Redemption Price. With respect to any Notes, prior to 10:00 a.m., New York City time, on the redemption date, the Issuer
shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed
on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee
for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption
so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid
interest on, the Notes or portions thereof to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture.


 


Section 3.08      Notes
Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate
for the holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


 




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Section 3.09      Redemption
for Changes in Taxes.


 


The Issuer may redeem the Notes, in whole
but not in part, at its discretion at any time upon giving not less than 15 nor more than 60 days’ prior written notice to
the holders, at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest,
if any, to the redemption date and all Additional Amounts, (if any), which otherwise would be payable, if on the next date on which
any amount would be payable in respect of the Notes, the Issuer would be required to pay Additional Amounts, and the Issuer cannot
avoid any such payment obligation by taking reasonable measures available to it, as a result of:


 


(a)          any
amendment to, or change in, the laws or any regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which
is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax
Jurisdiction on a date after the date of the Offering Memorandum, such later date); or


 


(b)          any
amendment to, or change in, an official interpretation or application regarding such laws, regulations or rulings, including by
virtue of a holding, judgment or order by a court of competent jurisdiction which is announced and becomes effective after the
date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the
Offering Memorandum, such later date).


 


The Issuer will not give any such notice of
redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding
if a payment in respect of the Notes were then due, and, at the time such notice is given, the obligation to pay Additional Amounts
must remain in effect.


 


Prior to the publication or, where relevant,
mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (i) an opinion
of independent tax counsel, the choice of such counsel to be subject to the prior written approval of the Trustee (such approval
not to be unreasonably withheld) to the effect that there has been such change or amendment which would entitle the Issuer to redeem
the Notes hereunder and (ii) a certificate signed by an officer of the Issuer stating that the Issuer cannot avoid any obligation
to pay Additional Amounts by taking reasonable measures available to it.


 


Article IV


 


COVENANTS


 


Section 4.01      Payment
of Notes.


 


(a)          The
Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in
this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee
or the Paying Agent holds as of 12:00 p.m. New York City time money


 




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sufficient to pay all principal and interest
then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that
date pursuant to the terms of this Indenture.


 


(b)          The
Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent lawful.


 


(c)          All
payments made by the Issuer under or with respect to the Notes will be made free and clear of and without withholding or deduction
for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties,
interest and other liabilities related thereto) (collectively, “Taxes”) unless the withholding or deduction
of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or
on behalf of (1) any jurisdiction in which the Issuer is then incorporated, or resident or doing business for tax purposes or any
department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made or any department
or political subdivision thereof or therein (each, a “Tax Jurisdiction”), will at any time be required to be
made from any payments made by the Issuer under or with respect to the Notes, including payments of principal, redemption price,
purchase price, interest or premium, the Issuer will pay such additional amounts (the “Additional Amounts”)
as may be necessary in order that the net amounts received in respect of such payments by each holder after such withholding or
deduction (including any such deduction or withholding from such Additional Amounts) will equal the respective amounts which would
have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that
no Additional Amounts will be payable with respect to:


 


(i)           any
Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the
holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership,
holding or disposition of such Note, the enforcement of rights under such Note and/or the receipt of any payments in respect of
such Note);


 


(ii)          any
Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes,
following the Issuer’s written request to the holder, at least 30 days before any such withholding or deduction would be
payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate
of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the
holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial
owner is legally entitled to provide such certification or documentation;


 




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(iii)         any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder
would have been entitled to Additional Amounts had the note been presented on the last day of such 30-day period);


 


(iv)         any
estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment;


 


(v)          any
Taxes payable otherwise than by deduction or withholding from payments made under or with respect to any Note;


 


(vi)         any
Taxes that are imposed or levied pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”)
as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to
comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section
1471(b)(1) of the Code as of December 14, 2016 (or any amended or successor version as described above) and any intergovernment
agreement (and any related laws, legislation, rules and official administrative guidance) implementing any of the foregoing; or


 


(vii)        any
combination of the above clauses (i) through (vi).


 


(d)          The
Issuer will pay and indemnify the holder for any present or future stamp, issue, registration, transfer, court or documentary taxes,
or any other excise or property taxes, charges or similar levies (including penalties, interest and other liabilities related thereto)
which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture,
or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the
Notes (such sum being recoverable from the Issuer as a liquidated sum payable as a debt).


 


(e)          If
the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect
to the Notes, the Issuer will deliver to the Trustee on a date which is at least 30 days prior to the date of that payment (unless
the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify
the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be
so payable. The notice must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional
Amounts to holders on the relevant payment date. The Issuer will provide the Trustee with documentation evidencing the payment
of Additional Amounts.


 


(f)           The
Issuer will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit
the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The


 




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Issuer will use its reasonable efforts to
obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer will furnish
to the Trustee (or to a holder upon request), within a reasonable time after the date the payment of any Taxes so deducted or withheld
is made, certified copies of Tax receipts evidencing payment by the Issuer, or if, notwithstanding such entity’s efforts
to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity.


 


(g)          The
obligations described under Sections 4.01(c), (d), (e) and (f) shall survive any termination, defeasance or discharge of this Indenture
and shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is incorporated, or resident
or doing business for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any
department or political subdivision thereof or therein.


 


Section 4.02      Reports
and Other Information.


 


(a)          For
so long as any Notes are outstanding, the Issuer shall provide to the Trustee and, upon request, to beneficial owners of the Notes
a copy of all of the information and reports referred to below:


 


(i)           within
15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of
the Reporting Entity for such fiscal year containing the information that would have been required to be contained in an annual
report on Form 20-F or Form 10-K (or any successor or comparable form) if the Reporting Entity had been a reporting company under
the Exchange Act, except to the extent permitted to be excluded by the SEC;


 


(ii)          within
15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports
of the Reporting Entity for such fiscal quarter containing the information that would have been required to be contained in a quarterly
report on Form 6-K or Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under
the Exchange Act, except to the extent permitted to be excluded by the SEC; and


 


(iii)         within
15 days after the time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current
reports of the Reporting Entity containing substantially all of the information that would be required to be filed in a Current
Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation
information), 5.03(b) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had
been a reporting company under the Exchange Act; provided, however, that no such current reports will be required
to be furnished if the Issuer determines in its good faith judgment that such event is not material to holders or the business,
assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken


 




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as a whole; provided further
that the Reporting Entity shall not be obligated to file or provide Current Reports on Form 8-K until after such time as the
Issuer has determined that it is no longer a “foreign private issuer” under the Securities Act, or such determination
is otherwise made by the SEC;


 


In addition to providing such information
to the Trustee, the Issuer shall make available to the holders, prospective investors, market makers affiliated with any initial
purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii)
and (iii), by posting such information to its website (or the website of any of the Issuer’s parent companies, including
the Reporting Entity) or on IntraLinks or any comparable online data system or website.


 


Notwithstanding the foregoing, (A) neither
the Issuer nor another Reporting Entity will be required to furnish any information, certificates or reports that would otherwise
be required by Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (B)
such reports will not be required to contain financial information required by Rule 3-10 or Rule 3-16 of Regulation S-X, (C) such
reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other
information in this offering memorandum and shall not be required to present compensation or beneficial ownership information and
(D) the Issuer’s determination that it is a “foreign private issuer” (as such term is defined in the Securities
Act or the Exchange Act) shall be conclusive with respect to the determination of which Exchange Act form or forms of reports,
information and documents are required to be provided pursuant to this covenant, until such time as the Issuer or the SEC determines
that the Issuer does not qualify as a “foreign private issuer” (as so defined) for purposes of providing such reports,
information and documents.


 


(b)          The
financial statements, information and other documents required to be provided as described in Section 4.02(a) may be those
of (i) the Issuer or (ii) any direct or indirect parent of the Issuer (any such entity, a “Reporting Entity”),
so long as in the case of (ii) such direct or indirect parent of the Issuer shall not conduct, transact or otherwise engage, or
commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all
of the Equity Interests in, and its management of the Issuer; provided that, if the financial information so furnished relates
to such direct or indirect parent of the Issuer, the same is accompanied by a reasonably detailed description of the quantitative
differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its
Restricted Subsidiaries on a standalone basis, on the other hand.


 


(c)          The
Issuer will make such information available to prospective investors upon request. The Issuer has agreed that, for so long as any
Notes remain outstanding during any period when neither it nor another Reporting Person is subject to Section 13 or 15(d) of the
Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act,
it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.


 




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Notwithstanding the foregoing, the Issuer
will be deemed to have furnished such reports referred to above to the Trustee, the holders and prospective investors if the Issuer
or another Reporting Entity has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such
reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied by the posting
of reports that would be required to be provided on the Issuer’s website (or that of any of the Issuer’s parent companies,
including the Reporting Entity).


 


The Issuer (or another Reporting Entity) will
also hold a quarterly conference call to discuss its financial results with holders of the Notes, beginning with a discussion of
the fiscal year ended December 31, 2016. The conference call will not be later than five Business Days from the date on which the
Issuer’s (or such other Reporting Entity’s) financial information is filed or otherwise made available to holders of
the Notes in accordance with this Indenture. No fewer than two days prior to the conference call, the Issuer (or such other Reporting
Entity) shall issue a press release to the appropriate wire services announcing the time, date and access details of such conference
call.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on the Officer’s Certificates).
The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this
Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.


 


Section 4.03      Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.


 


(a)          (i)
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness
(including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted
Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer may Incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary of the Issuer may Incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed
Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred
Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock
had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter
period.


 




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(b)          The
limitations set forth in Section 4.03(a) shall not apply to:


 


(i)           the
Incurrence by the Issuer or its Restricted Subsidiaries of Bank Indebtedness in an aggregate principal amount not exceeding the
Secured Vessel Debt Cap (as calculated on the date of the relevant Incurrence under this Section 4.03(b)(i)) at the time of
Incurrence;


 


(ii)          Indebtedness
existing on the Issue Date (other than Indebtedness described in clause (i) of this Section 4.03(b)), including the Notes;


 


(iii)         Indebtedness
(including Capitalized Lease Obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued
by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to
finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of
property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning
such assets) in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding (including any Refinancing Indebtedness
with respect thereto) and Incurred pursuant to this clause (iii), does not exceed the greater of $330.0 million or 2.5% of Total
Assets at the time of Incurrence (it being understood that any Indebtedness Incurred pursuant to this clause (iii) shall cease
to be deemed Incurred or outstanding for purposes of this clause (iii) but shall be deemed Incurred for purposes of Section 4.03(a)
and after the first date on which the Issuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness
under Section 4.03(a) without reliance upon this clause (iii));


 


(iv)         Indebtedness
Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of
credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect
of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families
or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or
pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness
with respect to reimbursement type obligations regarding workers’ compensation claims;


 


(v)          Indebtedness
arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred in connection with any Investments or any other acquisition or disposition of any business,
assets or a Subsidiary of the Issuer in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred
by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;


 




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(vi)         Indebtedness
of the Issuer to a Restricted Subsidiary; provided that (except in respect of intercompany current liabilities Incurred
in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries) any such
Indebtedness owed to a Restricted Subsidiary is subordinated in right of payment to the obligations of the Issuer under the Notes;
provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results
in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness
(except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall
be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vi);


 


(vii)        shares
of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares
of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an
issuance of shares of Preferred Stock not permitted by this clause (vii);


 


(viii)       Indebtedness
of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer
of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or
any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness
not permitted by this clause (viii);


 


(ix)          Hedging
Obligations that are not incurred for speculative purposes;


 


(x)           obligations
(including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments)
in respect of performance, bid, appeal, surety bonds, completion guarantees and similar obligations provided by the Issuer or any
Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice (including as required
by the U.S. Federal Maritime Commission, or other similar U.S. or foreign government authority);


 


(xi)          Indebtedness
or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the
Issuer in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount or liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding (including any Refinancing Indebtedness
with respect thereto) and Incurred pursuant to this clause (xi), does not exceed the greater of $660.0 million and 5.0% of Total


 




    	 	65	 



     


    

  


Assets at the time of Incurrence
(plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness
Incurred pursuant to this clause (xi) shall cease to be deemed Incurred or outstanding for purposes of this clause (xi) but shall
be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted Subsidiary,
as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xi));


 


(xii)         Indebtedness
or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of any Restricted Subsidiary
of the Issuer in an aggregate principal amount or liquidation preference not greater than 100.0% of the net cash proceeds received
by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date (other than from Excluded Contributions) from
the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (which proceeds are contributed
to the Issuer or its Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds
of Disqualified Stock or sales of Equity Interests to, or contributions received from, the Issuer or any of its Subsidiaries) as
determined in accordance with clauses (2) and (3) of the definition of “Cumulative Credit” to the extent such net cash
proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments
or exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified in clauses
(1) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it
being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred or outstanding
for purposes of this clause (xii) but shall be deemed Incurred for purposes of the first paragraph of this covenant from and after
the first date on which the Issuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under
the first paragraph of this covenant without reliance upon this clause (xii));


 


(xiii)        any
guarantee by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness or other obligations of the Issuer or any of
its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary
is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated
in right of payment to the Notes, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment
substantially to the same extent as such Indebtedness is subordinated to the Notes;


 


(xiv)       the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted
Subsidiary of the Issuer which serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred
Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (xi), (xii), (xiv), (xv) and (xxii) of this Section 4.03(b)
up to the outstanding principal amount (or, if applicable, the liquidation preference face amount, or the like) or, if greater,
committed amount


 




    	 	66	 



     


    

  


(only to the extent the committed
amount could have been Incurred on the date of initial Incurrence) of such Indebtedness or Disqualified Stock or Preferred Stock,
in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued pursuant to Section 4.03(a)
or clauses (ii), (iii), (xi), (xii), (xiv), (xv) and (xxii) of this Section 4.03(b), or any Indebtedness, Disqualified Stock
or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional
Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), accrued and unpaid interest,
expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”)
prior to its respective maturity; provided, however, that such Refinancing Indebtedness:


 


(1)          has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded,
refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness,
Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following
the last maturity date of any Notes then outstanding were instead due on such date;


 


(2)          to
the extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the Notes, such Refinancing Indebtedness is junior
to the Notes, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;


 


(3)          shall
not include Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and


 


(4)          shall
not include Indebtedness of a Restricted Subsidiary (that is not a Subsidiary Guarantor) that refinances Indebtedness of the Issuer;


 


provided, further, that subclause (1) of this clause
(xiv) will not apply to any refunding or refinancing of any Secured Indebtedness;


 


(xv)        Indebtedness,
Disqualified Stock or Preferred Stock of (A) the Issuer or any of its Restricted Subsidiaries incurred to finance an acquisition
or (B) Persons that are acquired by the Issuer or any of its Restricted Subsidiaries or merged, consolidated or amalgamated with
or into the Issuer or any of its Restricted Subsidiaries in accordance with the terms of this Indenture; provided that after
giving effect to such acquisition or merger, consolidation or amalgamation, either:


 


(1)          the
Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.03(a); or


 




    	 	67	 



     


    

  


(2)          the
Fixed Charge Coverage Ratio of the Issuer would be no less than immediately prior to such acquisition or merger, consolidation
or amalgamation;


 


(xvi)       Indebtedness
Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted
Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);


 


(xvii)      Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its
Incurrence;


 


(xviii)     Indebtedness
of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Bank Indebtedness,
in a principal amount not in excess of the stated amount of such letter of credit (so long as such letter of credit is treated
as outstanding for the purposes of calculating outstanding amounts of Bank Indebtedness);


 


(xix)        Indebtedness
of the Issuer or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations
contained in supply arrangements, in each case, in the ordinary course of business;


 


(xx)         Indebtedness
consisting of Indebtedness issued by the Issuer or a Restricted Subsidiary of the Issuer to current or former officers, directors,
managers and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in
each case to finance the purchase or redemption of Equity Interests of the Issuer or any of its direct or indirect parent companies
to the extent described in Section 4.04(b)(iv);


 


(xxi)        Indebtedness
of the Issuer or any Restricted Subsidiary Incurred in connection with credit card processing arrangements entered into in the
ordinary course of business; and


 


(xxii)       Indebtedness
Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer and any Restricted Subsidiary
in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding (including
any Refinancing Indebtedness with respect thereto) and Incurred pursuant to this clause (xxii), does not exceed the greater of
$460.0 million and 3.5% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional
Refinancing Amount) (it being understood that any Indebtedness Incurred pursuant to this clause (xxii) shall cease to be deemed
Incurred or outstanding for purposes of this clause (xxii) but shall be deemed Incurred for purposes of Section 4.03(a) from
and after the first date on which the Issuer, or the Restricted Subsidiary, as the


 




    	 	68	 



     


    

  


case may be, could have Incurred
such Indebtedness under Section 4.03(a) without reliance upon this clause (xxii)).


 


(c)          Notwithstanding
anything to the contrary, no Restricted Subsidiary may Incur unsecured Indebtedness or issue shares of Disqualified Stock or Preferred
Stock pursuant to Section 4.03(a), unless such Restricted Subsidiary shall have guaranteed the Notes.


 


(d)          For
purposes of determining compliance with this Section 4.03:


 


(1)          in
the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more
than one of the categories of permitted Indebtedness described in clauses (i) through (xxii) of Section 4.03(b) or is entitled
to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide,
classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or
any portion thereof) in any manner that complies with this Section 4.03;


 


(2)          at
the time of Incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types
of Indebtedness described in Section 4.03(a) and (b) (or any portion thereof) without giving pro forma effect to the
Indebtedness Incurred pursuant to any other clause or Section 4.03(b) (or any portion thereof) when calculating the amount
of Indebtedness that may be Incurred pursuant to any such clause or Section 4.03(a) (or any portion thereof);


 


(3)          in
connection with the Incurrence or issuance, as applicable, of (x) revolving loan Indebtedness under the first paragraph of this
covenant or (y) any Indebtedness, Disqualified Stock or Preferred Stock under clause (xv) above, the Issuer or applicable Restricted
Subsidiary may elect at any time prior to the actual Incurrence of such Indebtedness or issuance of such Disqualified Stock or
Preferred Stock, as applicable, to designate such Incurrence or issuance as having occurred on the date of such election, and any
related subsequent actual Incurrence or issuance will be deemed for all purposes under this Indenture to have been Incurred on
the date of such election;


 


(4)          if
any Indebtedness denominated in U.S. dollars is exchanged, converted or refinanced into Indebtedness denominated in euros, then
(in connection with such exchange, conversion or refinancing, and thereafter), the U.S. dollar amount limitations set forth in
any of clauses (i) through (xxii) above with respect to such exchange, conversion or refinancing shall be deemed to be the amount
of euros into which such Indebtedness has been exchanged, converted or refinanced at the time of such exchange, conversion or refinancing;
and


 


(5)          if
any Indebtedness denominated in euros is exchanged, converted or refinanced into Indebtedness denominated in U.S. dollars, then
(in connection


 




    	 	69	 



     


    

  


with such exchange, conversion or
refinancing, and thereafter), the euro amount limitations set forth in any of clauses (i) through (xxii) above with respect to
such exchange, conversion or refinancing shall be deemed to be the amount of U.S. dollars into which such Indebtedness has been
exchanged, converted or refinanced at the time of such exchange, conversion or refinancing.


 


Accrual of interest, the accretion of accreted
value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable,
amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding
solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified
Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit
relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be
included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented
by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03.


 


For purposes of determining compliance with
any U.S. dollar- or Euro-denominated restriction on the Incurrence of Indebtedness other than as provided in clauses (4) and (5)
above, the U.S. dollar- or Euro-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated
based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or
first committed or first Incurred (whichever yields the lower U.S. dollar or euro equivalent, as applicable), in the case of revolving
credit debt.


 


(e)          Notwithstanding
any other provision of this Section 4.03, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries
may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness,
solely as a result of fluctuations in the exchange rate of currencies.


 


Section 4.04      Limitation
on Restricted Payments.


 


(a)          The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)           declare
or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity
Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other
than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer;
or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on
or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary,
the Issuer or a Restricted Subsidiary receives at least its pro rata share


 




    	 	70	 



     


    

  


of such dividend or distribution
in accordance with its Equity Interests in such class or series of securities);


 


(ii)          purchase
or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;


 


(iii)         make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled
repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any of its Subsidiary Guarantors (other than the
payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment,
redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vi) or (viii) of Section 4.03(b));
or


 


(iv)         make
any Restricted Investment


 


(all such payments and other actions set forth in clauses (i)
through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted
Payment:


 


(1)          no
Default shall have occurred and be continuing or would occur as a consequence thereof;


 


(2)          immediately
after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under
Section 4.03(a); and


 


(3)          such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries
after June 30, 2009 (including Restricted Payments permitted by clauses (i), (ii) (with respect to the payment of dividends on
Refunding Capital Stock pursuant to clause (C) thereof), (vi)(C), (viii), (xiii)(B) and (xvii) of Section 4.04(b), but excluding
all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit.


 


(b)          The
provisions of Section 4.04(a) shall not prohibit:


 


(i)           the
payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture;


 


(ii)          (A)          the
redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or
Subordinated Indebtedness of the Issuer, any direct or indirect parent of the Issuer in exchange for, or out of the proceeds of,
the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions
to the equity capital of


 




    	 	71	 



     


    

  


the Issuer (other than any Disqualified
Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions, “Refunding
Capital Stock”),


 


(B)         the
declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Issuer) of Refunding Capital Stock, and


 


(C)         if
immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under
clause (vi) of this Section 4.04(b) and not made pursuant to clause (ii)(B), the declaration and payment of dividends on
the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire
or otherwise acquire any Equity Interests of any direct or indirect parent of the Issuer) in an aggregate amount per year no greater
than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior
to such retirement;


 


(iii)         the
redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of the Issuer made by exchange
for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer which is Incurred in accordance
with Section 4.03;


 


(iv)         a
Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the Issuer or any
direct or indirect parent of the Issuer held by any future, present or former employee, director, officer, manager or consultant
of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided,
however, that the aggregate Restricted Payments made under this clause (iv) do not exceed the greater of $130.0 million
and 1.0% of Total Assets in any calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding
calendar years); provided, further, however, that such amount in any calendar year may be increased by an
amount not to exceed:


 


(A)         the
cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified
Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, officers,
directors, managers or consultants of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer
that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement,
other acquisition or dividend will not increase the amount available for Restricted Payments under Section 4.04(a)(iii)),
plus


 




    	 	72	 



     


    

  


(B)         the
cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the
extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after the Issue Date;


 


provided that the Issuer may elect to apply all or any
portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; and provided, further,
that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors,
officers, managers or consultants of the Issuer, any of its Restricted Subsidiaries or its direct or indirect parents in connection
with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parents will not be deemed to constitute a
Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture;


 


(v)          the
declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or
any of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03 to the extent such dividends are included
in the definition of “Fixed Charges”;


 


(vi)         (A)         the
declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued after the Issue Date;


 


(B)         a
Restricted Payment to any direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends
to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent
of the Issuer issued after the Issue Date; provided that the aggregate amount of dividends declared and paid pursuant to
this clause (B) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred
Stock (other than Disqualified Stock) issued after the Issue Date; and


 


(C)         the
declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable
and payable thereon pursuant to Section 4.04(b)(ii);


 


provided, however, in the case of each of (A)
and (C) above of this clause (vi), that for the most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance
(and the payment of dividends or distributions) on a pro forma basis, the Issuer would have had a Fixed Charge Coverage
Ratio of at least 2.00 to 1.00;


 


(vii)       Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together
with all other Investments made pursuant to this clause (vii) that are at that time


 




    	 	73	 



     


    

  


outstanding, not to exceed the greater
of $130.0 million and 1.0% of Total Assets at the time of such Investment, plus an amount equal to any returns (including
dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received
in respect of any such Investment made pursuant to this clause (vii) (with the Fair Market Value (as determined in good faith by
the Issuer) of each Investment being measured at the time made and without giving effect to subsequent changes in value) that does
not otherwise increase the Cumulative Credit; provided, however, that if any Investment pursuant to this clause (vii)
is made in any Person that is not an Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person
becomes an Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant
to clause (1) of the definition of “Permitted Investments” and shall cease to have been made pursuant to this clause
(vii) for so long as such Person continues to be an Issuer or a Restricted Subsidiary;


 


(viii)       the
payment of dividends on the Issuer’s common stock (or a Restricted Payment to any direct or indirect parent of the Issuer
to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’s common stock) of up to
6% per annum of the net proceeds received by the Issuer from any public offering of common stock of the Issuer or any direct or
indirect parent of the Issuer, other than public offerings with respect to the Issuer’s (or such direct or indirect parent’s)
common stock registered on Form S-4, Form F-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;


 


(ix)          Restricted
Payments in an aggregate amount not to exceed the aggregate amount of Excluded Contributions;


 


(x)           other
Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause
(x) that are at that time outstanding, not to exceed the greater of $660.0 million and 5.0% of Total Assets at the time of such
Restricted Payment, plus, in the case of Restricted Payments constituting Investments, an amount equal to any returns (including
dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received
in respect of any such Restricted Payments made pursuant to this clause (x) constituting Investments; provided that an amount
equal to any such Restricted Payment made as a result of such increase of this clause (x) from any returns shall decrease the Cumulative
Credit only to the extent such return previously increased the Cumulative Credit;


 


(xi)          the
distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary
of the Issuer by, Unrestricted Subsidiaries;


 


(xii)         Permitted
Tax Distributions;


 




    	 	74	 



     


    

 


 


(xiii)        the
payment of any Restricted Payment, if applicable:


 


(A)         in
amounts required for any direct or indirect parent of the Issuer to pay fees and expenses (including franchise or similar taxes)
required to maintain its corporate existence, customary salary, bonus and other benefits (including, but not limited to, payments
to satisfy tax withholding or similar tax obligations with respect to restricted stock units or similar equity incentives) payable
to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Issuer and general corporate
operating and overhead expenses of any direct or indirect parent of the Issuer in each case to the extent such fees and expenses
are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries;


 


(B)         in
amounts required for any direct or indirect parent of the Issuer, if applicable, to pay interest and/or principal on Indebtedness
the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by,
or is otherwise considered Indebtedness of, the Issuer Incurred in accordance with Section 4.03; and


 


(C)         in
amounts required for any direct or indirect parent of the Issuer to pay fees and expenses, other than to Affiliates of the Issuer,
related to any unsuccessful equity or debt offering of such parent;


 


(xiv)       repurchases
of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of
the exercise price of such options or warrants;


 


(xv)        purchases
of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment
or distribution of Receivables Fees;


 


(xvi)       Restricted
Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon
the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;


 


(xvii)      the
repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions
similar to those described under Sections 4.06 and 4.08; provided that all Notes tendered by holders of the Notes in connection
with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and


 


(xviii)     payments
or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation,
merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that
complies with Section 5.01;


 




    	 	75	 



     


    

  


provided that as a result
of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required
by this Indenture) and that all Notes tendered by holders in connection with such Change of Control Offer have been repurchased,
redeemed or acquired for value;


 


provided, however, that at the time of, and after
giving effect to, any Restricted Payment permitted under clauses (vi)(B), (vii), (x) and (xi) of this Section 4.04(b), no
Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any
Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined in good faith
by the Issuer) of such property.


 


(c)          The
Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted
Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be
Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such
designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time
and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


Section 4.05      Dividend
and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any Restricted Subsidiary to:


 


(a)          (i)
pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock; or
(2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the
Issuer or any of its Restricted Subsidiaries;


 


(b)          make
loans or advances to the Issuer or any of its Restricted Subsidiaries; or


 


(c)          sell,
lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;


 


except in each case for such encumbrances or restrictions
existing under or by reason of:


 


(1)          contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to the NCLC Group Credit Facilities and the 4.625%
Senior Notes, and any related documents, and any similar contractual encumbrances or restrictions effected by any amendments, modifications,
restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;


 




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(2)          this
Indenture or the Notes;


 


(3)          applicable
law or any applicable rule, regulation or order;


 


(4)          any
agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time
of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized
to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets
of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;


 


(5)          contracts
or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;


 


(6)          Secured
Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose
of the assets securing such Indebtedness;


 


(7)          restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(8)          customary
provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;


 


(9)          purchase
money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;


 


(10)        customary
provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;


 


(11)        any
encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided,
however, that such restrictions apply only to such Receivables Subsidiary;


 


(12)        other
Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary so long as such encumbrances or restrictions contained
in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest
payments on the Notes (as determined in good faith by the Issuer), provided that such Indebtedness, Disqualified Stock or
Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;


 


(13)        any
Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or


 




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(14)        any
encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) above imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect
to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


For purposes of determining compliance with
this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions
on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to
other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to
make loans or advances.


 


Section 4.06      Asset
Sales.


 


(a)          The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer
or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of, and (y) at least
75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash
Equivalents; provided that the amount of:


 


(i)           any
liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto)
of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their terms subordinated to the Notes)
that are assumed by the transferee of any such assets,


 


(ii)          any
notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary of the Issuer from
such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt
thereof (to the extent of the cash received),


 


(iii)         Indebtedness
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer
and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset
Sale,


 


(iv)         consideration
consisting of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the
Issue Date from Persons who are not the Issuer or any Restricted Subsidiary in


 




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connection with the Asset Sale and
that is cancelled (without duplication of clause (i) hereto), and


 


(v)          any
Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate
Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration
received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of 5.0% of Total
Assets and $660.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value (as
determined in good faith by the Issuer) of each item of Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value),


 


shall be deemed to be Cash Equivalents for the purposes of this
Section 4.06(a).


 


(b)          Within
12 months after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any Asset
Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale, at its option:


 


(i)           to
repay (A) Indebtedness constituting Secured Indebtedness (including Indebtedness under any Bank Indebtedness) and, if the Indebtedness
repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (B) Indebtedness of a Restricted
Subsidiary that is not a Subsidiary Guarantor and/or Indebtedness of the Issuer that is guaranteed by a Subsidiary that is not
a Subsidiary Guarantor, (C) Notes Obligations, or (D) other Pari Passu Indebtedness (provided that if the Issuer shall so
reduce Obligations under unsecured Pari Passu Indebtedness, the Issuer will equally and ratably reduce Notes Obligations as provided
under the Notes pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above
100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue discount, 100%
of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer)
to all holders to purchase, at a purchase price equal to 100% of the principal amount thereof or, in the event that the Notes were
issued with significant original issue discount, 100% of the accreted value thereof, plus accrued and unpaid interest, the pro
rata principal amount of Notes; or


 


(ii)          to
make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of
Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or
property or capital expenditures, in each case (A) used or useful in a Similar Business or (B) that replace the properties and
assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on
which the Asset Sale giving rise to such Net Proceeds was contractually committed.


 




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In the case of Section 4.06(b)(ii), a
binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided
that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied,
the Issuer or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within
six months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer
or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each
Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are
applied, then such Net Proceeds shall constitute Excess Proceeds.


 


Pending the final application of any such
Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit
facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any
Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of this Section 4.06(b)
(it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i)
of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer
to all holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale
Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness), that is at least $2,000
and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash
in an amount equal to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness was issued with significant
original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such
Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the
date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer will
commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds
exceed $50.0 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms
of Section 4.06(g), with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness)
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for
any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness)
surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the
manner described in Section 4.06(f). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds, as the case
may be, shall be reset at zero.


 


(c)          The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to
the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.
To the extent that the provisions of any securities laws or regulations


 




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conflict with the provisions of this Indenture,
the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof. If more Notes (and Pari Passu Indebtedness) are tendered pursuant to an Asset Sale
Offer than the Issuer is required to purchase, selection of such Notes for purchase will be made by the Trustee; provided
that no Notes of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness will be made pursuant to
the terms of such Pari Passu Indebtedness.


 


(d)          
Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer
shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of
the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation
with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a
paying agent (or, if the Issuer or a Wholly Owned Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount
equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment
in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains
open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof
that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event
that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Notes tendered, the
Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance
with this Section 4.06.


 


(e)          [Reserved];


 


(f)           Holders
electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Issuer
at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw
their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex,
facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by
the holder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. If at the end
of the Offer Period more Notes (and Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required
to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis,
by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal
requirements); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness
shall be made pursuant to the terms of such Pari Passu Indebtedness.


 




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(g)          Notices
of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or delivered electronically if held by the Depository,
at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address.
If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal
amount thereof that has been or is to be purchased.


 


Section 4.07      Transactions
with Affiliates.


 


(a)          The
Issuer shall not, and shall not permit any of its Restricted 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 the Issuer (each of the foregoing, an “Affiliate Transaction”) involving
aggregate consideration in excess of $25.0 million, unless:


 


(i)           such
Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than
those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person;
and


 


(ii)          with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$50.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors
of the Issuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate
Transaction complies with clause (i) above.


 


(b)          The
provisions of Section 4.07(a) shall not apply to the following:


 


(i)           transactions
between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result
of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided
that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock
of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected
for a bona fide business purpose;


 


(ii)          Restricted
Payments permitted by Section 4.04 and Permitted Investments;


 


(iii)         (A)
the entering into of any agreement (and any amendment or modification of any such agreement as in effect on the Issue Date so long
as, in the good faith judgment of the Board of Directors of the Issuer, any such amendment is not disadvantageous to the holders
when taken as a whole, as compared to such agreement as in effect on the Issue Date) to pay, and the


 




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payment of, management, consulting,
monitoring and advisory fees to the Sponsors (1) in an aggregate amount in any fiscal year not to exceed the greater of (x) $7.5
million and (y) 2.0% of EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, plus
out-of-pocket expense reimbursement; provided, however, that any payment not made in any fiscal year may be carried
forward and paid in the following two fiscal years and (2) 2.0% of the value of transactions with respect to which any Affiliate
provides any transaction, advisory or other services and (B) the payment of the present value of all amounts payable pursuant to
any agreement described in clause (iii)(A) of this Section 4.07(b) in connection with the termination of such agreement;


 


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


 


(v)          payments
by the Issuer or any of its Restricted Subsidiaries to the Sponsors 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 (A) made pursuant to the agreements with the Sponsors described in the Offering Memorandum
(as in effect on the Issue Date, or any amendment thereto that is not materially adverse as a whole to the Issuer) or (B) approved
by a majority of the Board of Directors of the Issuer in good faith;


 


(vi)         transactions
in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent
Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view
or meets the requirements of clause (i) of Section 4.07(a);


 


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


 


(viii)       any
agreement as in effect as of the Issue Date or any amendment thereto or replacement thereof (so long as any such agreement together
with all amendments thereto and replacements thereof, taken as a whole, is not more disadvantageous to the Issuer and its Restricted
Subsidiaries in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated
thereby, in each case as determined in good faith by the Issuer;


 


(ix)          the
existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of the
Shareholders’ Agreement any other stockholders agreement (including any registration rights


 




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agreement or purchase agreement
related thereto) to which it is a party as of the Issue Date, and any transaction, agreement or arrangement described in the Offering
Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into
thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries
of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar
transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent
that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole,
or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Issuer and its Restricted Subsidiaries
in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date, as determined in
good faith by the Issuer;


 


(x)           transactions
with a Person that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an
Investment in, or controls, such Person;


 


(xi)          (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 Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the
Board of Directors or the senior management of the Issuer, 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 Unrestricted Subsidiaries entered into
in the ordinary course of business and consistent with past practice or industry custom;


 


(xii)        any
transaction effected as part of a Qualified Receivables Financing;


 


(xiii)       the
issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;


 


(xiv)       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
Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;


 


(xv)        the
entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii) and the performance under
any such agreement or arrangement;


 




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(xvi)       any
contribution to the capital of the Issuer;


 


(xvii)      transactions
permitted by, and complying with, Section 5.01;


 


(xviii)     transactions
between the Issuer or any of its Restricted Subsidiaries and any Person, a director or manager of which is also a director or manager
of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director or manager abstains
from voting as a director or manager of the Issuer or such direct or indirect parent, as the case may be, on any matter involving
such other Person;


 


(xix)        pledges
of Equity Interests of Unrestricted Subsidiaries;


 


(xx)         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;


 


(xxi)        any
employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(xxii)       transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate)
for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing
any covenant set forth in this Indenture;


 


(xxiii)      investments
by the Sponsors in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred
by the Sponsors in connection therewith) so long as (A) the investment is being generally offered to other investors on the same
or more favorable terms and (B) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class
of securities; and


 


(xxiv)     the
execution of the Prestige Merger Transactions, and the payment of all fees, expenses, bonuses and awards related to the Prestige
Merger Transactions, including fees to the Sponsors.


 


Section 4.08      Change
of Control.


 


(a)          Upon
the occurrence of a Change of Control, each holder shall have the right to require the Issuer to repurchase all or any part of
such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”) (subject to the
right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance
with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of
a Change of Control, the Issuer shall not be obligated to purchase any


 




    	 	85	 



     


    

  


Notes pursuant to this Section 4.08 in
the event that it has exercised its right to redeem such Notes in accordance with Article III of this Indenture.


 


(b)          Within
30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes in accordance
with Article III of this Indenture, the Issuer shall mail (or deliver pursuant to the procedures of the Depository) a notice
(a “Change of Control Offer”) to each holder with a copy to the Trustee stating:


 


(i)           that
a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase such holder’s Notes
for the Change of Control Payment (subject to the right of the holders of record on the relevant Record Date to receive interest
on the relevant Interest Payment Date);


 


(ii)          the
circumstances regarding such Change of Control;


 


(iii)         the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and


 


(iv)         the
instructions determined by the Issuer, consistent with this Section 4.08, that a holder must follow in order to have its Notes
purchased.


 


(c)          Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer
at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to
withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a telegram,
telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered
for purchase by the holder and a statement that such holder is withdrawing his election to have such Note purchased. Holders whose
Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.


 


(d)          On
the purchase date, all Notes purchased by the Issuer under this Section 4.08 shall be delivered to the Trustee for cancellation,
and the Issuer shall pay the purchase price plus accrued and unpaid interest to the holders entitled thereto.


 


(e)          A
Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


 


(f)           Notwithstanding
the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change
of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with
the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes
properly tendered and not withdrawn under such Change of Control Offer; (ii) a notice of redemption of all outstanding Notes has
been given pursuant to this Indenture as described in Paragraph 6


 




    	 	86	 



     


    

  


of the Notes unless and until there is a default
in payment of the applicable redemption price; or (iii) in connection with or in contemplation of any Change of Control, the Issuer
has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal
to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the
Alternate Offer, and, in the case of an Alternate Offer made in contemplation of any Change of Control, such Change of Control
occurs.


 


(g)          If
holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described
in Section 4.08(f) above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such
third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following
such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such
purchase at a price in cash equal to the Change of Control Payment.


 


(h)          Notes
repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will
be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding clauses (f) and
(g) will have the status of Notes issued and outstanding.


 


(i)           At
the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08.
A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers
payment therefor to the surrendering holder.


 


(j)           Prior
to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that all conditions
precedent contained herein to the right of the Issuer to make such offer have been complied with.


 


(k)          The
Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.08. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue
thereof.


 


Section 4.09      Compliance
Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning
with the fiscal year ending on December 31, 2015, an Officer’s Certificate stating that in the course of the performance
by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether
or not the signer


 




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knows of any Default that occurred during
such period. If he or she does, the certificate shall describe the Default, its status and what action the Issuer is taking or
proposes to take with respect thereto. Except with respect to receipt of payments of principal and interest on the Notes and any
Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.09,
the Trustee shall have no duty to review, ascertain or confirm the Issuer’s compliance with or the breach of any representation,
warranty or covenant made in this Indenture.


 


Section 4.10      Further
Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Section 4.11      Future
Subsidiary Guarantors.


 


(a)          The
Issuer shall cause each of its Wholly Owned Restricted Subsidiaries that guarantees any Indebtedness of the Issuer to execute and
deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Notes
on the terms and conditions set forth in this Indenture, except (x) with respect to Indebtedness of the Issuer consisting of (1)
Bank Indebtedness or guarantees of Bank Indebtedness and (2) other Indebtedness of the Issuer consisting of guarantees of Indebtedness
of one or more of the Issuer’s Restricted Subsidiaries and (y) to the extent that providing such guarantee would violate
a debt agreement of such Restricted Subsidiary which was entered into not in contemplation of the subject transaction. Each future
Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary
without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.


 


(b)          Any
Subsidiary Guarantor of the Notes shall be released in accordance with the terms of this Indenture, including upon release of the
guarantee triggering issuance of such Subsidiary Guarantee of the Notes.


 


Section 4.12      Liens.


 


(a)          The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or Incur any Lien (except Permitted
Liens) that secures any Indebtedness on any asset or property of the Issuer or any Restricted Subsidiary, unless the Notes are
equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Notes)
the obligations so secured until such time as such obligations are no longer secured by a Lien. Any Lien which is granted to secure
the Notes pursuant to this Section 4.12 shall be automatically released and discharged at the same time as the release of
the Lien that gave rise to the obligation to secure the Notes.


 




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(b)          For
purposes of determining compliance with this covenant, (i) a Lien securing an item of Indebtedness need not be permitted solely
by reference to one category of Permitted Liens (or any portion thereof) described in the definition of “Permitted Liens”
or pursuant to Section 4.12(a) but may be permitted in part under any combination thereof and (ii) in the event that a Lien
securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens
(or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a), the
Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later
time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and
will be entitled to include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or portion thereof)
in one of the categories of Permitted Liens (or any portion thereof) described in the definition of “Permitted Liens”
or pursuant to Section 4.12(a) and, in such event, such Lien securing such item of Indebtedness (or any portion thereof) will
be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to Section 4.12(a)
without giving pro forma effect to such item (or portion thereof) when calculating the amount of Liens or Indebtedness that
may be Incurred pursuant to any other clause or paragraph.


 


(c)          With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the
accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness
with the same terms or in the form of common stock of the Issuer, the payment of dividends on Preferred Stock in the form of additional
shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the
amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value
of property securing Indebtedness described in clause (3) of the definition of “Indebtedness.”


 


Section 4.13      Re-flagging
of Vessels. Notwithstanding anything to the contrary herein, a Restricted Subsidiary may reconstitute itself in another jurisdiction,
or merge with or into another Restricted Subsidiary, for the purpose of reflagging a vessel that it owns or bareboat charters so
long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States
of America with an investment grade credit rating from either S&P or Moody’s or any Permitted Jurisdiction.


 


Section 4.14      Maintenance
of Office or Agency.


 


(a)          The
Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect
of the Notes and this Indenture may be served. The Issuer


 




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shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02.


 


(b)          The
Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes.
The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


(c)          The
Issuer hereby designates the corporate trust office of the Trustee or its agent as such office or agency of the Issuer in accordance
with Section 2.04.


 


Section 4.15      [Reserved].


 


Section 4.16      Covenant
Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies,
and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events
described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”),
and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries shall not be subject to Sections
4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively, the “Suspended Covenants”).


 


If and while the Issuer and its Restricted
Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection.
In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for
any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both
of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment
Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under
this Indenture with respect to future events.


 


No Default, Event of Default or breach of
any kind shall be deemed to exist under this Indenture or the Notes with respect to the Suspended Covenants based on, and neither
the Issuer nor any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension
Period, or any actions taken at any time pursuant to any contractual obligation arising during the Suspension Period, regardless
of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such
period.


 




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On each Reversion Date, all Indebtedness Incurred,
or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued
pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted
to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to
the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred
Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified
Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 4.03(b)(ii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments
under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension
Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted
Payments under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred
on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period.


 


For purposes of Section 4.06, on the
Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.


 


During a Suspension Period, the Issuer shall
not designate any of its Subsidiaries as an Unrestricted Subsidiary, unless such designation would have been permitted if a Suspension
Period had not been in effect at such time.


 


The Issuer shall deliver an Officer's Certificate
to the Trustee specifying if a Covenant Suspension Event has occurred, the date of any Covenant Suspension Event, if a Reversion
Date has occurred and when a Reversion Date has occurred. The Issuer shall deliver any such Officer’s Certificate within
5 Business Days of the occurrence of a Covenant Suspension Event or a Reversion Date, as the case may be. The Trustee shall not
have any duty to monitor whether or not a Covenant Suspension Event or Reversion Date has occurred or to notify the holders thereof.


 


Article V


 


SUCCESSOR COMPANY


 


Section 5.01      When
Issuer May Merge or Transfer Assets.


 


(a)          The
Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or
not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions, to any Person unless:


 




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(i)           the
Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or
conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will
have been made is a company organized or existing under the laws of Bermuda or a limited liability company, corporation, partnership,
or similar entity organized or existing under the laws of any Permitted Jurisdiction (the Issuer or such Person, as the case may
be, being herein called the “Successor Issuer”), provided that in the case where the surviving person
is not a company organized under the laws of Bermuda, a co-obligor of the Notes is a company organized under the laws of Bermuda
or a corporation organized under the laws of the U.S.;


 


(ii)          the
Successor Issuer (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture and the Notes
pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;


 


(iii)         immediately
after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any
of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted
Subsidiary at the time of such transaction) no Default shall have occurred and be continuing;


 


(iv)         immediately
after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable
four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted
Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted Subsidiary at the
time of such transaction), either


 


(1)          the
Successor Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.03(a); or


 


(2)          the
Fixed Charge Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries would be no less than such ratio for the Issuer
and its Restricted Subsidiaries immediately prior to such transaction;


 


(v)          [Reserved];
and


 


(vi)         the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture.


 


The Successor Issuer (if other than the Issuer)
will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and in such event the Issuer will automatically
be released and discharged from its obligations under this Indenture


 




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and the Notes. Notwithstanding the foregoing
clauses (iii) and (iv) of this Section 5.01, (a) any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer
all or part of its properties and assets to the Issuer or to another Restricted Subsidiary, and (b) the Issuer may merge, consolidate
or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a Permitted Jurisdiction or
may convert into a corporation, partnership, limited liability company or similar entity organized or existing under the laws of
any Permitted Jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby. This Article V will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among
the Issuer and its Restricted Subsidiaries.


 


Article VI


 


DEFAULTS AND REMEDIES


 


Section 6.01      Events
of Default. An “Event of Default” occurs with respect to Notes if:


 


(a)          there
is a default in any payment of interest on any Note when the same becomes due and payable, and such default continues for a period
of 30 days,


 


(b)          there
is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise,


 


(c)          the
failure by the Issuer to comply for 90 days after notice with any of its obligations, covenants or agreements contained in Section 4.02,


 


(d)          the
failure by the Issuer or any Restricted Subsidiary to comply for 60 days after notice with its other agreements (other than a default
referred to in clauses (a), (b) and (c) above) contained in the Notes or this Indenture,


 


(e)          the
failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant
Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable
grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in
each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $75.0 million or its foreign currency equivalent,


 


(f)           either
the Issuer or any Significant Subsidiary of the Issuer pursuant to or within the meaning of any Bankruptcy Law:


 


(i)           commences
a voluntary case;


 


(ii)          consents
to the entry of an order for relief against it in an involuntary case;


 




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(iii)         consents
to the appointment of a Custodian of it or for any substantial part of its property; or


 


(iv)         makes
a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency,


 


(g)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)           is
for relief against either the Issuer or any Significant Subsidiary of the Issuer in an involuntary case;


 


(ii)          appoints
a Custodian of either the Issuer or any Significant Subsidiary of the Issuer or for any substantial part of its property; or


 


(iii)         orders
the winding up or liquidation of either the Issuer or any Significant Subsidiary of the Issuer;


 


or any similar relief is granted under any foreign laws and
the order or decree remains unstayed and in effect for 60 days, or


 


(h)          failure
by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
to pay final judgments aggregating in excess of $75.0 million or its foreign currency equivalent (net of any amounts which are
covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for
a period of 60 days.


 


The foregoing shall constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body.


 


However, a default under clauses (c) or (d)
above shall not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of outstanding Notes
notify the Issuer, with a copy to the Trustee, of the default in writing and the Issuer does not cure such default within the time
specified in clause (c) or (d) hereof, as applicable, after receipt of such notice. Such notice must specify the Default, demand
that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within
five (5) Business Days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event
which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action
the Issuer is taking or proposes to take with respect thereto.


 


Section 6.02      Acceleration.
If an Event of Default (other than an Event of Default specified in Section 6.01(f) or 6.01(g) hereof with respect to the
Issuer) occurs and is continuing, the Trustee by notice to the Issuer, or the holders of at least 25% in principal amount of outstanding
Notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid
interest on


 




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all the Notes to be due and payable; provided,
however, that so long as any Credit Agreement Indebtedness remains outstanding, no such acceleration shall be effective
until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representatives under the
Credit Agreements and (2) the day on which any Credit Agreement Indebtedness is accelerated. Upon such a declaration, such principal
and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect
to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority
in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.


 


In the event of any Event of Default specified
in Section 6.01(e) above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default)
shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within
20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the
Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded
or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that
is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal
amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.


 


Section 6.03      Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity
to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or
this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law,
all available remedies are cumulative.


 


Section 6.04      Waiver
of Past Defaults. Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of
a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive an existing Default and
its consequences except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the
failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed
cured and the Issuer, the Trustee and the holders will be restored to their former positions and rights under this Indenture, but
no such waiver shall extend to any subsequent or other Default or impair any consequent right.


 




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Section 6.05      Control
by Majority. The holders of a majority in principal amount of Notes outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture or, if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors or trustees and/or Trust Officers shall determine
that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately
indemnified, or subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other holder
or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking
such action.


 


Section 6.06      Limitation
on Suits.


 


(a)          Except
to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with
respect to this Indenture or the Notes unless:


 


(i)           such
holder has previously given the Trustee notice that an Event of Default is continuing,


 


(ii)          holders
of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy,


 


(iii)         such
holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense,


 


(iv)         the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity,
and


 


(v)          the
holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period.


 


(b)          A
holder may not use this Indenture to prejudice the rights of another holder or to obtain a preference or priority over another
holder.


 


Section 6.07      Rights
of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any holder to receive
payment of principal of and interest on the Notes held by such holder, on or after the respective due dates expressed or provided
for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such holder.


 




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Section 6.08      Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the
whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest
at the rate provided for in the Notes) and the amounts provided for in Section 7.07.


 


Section 6.09      Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses
disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems
necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuer, its creditors
or its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed
in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.


 


Section 6.10      Priorities.
Any money or property collected by the Trustee pursuant to this Article VI and any other money or property distributable in
respect of the Issuer’s obligations under this Indenture after an Event of Default shall be applied in the following order:


 


FIRST: to the Trustee for amounts
due under Section 7.07;


 


SECOND: to the holders for amounts
due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal and interest, respectively; and


 


THIRD: to the Issuer.


 


The Trustee may fix a record date and payment
date for any payment to the holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall
mail to each holder and the Issuer a notice that states the record date, the payment date and amount to be paid.


 


Section 6.11      Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and


 




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expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not
apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of more than 10% in principal
amount of the Notes.


 


Section 6.12      Waiver
of Stay or Extension Laws. The Issuer shall not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Issuer hereby expressly waives all benefit or advantage of any such
law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit
the execution of every such power as though no such law had been enacted.


 


Article VII


 


TRUSTEE


 


Section 7.01      Duties
of Trustee.


 


(a)          The
Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events
of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


(b)          Except
during the continuance of an Event of Default:


 


(i)           the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee
to do things enumerated in this Indenture shall not be construed as a duty); and


 


(ii)          in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance,
but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions.
However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm
or


 




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investigate the accuracy of mathematical
calculations or other facts stated therein).


 


(c)          The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)           this
paragraph does not limit the effect of paragraph (b) of this Section;


 


(ii)          the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts;


 


(iii)         the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05; and


 


(iv)         no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(d)          Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.


 


(e)          The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(f)           Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section 7.01.


 


Section 7.02      Rights
of Trustee.


 


(a)          The
Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion
of Counsel.


 


(c)          The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.


 




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(d)          The
Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct
or negligence.


 


(e)          The
Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)           The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless
requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time outstanding,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall Incur no liability of any
kind by reason of such inquiry or investigation.


 


(g)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which might be Incurred by it in compliance with such request or direction.


 


(h)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.


 


(i)           The
Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders
of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for
any remedy available to the Trustee or the exercising of any power conferred by this Indenture.


 


(j)           Any
action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or
consent of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall
be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.


 


(k)          The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or


 




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unless written notice of any event which is
in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the
Notes and this Indenture.


 


(l)           The
Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may
be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(m)         The
Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of actions.


 


(n)          The
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.


 


(o)          The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts
of civil or military authorities and governmental action.


 


Section 7.03      Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar
may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.


 


Section 7.04      Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the
Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default
or Event of Default under Sections 6.01(d), (e), (f), (g) or (h) or of the identity of any Significant Subsidiary unless either
(a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance
with Section 13.02 hereof from the Issuer or any holder. In accepting the trust hereby created, the Trustee acts solely as
Trustee for the holders of the Notes and not in its individual capacity and all persons, including without limitation the holders
of Notes and the Issuer having any claim against the Trustee arising from this


 




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Indenture shall look only to the funds and
accounts held by the Trustee hereunder for payment except as otherwise provided herein.


 


Section 7.05      Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each
holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer
or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if
any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the holders. The Issuer is required to deliver to the Trustee, annually,
a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer also
is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute
certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.


 


Section 7.06      [Reserved].


 


Section 7.07      Compensation
and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation, as the Issuer and the Trustee shall
from time to time agree in writing, for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances
of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee against any and all loss,
liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) Incurred by or in connection with
the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture against the Issuer (including this Section 7.07) and defending itself against or investigating any
claim (whether asserted by the Issuer, any holder or any other Person). The obligation to pay such amounts shall survive the payment
in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim
for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure
so to notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder. The Issuer shall defend the claim
and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties
may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided, however, that
the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such
indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and such parties in connection
with such defense. The Issuer needs not reimburse any expense or indemnify against any loss, liability or expense Incurred by an
indemnified party through such party’s own willful misconduct, negligence or bad faith.


 




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To secure the Issuer’s payment obligations
in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee
other than money or property held in trust to pay principal of and interest on particular Notes.


 


The Issuer’s payment obligations pursuant
to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture
under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g)
with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk
or liability is not assured to its satisfaction.


 


Section 7.08      Replacement
of Trustee.


 


(a)          The
Trustee may resign at any time by so notifying the Issuer. The holders of a majority in principal amount of the Notes may remove
the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:


 


(i)           the
Trustee fails to comply with Section 7.10;


 


(ii)          the
Trustee is adjudged bankrupt or insolvent;


 


(iii)         a
receiver or other public officer takes charge of the Trustee or its property; or


 


(iv)         the
Trustee otherwise becomes incapable of acting.


 


(b)          If
the Trustee resigns, is removed by the Issuer or by the holders of a majority in principal amount of the Notes and such holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee
in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


(c)          A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the holders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided
for in Section 7.07.


 




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(d)          If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee
or the holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction
for the appointment of a successor Trustee.


 


(e)          If
the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section
310(b) of the TIA, any holder who has been a bona fide holder of a Note for at least six months may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(f)           Notwithstanding
the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue
for the benefit of the retiring Trustee.


 


Section 7.09      Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated,
any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.


 


Section 7.10      Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have
a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.
The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the
penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation
of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which
other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in Section 310(b)(1) of the TIA are met.


 


Section 7.11      Preferential
Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to
the extent indicated.


 




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Article VIII


 


DISCHARGE OF INDENTURE;
DEFEASANCE


 


Section 8.01      Discharge
of Liability on Notes; Defeasance.


 


(a)          This
Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer
or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:


 


(i)           either
(A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid
and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (B) all of the Notes
(1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable
at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount sufficient, as determined by the Issuer, to pay and discharge
the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any,
and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption
that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to
the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice
of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to
the date of the redemption;


 


(ii)          the
Issuer has paid all other sums payable under this Indenture; and


 


(iii)         the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.


 


(b)          Subject
to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture
(with respect to the holders of the Notes) (“legal defeasance option”) or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.13 and the operation of clause (iv) of Section 5.01(a) for
the benefit of the holders of the Notes, and Sections 6.01(d), 6.01(e), Section 6.01(f) and 6.01(g) (with respect to Significant
Subsidiaries of the Issuer only) or Section 6.01(h) (“covenant defeasance option”). The Issuer may


 




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exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the
Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option,
the obligations of each Subsidiary Guarantor with respect to the Notes shall be terminated simultaneously with the termination
of such obligations.


 


If the Issuer exercises its legal defeasance
option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant
defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections
6.01(d), 6.01(e) and Sections 6.01(f) and (g) (with respect to Significant Subsidiaries of the Issuer only) or Section 6.01(h),
or because of the failure of the Issuer to comply with clause (iv) of Section 5.01(a).


 


Upon satisfaction of the conditions set forth
herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer
terminates.


 


(c)          Notwithstanding
clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this
Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections
7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.


 


Section 8.02      Conditions
to Defeasance.


 


(a)          The
Issuer may exercise its legal defeasance option or its covenant defeasance option only if:


 


(i)           the
Issuer irrevocably deposits in trust with the Trustee cash in U.S. dollars, U.S. Government Obligations or a combination thereof
in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination
thereof sufficient, to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption,
as the case may be, including interest thereon to maturity or such redemption date;


 


(ii)          the
Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal,
premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be;


 


(iii)         123
days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect
to the Issuer occurs which is continuing at the end of the period;


 




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(iv)         the
deposit does not constitute a default under any other agreement binding on the Issuer and is not prohibited by Article X;


 


(v)          in
the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1)
the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such deposit and defeasance had not occurred; provided that upon any redemption
that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to
the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice
of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to
the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence
with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation
(x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer;


 


(vi)         impair
the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after
the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;


 


(vii)        in
the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred; and


 


(viii)       the
Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been
complied with.


 


(b)          Before
or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date
in accordance with Article III.


 




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Section 8.03      Application
of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited
with it pursuant to this Article VIII. The Trustee shall apply the deposited money and the money from U.S. Government Obligations
through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes so discharged
or defeased.


 


Section 8.04      Repayment
to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S.
Government Obligations held by it as provided in this Article VIII which, in the written opinion of nationally recognized
firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations
have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article VIII.


 


Subject to any applicable abandoned property
law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuer for payment
as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.


 


Section 8.05      Indemnity
for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations.


 


Section 8.06      Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes so discharged or defeased
shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee
or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII;
provided, however, that, if the Issuer has made any payment of principal of, or interest on, any such Notes because
of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent.


 




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Article IX


 


AMENDMENTS AND WAIVERS


 


Section 9.01      Without
Consent of the Holders.


 


(a)          The
Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any holder:


 


(i)           to
cure any ambiguity, omission, mistake, defect or inconsistency;


 


(ii)          to
provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Indenture and the Notes;


 


(iii)         [Reserved];


 


(iv)         to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code;


 


(v)          to
conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum
to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision
of this Indenture or the Notes;


 


(vi)         to
add a Subsidiary Guarantor with respect to the Notes or to add collateral to secure the Notes;


 


(vii)        [Reserved];


 


(viii)       [Reserved];


 


(ix)          to
add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the
Issuer;


 


(x)           to
comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under
the TIA;


 


(xi)          to
make any change that does not adversely affect the rights of any holder; or


 


(xii)         to
provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial
Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities.


 




    	 	109	 



     


    

  


Section 9.02      With
Consent of the Holders.


 


(a)          The
Issuer and the Trustee may amend this Indenture or the Notes, with the written consent of the holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender
offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may
not:


 


(1)          reduce
the amount of Notes whose holders must consent to an amendment,


 


(2)          reduce
the rate of or extend the time for payment of interest on any Note,


 


(3)          reduce
the principal of or change the Stated Maturity of any Note,


 


(4)          reduce
the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article III;
provided that any amendment to the minimum notice requirement may be made with the consent of the holders of a majority
in principal amount of the Notes then outstanding,


 


(5)          make
any Note payable in money other than that stated in such Note,


 


(6)          expressly
subordinate the Notes to any other Indebtedness of the Issuer,


 


(7)          impair
the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after
the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes,
or


 


(8)          make
any change in the amendment provisions which require each holder’s consent or in the waiver provisions.


 


It shall not be necessary for the consent
of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient
if such consent approves the substance thereof.


 


After an amendment under this Section 9.02
becomes effective, the Issuer shall mail, or deliver electronically if held by the Depository, to the holders a notice briefly
describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section 9.02.


 


Section 9.03      Compliance
with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, if at all, every amendment, waiver
or supplement to this Indenture or the Notes shall comply with the TIA as then in effect, including, without limitation, Section
316(b) of the TIA.


 




    	 	110	 



     


    




 


Section 9.04      Revocation
and Effect of Consents and Waivers.


 


(a)          A
consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent holder of that Note or portion
of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or waiver is not
made on the Note. However, any such holder or subsequent holder may revoke the consent or waiver as to such holder’s Note
or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s
Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. After an amendment or waiver
becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the
Trustee of consents by the holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness
as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of
such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee.


 


(b)          The
Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date
is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were holders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be holders after such record date. No such consent shall be
valid or effective for more than 120 days after such record date.


 


Section 9.05      Notation
on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the holder
of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms
and return it to the holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or
to issue a new Note shall not affect the validity of such amendment, supplement or waiver.


 


Section 9.06      Trustee
to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX
if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee
may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory
to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture
and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer, enforceable against it
in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).


 




    	 	111	 



     


    

  


Section 9.07      Additional
Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate
class on any matter. Determinations as to whether holders of the requisite aggregate principal amount of Notes have concurred in
any direction, waiver or consent shall be made in accordance with this Article IX and Section 2.14.


 


Article X


 


[RESERVED]


 


Article XI


 


[RESERVED]


 


Article XII


 


[RESERVED]


 


Article XIII


 


MISCELLANEOUS


 


Section 13.01    [Reserved].


 


Section 13.02    Notices.


 


(a)          Any
notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by
first-class mail addressed as follows:


 


if to the Issuer:


 


NCL Corporation Ltd.


7665 Corporate Center Drive


Miami, Florida 33126-1201


Telephone: (305) 436-4000


Facsimile: (305) 436-4117


Attn: General Counsel


 




    	 	112	 



     


    

  


if to the Trustee:


 


U.S. Bank National Association


60 Livingston Avenue


St. Paul, Minnesota 55107-1419


Telephone: (651) 466-6309


Facsimile: (651) 466-7430


Attn: Corporate Trust Services, Joshua Hahn


 


The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.


 


(b)          Any
notice or communication mailed to a holder shall be mailed, first class mail, to the holder at the holder’s address as it
appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.


 


(c)          Failure
to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect to other holders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it,
except that notices to the Trustee are effective only if received.


 


Section 13.03    Communication
by the Holders with Other Holders. The holders may communicate pursuant to Section 312(b) of the TIA with other holders with
respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and other Persons shall have
the protection of Section 312(c) of the TIA.


 


Section 13.04    Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:


 


(a)          an
Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)          an
Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.


 


Section 13.05    Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture (other than pursuant to Section 4.09) shall include:


 




    	 	113	 



     


    

  


(a)          a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


(b)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)          a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)          a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided,
however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates
of public officials.


 


Section 13.06    When
Notes Disregarded. In determining whether the holders of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the
Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered
in any such determination.


 


Section 13.07    Rules
by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the holders. The
Registrar and a Paying Agent may make reasonable rules for their functions.


 


Section 13.08    Legal
Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day,
and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day
for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected.


 


Section 13.09    GOVERNING
LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


Section 13.10    No
Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer
or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer under the Notes
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.


 




    	 	114	 



     


    

  


Section 13.11    Successors.
All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.


 


Section 13.12    Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Indenture.


 


Section 13.13    Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.


 


Section 13.14    Indenture
Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture,
such provision of this Indenture shall control.


 


Section 13.15    Severability.
In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.


 


Section 13.16    [Reserved].


 


Section 13.17    Agent
for Service; Submission to Jurisdiction; Waiver of Immunity.


 


(a)          By
the execution and delivery of this Indenture, the Issuer (i) acknowledges that it will, by separate written instrument, designate
and appoint Corporation Service Company or Corporate Creations International Inc. (and any successor entity) as its authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture that may be instituted
in any Federal or state court in the State of New York, New York County, or brought under Federal or state securities laws, and
acknowledges that Corporation Service Company or Corporate Creations International Inc., as the case may be, will accept such designation,
(ii) submits for itself and its property to the non-exclusive jurisdiction of any such court in any such suit or proceeding, (iii)
consents that any such proceeding may be brought in any such court and waives trial by jury and any objection that it may now or
hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court
and agrees not to plead or claim the same, (iv) agrees that service of process upon Corporation Service Company or Corporate Creations
International Inc., as the case may be, and written notice of said service to the Issuer in accordance with Section 13.02
shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding and (v) agrees that
nothing herein


 




    	 	115	 



     


    

  


shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.


 


(b)          To
the extent that the Issuer may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with
respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason
of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of the United
States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from
any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not
claimed), the Issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted
by law.


 


Section 13.18    WAIVER
OF JURY TRIAL. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.


 


Section 13.19    Security
Advice Waiver. The Issuer acknowledges that regulations of the comptroller of the currency might grant the Issuer the right
to receive brokerage confirmations of the security transactions as they occur. The Issuer specifically waives such notification
to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions,
if any.


 


Section 13.20    U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (U.S.A. PATRIOT Act) Act of 2001, as amended (the “U.S.A.
Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties hereto agree that they will provide the Trustee with such information
as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


[Remainder of page intentionally left
blank.]


 




    	 	116	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this Indenture to be duly executed as of the date first written above.


 


	 	NCL CORPORATION LTD.
	 	 	 	 
	 	By:     	/s/ Wendy A. Beck
	 	 	Name:  	Wendy A. Beck
	 	 	Title:  	Executive Vice President and

Chief Financial Officer


 





 




    	 	 	 



     


    

  


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	By:     	/s/ Joshua A. Hahn
	 	 	Name:  	Joshua A. Hahn
	 	 	Title:  	Vice President


 


 


 




    	 	 	 



     


    

 


APPENDIX A


 


PROVISIONS RELATING TO THE INITIAL NOTES
AND ADDITIONAL NOTES


 


1.            Definitions.


 


1.1          Definitions.


 


For the purposes of this Appendix A the following
terms shall have the meanings indicated below:


 


“Definitive Note” means
a certificated Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does
not include the Global Notes Legend.


 


“Depository” means The
Depository Trust Company, its nominees and their respective successors.


 


“Global Notes Legend” means
the legend set forth under that caption in the applicable Exhibit to this Indenture.


 


“IAI” means an institutional
“accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Initial Purchasers” means
Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, UBS Securities
LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman, Sachs & Co. and HSBC
Securities (USA) Inc.


 


“Notes Custodian” means
the custodian with respect to a Global Note (as appointed by the Depository) or any successor person thereto, who shall initially
be the Trustee.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Regulation S” means Regulation
S under the Securities Act.


 


“Regulation S Notes” means
all Initial Notes offered and sold outside the United States in reliance on Regulation S.


 


“Restricted Notes Legend”
means the legend set forth in Section 2.2(f)(i) herein.


 


“Restricted Period,” with
respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such
Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on
Regulation S, notice of which day shall be promptly given


 




    	 	Appendix A-1	 



     


    

  


by the Issuer to the Trustee, and (b) the
Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive
days.


 


“Rule 144A” means Rule
144A under the Securities Act.


 


“Rule 144A Notes” means
all Initial Notes offered and sold to QIBs in reliance on Rule 144A.


 


“Rule 501” means Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.


 


“Transfer Restricted Definitive Notes”
means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.


 


“Transfer Restricted Global Notes”
means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.


 


“Unrestricted Definitive Notes”
means Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.


 


“Unrestricted Global Notes”
means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.


 


1.2          Other
Definitions.


 


	Term:	Defined in Section:
	Agent Members	2.1(b)
	Global Notes	2.1(b)
	Regulation S Global Notes	2.1(b)
	Rule 144A Global Notes	2.1(b)


 


2.            The
Notes.


 


2.1          Form
and Dating; Global Notes.


 


(a)          The
Initial Notes issued on the date hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii)
sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S)
in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer in connection
with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof may be offered
and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable law.


 


(b)          Global
Notes. (i)       Except as provided in clause (d) below, Rule 144A Notes initially shall
be represented by one or more Notes in definitive, fully


 




    	 	Appendix A-2	 



     


    

  


registered, global form without interest coupons
(collectively, the “Rule 144A Global Notes”).


 


Regulation S Notes initially shall be represented
by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Global
Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of
designated agents holding on behalf of Euroclear or Clearstream.


 


The term “Global Notes”
means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global
Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit
to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted
Notes Legend.


 


Members of, or direct or indirect participants
in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository
may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of
the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository,
or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note.


 


(ii)          Transfers
of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with
the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable
for Definitive Notes if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for
such Global Note and the Issuer thereupon fails to appoint a successor depository or (2) has ceased to be a clearing agency registered
under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Note;
provided that in no event shall the Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (x)
the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein
shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance
with its customary procedures.


 




    	 	Appendix A-3	 



     


    

  


(iii)         In
connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b),
such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange
for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.


 


(iv)         Any
Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as otherwise
provided in Section 2.2, bear the Restricted Notes Legend.


 


(v)          Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear
or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.


 


(vi)         The
holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes.


 


2.2          Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global
Notes will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii).
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b).


 


(b)          Transfer
and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures
of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred
or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:


 


(i)           Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance
with the transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the 


 




    	 	Appendix A-4	 



     


    

  


expiration
of the Restricted Period, transfers of
beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person.
A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.2(b)(i).


 


(ii)          All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver
to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures
of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable
rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note pursuant to Section 2.2(i).


 


(iii)         Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note
if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:


 


(A)         if
the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver
a certificate in the form attached to the applicable Note; and


 


(B)         if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must
deliver a certificate in the form attached to the applicable Note.


 


(iv)         Transfer
and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the
following:


 




    	 	Appendix A-5	 



     


    

  


(A)         if
the holder of such beneficial interest in a Transfer Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note;
or


 


(B)         if
the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from
such holder in the form attached to the applicable Note,


 


and, in each such case, if the Issuer or the Registrar
so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted
Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of
an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged
pursuant to this subparagraph (iv).


 


(v)          Transfer
and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Transfer Restricted Global Note.
Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof
in the form of, a beneficial interest in a Transfer Restricted Global Note.


 


(c)          Transfer
and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may not be
exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global
Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances
described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive
Notes.


 


(d)          Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:


 


(i)           Transfer
Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a Transfer Restricted
Definitive Note proposes to exchange such Transfer Restricted Definitive Note


 




    	 	Appendix A-6	 



     


    

  


for a beneficial interest in a Transfer
Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:


 


(A)         if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a beneficial interest
in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note;


 


(B)         if
such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a
certificate from such holder in the form attached to the applicable Note;


 


(C)         if
such Transfer Restricted Definitive Note is being transferred to a Non U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the applicable Note;


 


(D)         if
such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the
applicable Note;


 


(E)         if
such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form
attached to the applicable Note, including the certifications, certificates and Opinion of Counsel, if applicable; or


 


(F)          if
such Transfer Restricted Definitive Note is being transferred to the Issuer or a Subsidiary thereof, a certificate from such holder
in the form attached to the applicable Note;


 


the Trustee shall cancel the Transfer Restricted Definitive
Note, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note.


 


(ii)          Transfer
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Transfer Restricted Definitive
Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer
such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if the Registrar receives the following:


 




    	 	Appendix A-7	 



     


    

  


(A)         if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or


 


(B)         if
the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer Restricted Definitive Note to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form attached to the applicable Note,


 


and, in each such case, if the Issuer or the Registrar
so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted
Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such
transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officer’s Certificate,
the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).


 


(iii)         Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange
such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and
increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer
or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued,
the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officer’s Certificate, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).


 


(iv)         Unrestricted
Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted Definitive Note cannot be exchanged
for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global
Note.


 




    	 	Appendix A-8	 



     


    

  


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s
compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by
such holder or by its attorney, duly authorized in writing. In addition, the requesting holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).


 


(i)           Transfer
Restricted Definitive Notes to Transfer Restricted Definitive Notes. A Transfer Restricted Note may be transferred to and registered
in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Note if the Registrar receives
the following:


 


(A)         if
the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the
form attached to the applicable Note;


 


(B)         if
the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Note;


 


(C)         if
the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with
Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note;


 


(D)         if
the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other
than those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Note; and


 


(E)          if
such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable Note.


 


(ii)          Transfer
Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted Definitive Note may be exchanged by the
holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(A)         if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for an Unrestricted
Definitive Note, a certificate from such holder in the form attached to the applicable Note; or


 




    	 	Appendix A-9	 



     


    

  


(B)         if
the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note,


 


and, in each such case, if the Issuer or the Registrar
so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii)         Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A holder of an Unrestricted Definitive Note may transfer such Unrestricted
Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt
of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions
from the holder thereof.


 


(iv)         Unrestricted
Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred
to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note.


 


At such time as all beneficial interests in
a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of
a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.


 


(f)           Legend.


 


(i)           Except
as permitted by the following paragraph (iii), (iv) or (v), each Note certificate evidencing the Global Notes and any Definitive
Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following
form (each defined term in the legend being defined as such for purposes of the legend only) (the “Restricted Notes Legend”):


 




    	 	Appendix A-10	 



     


    

  


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:


 


(1)          REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE “SECURITIES ACT”) (A
“QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,


 


(2)          AGREES
THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF (X) ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THE LAST DATE ON WHICH THE ISSUER
OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT PRIOR TO SUCH
TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, AND


 


(3)          AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT
TO CLAUSE (2)(D) OR (2)(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 




    	 	Appendix A-11	 



     


    

  


IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR
ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION
S UNDER THE SECURITIES ACT.


 


Each Definitive Note shall bear the following additional legends:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)          Upon
any sale or transfer of a Transfer Restricted Definitive Note, the Registrar shall permit the holder thereof to exchange such Transfer
Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer
of such Transfer Restricted Definitive Note if the holder certifies in writing to the Registrar that its request for such exchange
was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).


 


(iii)         Upon
a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements
that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note
be issued in global form shall continue to apply.


 


(iv)         Any
Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.


 


(g)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note, the principal amount of Notes represented by
such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository
at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take


 




    	 	Appendix A-12	 



     


    

  


delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.


 


(h)          Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)           To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes
and Global Notes at the Registrar’s request.


 


(ii)          No
service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this
Indenture).


 


(iii)         Prior
to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, a Paying Agent or the Registrar may
deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none
of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(iv)         All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(i)           No
Obligation of the Trustee.


 


(i)           The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the holders and all
payments to be made to the holders under the Notes shall be given or made only to the registered holders (which shall be the Depository
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely 


 




    	 	Appendix A-13	 



     


    

  


and shall be fully protected in relying
upon information furnished by the Depository with respect to its members, participants and any beneficial owners.


 


(ii)          The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 




    	 	Appendix A-14	 



     


    

 


EXHIBIT A


[FORM OF FACE OF NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:


 


(1)          REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE “SECURITIES ACT”) (A
“QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,


 


(2)          AGREES
THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF (X) ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THE LAST DATE ON WHICH THE ISSUER
OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH


 




    	 	Ex. A-1	 



     


    

  


SECURITY) RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT PRIOR TO SUCH TRANSFER, THE
TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS, AND


 


(3)          AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT
TO CLAUSE (2)(D) OR (2)(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION
S UNDER THE SECURITIES ACT.


 


Each Definitive Note shall bear the following additional legends:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 




    	 	Ex. A-2	 



     


    

 


[FORM OF NOTE]


 


No. [      ]


144A CUSIP No. [                          ]


144A ISIN No. [                          ]


REG S CUSIP No. [                          ]


REG S ISIN No. [                          ]


$[     ]


 


4.750% Senior Notes due 2021


 


NCL CORPORATION LTD., an exempted company
incorporated under the laws of Bermuda, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on
the Schedule of Increases or Decreases in Global Note attached hereto on December 15, 2021.


 


Interest Payment Dates: June 15 and December
15, commencing [                 ]1


 


Record Dates: June 1 and December 1


 


Additional provisions of this Note are set
forth on the other side of this Note.


 





 



 


		1	To be June 15, 2017 for Notes issued on December 14, 2016.



 




    	 	Ex. A-3	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this instrument to be duly executed.


 


	 	NCL CORPORATION LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    	 	Ex. A-4	 



     


    

 


TRUSTEE’S CERTIFICATE OF


AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION


as Trustee, certifies that this is


one of the Notes


referred to in the Indenture.


 


	By:	 	 
	 	Authorized Signatory	 


 


	Dated:	 	 


 


	 	 


 


*/          If the Note is to be issued in global form, add the Global
Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE.”


 




    	 	Ex. A-5	 



     


    

 


[FORM OF REVERSE SIDE NOTE]


 


4.750% Senior Notes due 2021


 


1.           Interest


 


NCL CORPORATION LTD, an exempted company incorporated
under the laws of Bermuda (and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.
The Issuer shall pay interest semiannually on June 15 and December 15 of each year (each an “Interest Payment Date”),
commencing [            ]2.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from December 14, 2016, until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes,
and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.


 


2.           Method
of Payment


 


The Issuer shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered holders at the close of business on June 1 and December 1 (each a
“Record Date”) next preceding the Interest Payment Date even if Notes are canceled after the Record Date and
on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect
principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that
at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by
a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds
to the accounts specified by the Depository or any successor depositary. The Issuer shall make all payments in respect of a certificated
Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the
Issuer, payment of interest may be made by mailing a check to the registered address of each holder thereof; provided, however,
that payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes,
by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment
by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).


 


3.           Paying
Agent and Registrar


 


Initially, U.S. Bank National Association
(the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent
or


 





 



 


		2	To be June 15, 2017 for Notes issued on December 14, 2016.



 




    	 	Ex. A-6	 



     


    

  


Registrar without notice. The Issuer or any
of its domestically incorporated Subsidiaries may act as Paying Agent or Registrar.


 


4.           Indenture


 


The Issuer issued the Notes under an Indenture
dated as of December 14, 2016 (the “Indenture”), between the Issuer and the Trustee. The terms of the Notes
include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture)
are referred to the Indenture for a statement of such terms and provisions.


 


The Notes are senior unsecured obligations
of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any
Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur
Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or
into any other Person or convey, transfer or lease all or substantially all of its property.


 


To guarantee the due and punctual payment
of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and
as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, any future Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed
Obligations on a senior unsecured basis pursuant to the terms of the Indenture.


 


5.           Additional
Amounts


 


All payments made by the Issuer under or with
respect to the Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or
future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related
thereto) (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law.
If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which
the Issuer is then incorporated, or resident or doing business for tax purposes or any department or political subdivision thereof
or therein or (2) any jurisdiction from or through which payment is made or any department or political subdivision thereof or
therein (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by the
Issuer under or with respect to the Notes including payments of principal, redemption price, purchase price, interest or


 




    	 	Ex. A-7	 



     


    

  


premium, the Issuer will pay such additional
amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of
such payments by each holder after such withholding or deduction (including any such deduction or withholding from such Additional
Amounts) will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding
or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the
extent such Taxes would not have been imposed but for the existence of any present or former connection between the holder or the
beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding
or disposition of such Note, the enforcement of rights under such Note and/or the receipt of any payments in respect of such Note);
(2) any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of
the Notes, following the Issuer’s written request to the holder, at least 30 days before any such withholding or deduction
would be payable, to comply with any certification, identification, information or other reporting requirements, whether required
by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction
in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification
that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or
the beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes, to the extent such Taxes
were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the
relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled
to Additional Amounts had the note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sales,
transfer, personal property or similar tax or assessment; (5) any Taxes payable otherwise than by deduction or withholding from
payments made under or with respect to any Note; (6) any Taxes that are imposed or levied pursuant to Sections 1471 through 1474
of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date hereof (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or
official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date hereof
(or any amended or successor version as described above) and any intergovernment agreement (and any related laws, legislation,
rules and official administrative guidance) implementing any of the foregoing; or (7) any combination of clauses (1) through (6).


 


In addition to the foregoing, the Issuer will
also pay and indemnify the holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or
any other excise or property taxes, charges or similar levies (including penalties, interest and other liabilities related thereto)
which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture,
or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the
Notes (such sum being recoverable from the Issuer as a liquidated sum payable as a debt).


 




    	 	Ex. A-8	 



     


    

  


If the Issuer becomes aware that it will be
obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to
the Trustee on a date which is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts
arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) notice
stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The notice must also set forth
any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment
date. The Issuer will provide the Trustee with documentation evidencing the payment of Additional Amounts.


 


The Issuer will make all withholdings and
deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld
to the relevant Tax authority in accordance with applicable law. The Issuer will use its reasonable efforts to obtain Tax receipts
from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer will furnish to the Trustee (or
to a holder upon request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified
copies of Tax receipts evidencing payment by the Issuer, or if, notwithstanding such entity’s efforts to obtain receipts,
receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity.


 


Whenever in the Indenture there is mentioned,
in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount
payable under, or with respect to, any of the Notes, such mention shall be deemed to include the payment of Additional Amounts,
if applicable.


 


The above obligations will survive any termination,
defeasance or discharge of the Indenture and will apply, mutatis mutandis, to any jurisdiction in which any successor Person
to the Issuer is incorporated, or resident or doing business for tax purposes or any jurisdiction from or through which such Person
makes any payment on the Notes and any department or political subdivision thereof or therein.


 


6.           Optional
Redemption


 


On or after December 15, 2018, the Issuer
may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 15 nor more than 60 days’
prior notice mailed by first-class mail to each holder’s registered address, or delivered electronically if held by the Depository,
at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to,
but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on December 15 of the years set forth
below:


 


	Period	 	Redemption
    Price	 
	2018	 	 	102.375	%
	2019	 	 	101.188	%
	2020 and thereafter	 	 	100.000	%



 




    	 	Ex. A-9	 



     


    

  


In addition, prior to December 15, 2018, the
Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 15 nor more than
60 days’ prior notice mailed by first-class mail to each holder’s registered address, or delivered electronically if
held by the Depository, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record
on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


Notwithstanding the foregoing, at any time
and from time to time on or prior to December 15, 2018, the Issuer may also redeem in the aggregate up to 40% of the aggregate
principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an aggregate amount equal
to the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer
to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital
Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount
thereof) of 104.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders
of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however,
that at least 60% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional
Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within
180 days after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice
mailed, or delivered electronically if held by the Depository, to each holder of Notes being redeemed and otherwise in accordance
with the procedures set forth in the Indenture.


 


Notice of any redemption may be given prior
to the completion of any corporate transaction (including any Equity Offering, incurrence of Indebtedness, Change of Control or
other corporate transaction), and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related corporate transaction. If such redemption or purchase
is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable,
shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions
shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all
such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the
Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect
to such redemption may be performed by another Person.


 




    	 	Ex. A-10	 



     


    

  


7.           Mandatory
Redemption


 


The Issuer shall not be required to make any
mandatory redemption or sinking fund payments with respect to the Notes.


 


8.           Notice
of Redemption


 


Notice of redemption will be mailed by first-class
mail, or delivered electronically if held by the Depository, at least 15 days but not more than 60 days before the redemption date
to each holder of Notes to be redeemed at his, her or its registered address. Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid
interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes
(or such portions thereof) called for redemption.


 


9.           Redemption
for Changes in Taxes


 


The Issuer may redeem the Notes, in whole
but not in part, at its discretion at any time upon giving not less than 15 nor more than 60 days’ prior written notice to
the holders, at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid
interest, if any, to the redemption date and all Additional Amounts, (if any), which otherwise would be payable, if on the next
date on which any amount would be payable in respect of the Notes, the Issuer would be required to pay Additional Amounts, and
the Issuer cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of: (1) any amendment
to, or change in, the laws or any regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which is announced
and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction
on a date after the date of the Offering Memorandum, such later date); or (2) any amendment to, or change in, an official interpretation
or application regarding such laws, regulations or rulings, including by virtue of a holding, judgment or order by a court of competent
jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction
became a Tax Jurisdiction on a date after the date of the Offering Memorandum, such later date).


 


The Issuer will not give any such notice of
redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding
if a payment in respect of the Notes were then due, and, at the time such notice is given, the obligation to pay Additional Amounts
must remain in effect.


 


Prior to the publication or, where relevant,
mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (i) an opinion
of independent tax counsel, the choice of such counsel to be subject to the prior written approval of the Trustee (such approval
not to be unreasonably withheld) to the effect that there has been such change or amendment which would entitle the Issuer to


 




    	 	Ex. A-11	 



     


    

  


redeem the Notes hereunder and (ii) a certificate
signed by an officer of the Issuer stating that the Issuer cannot avoid any obligation to pay Additional Amounts by taking reasonable
measures available to it.


 


10.         Repurchase
of Notes at the Option of the Holders upon Change of Control and Asset Sales


 


Upon the occurrence of a Change of Control,
each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all
or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.


 


In accordance with Section 4.06 of the
Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.


 


11.         Ranking


 


These Notes and any Subsidiary Guarantee by
a Subsidiary Guarantor, if any, will be senior unsecured obligations of the Issuer or such Subsidiary Guarantors.


 


12.         Denominations;
Transfer; Exchange


 


The Notes are in registered form, without
coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A holder shall register the transfer
of or exchange of Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the
Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or
exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed.


 


13.         Persons
Deemed Owners


 


The registered holder of this Note shall be
treated as the owner of it for all purposes.


 


14.         Unclaimed
Money


 


If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at their written request
unless an abandoned property law designates another Person. After any such payment, the holders entitled to the money must look
to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect
to such monies.


 




    	 	Ex. A-12	 



     


    

  


15.         Discharge
and Defeasance


 


Subject to certain conditions, the Issuer
at any time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee
cash or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case
may be.


 


16.         Amendment;
Waiver


 


Subject to certain exceptions set forth in
the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may be waived with
the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of any holder, the Issuer and the Trustee may amend the Indenture or the Notes
(i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Issuer
of the obligations of the Issuer under the Indenture and the Notes; (iii) [Reserved]; (iv) to provide for uncertificated Notes
in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Code; (v) to conform the text of the Indenture or the Notes to any provision of the “Description of
Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes”
was intended to be a verbatim recitation of a provision of the Indenture or the Notes; (vi) to add a Subsidiary Guarantor with
respect to the Notes or to add collateral to secure the Notes; (vii) [Reserved]; (viii) [Reserved]; (ix) to add to the covenants
of the Issuer for the benefit of the holders or to surrender any right or power conferred upon the Issuer by the Indenture; (x)
to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, the Indenture under
the TIA; (xi) to make any change that does not adversely affect the rights of any holder; or (xii) to provide for the issuance
of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall
be treated, together with any outstanding Initial Notes, as a single issue of securities.


 


17.         Defaults
and Remedies


 


If an Event of Default (other than an Event
of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the
Trustee by notice to the Issuer, or the holders of at least 25% in principal amount of the outstanding Notes, in each case, by
notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest
on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization
of the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any holders. Under certain


 




    	 	Ex. A-13	 



     


    

  


circumstances, the holders of a majority in
principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.


 


If an Event of Default occurs and is continuing,
the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction
of any of the holders unless such holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee
against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment
of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the Notes
unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the holders of at least
25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such holders
have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, (iv)
the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity
and (v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of
the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction
(i) that conflicts with law or the Indenture, (ii) if the Trustee, being advised by counsel, determines that the action or proceeding
so directed may not lawfully be taken, (iii) if the Trustee in good faith by its board of directors or trustees, executive committee,
or a trust committee of directors or trustees and/or Trust Officers shall determine that the action or proceeding so directed would
involve the Trustee in personal liability or expense for which it is not adequately indemnified or (iv) that the Trustee determines
is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking
any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.


 


18.         Trustee
Dealings with the Issuer


 


Subject to certain limitations imposed by
the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer
or its Affiliates with the same rights it would have if it were not Trustee.


 


19.         No
Recourse Against Others


 


No director, officer, employee, manager, incorporator
or holder of any Equity Interests in the Issuer or any direct or indirect parent corporation, as such, shall have any liability
for any obligations of the Issuer under the Notes or the Indenture or for


 




    	 	Ex. A-14	 



     


    

  


any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability.


 


20.         Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


21.         Abbreviations


 


Customary abbreviations may be used in the
name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


22.         Governing
Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


23.         CUSIP
Numbers; ISINs


 


The Issuer has caused CUSIP numbers and ISINs
to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience
to the holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Issuer will furnish to any holder of
Notes upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note.


 




    	 	Ex. A-15	 



     


    

  


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


	 
	(Print or type assignee’s name, address and zip code)
	 
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                        agent
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


	Date:	 	 	Your Signature:	 


 


	 
	Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


	Date:	 	 	 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee


 




    	 	Ex. A-16	 



     


    

  


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR


 


REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


This certificate relates to $_________ principal amount of Notes
held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


 ̈          has
requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial
interest in such Global Note (or the portion thereof indicated above);


 


 ̈          has
requested the Trustee by written order to exchange or register the transfer of a Note or Notes.


 


In connection with any transfer of any of the Notes evidenced
by this certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global Note,
the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	to the Issuer; or
	(2)	 ̈	to the Registrar for registration in the name of the holder, without transfer; or
	(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933; or
	(4)	 ̈	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
	(5)	 ̈	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
	(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or
	(7)	 ̈	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.


 




    	 	Ex. A-17	 



     


    

  


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder
thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer or the Trustee may require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer or the Trustee
have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.


 


	Date:	 	 	Your Signature:	 


 


	 
	Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


	Date:	 	 	 	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee


 




    	 	Ex. A-18	 



     


    

  


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Date:	 	 	 
	 	 	 	NOTICE:  To be executed by an executive officer


 




    	 	Ex. A-19	 



     


    

  


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $______________. The following increases or decreases in this Global Note have been made:


 


	Date
        of Exchange
	 	Amount
        of decrease in

        Principal Amount of

        this Global Note
	 	Amount
        of increase in

        Principal Amount of

        this Global Note
	 	Principal
        amount of

        this Global Note

        following such

        decrease or increase
	 	Signature
        of

        authorized signatory

        of Trustee or Notes

        Custodian



 




    	 	Ex. A-20	 



     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:


 


Asset Sale  ̈                                Change
of Control  ̈


 


If you want to elect to have only part of
this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state
the amount ($2,000 or any integral multiple of $1,000):


 


$


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)


 


	Signature Guarantee:	 	 
	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	 


 




    	 	Ex. A-21	 



     


    

 


EXHIBIT B


[FORM OF TRANSFEREE LETTER OF REPRESENTATION]


 


TRANSFEREE LETTER OF REPRESENTATION


 


NCL Corporation Ltd.


c/o U.S. Bank National Association


Corporate Trust Services


EP-MN-W53C


60 Livingston Avenue


St. Paul, Minnesota 55107-1419


Attention: Vice President


 


Ladies and Gentlemen:


 


This certificate is delivered to request a
transfer of $[       ] principal amount of the 4.750% Senior Notes due 2021 (the “Notes”) of NCL Corporation Ltd.
(the “Issuer”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


	Name:	 	 


 


	Address:	 	 


 


	Taxpayer ID Number:	 	 


 


The undersigned represents and warrants to
you that:


 


1.           We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an
institutional “accredited investor” at least $100,000 principal amount of the Notes, and we are acquiring the
Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment
in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts
for which we are acting, are each able to bear the economic risk of our or its investment.


 


2.           We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original
issue and the last date on which either the Issuer or any affiliate of such Issuer was the owner of such Notes (or any


 




    	 	Ex. B-1	 



     


    

 


predecessor thereto) (the “Resale
Restriction Termination Date”) only (a) in the United States to a person whom we reasonably believe is a qualified institutional
buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the
United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to
an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective
registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities
laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of
the Note evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional
“accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter
from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things,
that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation
of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or
other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to require
the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.


 


	Dated:	 	 


 


	 	TRANSFEREE:	 


 


	 	By:	 


 




    	 	Ex. B-2	 



     


    

 


EXHIBIT C


[FORM OF SUPPLEMENTAL INDENTURE]


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of [     ], among [SUBSIDIARY GUARANTOR] (the “New Subsidiary
Guarantor”), a subsidiary of NCL CORPORATION LTD. (or its successor), an exempted company incorporated under the laws
of Bermuda (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under
the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS the Issuer has heretofore executed
and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”)
dated as of December 14, 2016, providing for the issuance of the Issuer’s 4.750% Senior Notes due 2021 (the “Notes”),
initially in the aggregate principal amount of $700,000,000;


 


WHEREAS Section 4.11 of the Indenture
provides that under certain circumstances the Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Issuer’s
Obligations under the Notes and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and


 


WHEREAS pursuant to Section 9.01 of the
Indenture, the Trustee, the Issuer, the Subsidiary Guarantors [and other existing Subsidiary Guarantors, if any,] are authorized
to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, [the
Subsidiary Guarantors,] the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders
of the Notes as follows:


 


1.           Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the
term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders.
The words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 




    	 	Ex. C-1	 



     


    

  


2.           [Amendment
to Indenture;]3 Agreement to Guarantee.


 


(a)          [Article
XII of the Indenture is hereby amended in its entirety by adding a new Article XII in the form of Annex A to this Supplemental
Indenture.]


 


(b)          The
New Subsidiary Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to unconditionally guarantee
the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII
of the Indenture[, as amended by this Supplemental Indenture,] and to be bound by all other applicable provisions of the Indenture
and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture.


 


3.           Notices.
All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.02 of the Indenture.


 


4.           Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


5.           Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


6.           Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.


 


7.           Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


8.           Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Remainder of page intentionally left
blank.]


 





 



 


		3	For inclusion the first time a Subsidiary Guarantor becomes party to the Indenture.



 




    	 	Ex. C-2	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	NCL CORPORATION LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NEW SUBSIDIARY GUARANTOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Ex. C-3	 



     


    

 


Annex A


 


ARTICLE XII


 


GUARANTEE


 


SECTION 12.01    Guarantee.


 


(a)          To
the extent applicable, each of the Subsidiary Guarantors hereby jointly and severally, irrevocably and unconditionally guarantees
on a senior unsecured basis as a primary obligor and not merely as a surety, to each holder and to the Trustee and its successors
and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise,
of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment
of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Issuer under
this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations
of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Subsidiary
Guarantor, and that each Subsidiary Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal
of any Guaranteed Obligation.


 


(b)          To
the extent applicable, each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuer of any
of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any
default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected
by (i) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer
or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this
Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any holder or the Trustee for the
Guaranteed Obligations of each Subsidiary Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against
any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as
provided in Section 12.02(b). Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations
hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the
full amount claimed.


 


(c)          Each
Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted
as payment of the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts


 




    	 	Ex. C-4	 



     


    

  


being claimed from or paid by such Subsidiary
Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Issuer be
sued prior to an action being initiated against such Subsidiary Guarantor.


 


(d)          Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee
to any security held for payment of the Guaranteed Obligations.


 


(e)          The
Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article XII, equal in right
of payment to all existing and future Indebtedness of such Subsidiary Guarantor which ranks pari passu in right of payment to such
Subsidiary Guarantor’s Subsidiary Guarantee, senior in right of payment to all existing and future Subordinated Indebtedness
of the Issuer and is made subject to such provisions of this Indenture.


 


(f)           Except
as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture,
the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise,
in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of
any Subsidiary Guarantor as a matter of law or equity.


 


(g)          Each
Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the
Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the
Issuer or otherwise.


 


(h)          In
furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has at law or in equity against
any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and


 




    	 	Ex. C-5	 



     


    

  


shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the holders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the
extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the holders and the Trustee.


 


(i)           Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of
any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further
agrees that, as between it, on the one hand, and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article
VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor
for the purposes of this Section 12.01.


 


(j)           Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses)
Incurred by the Trustee or any holder in enforcing any rights under this Section 12.01.


 


(k)          Upon
request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 12.02    Limitation
on Liability.


 


(a)          Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering
this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.


 


(b)          Each
Subsidiary Guarantee shall terminate and be of no further force or effect and the Subsidiary Guarantor shall be deemed to be released
from all obligations under this Article XII upon:


 


(i)           the
sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition
or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or of all or substantially
all the assets, of the applicable


 




    	 	Ex. C-6	 



     


    

  


Subsidiary Guarantor if such sale,
disposition or other transfer is made in compliance with this Indenture;


 


(ii)          the
Issuer’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Subsidiary of the
Issuer in accordance with Section 5.01 and such transferee entity assumes the Issuer’s obligations under this Indenture;


 


(iii)         the
Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s
obligations under this Indenture are discharged in accordance with the terms of this Indenture;


 


(iv)         the
Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04
and the definition of “Unrestricted Subsidiary;” and


 


(v)          in
the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the
release or discharge of all Indebtedness, which if guaranteed by such Restricted Subsidiary, would require such Restricted Subsidiary
to guarantee the Notes pursuant to Section 4.11.


 


SECTION 12.03    Successors
and Assigns. This Article XII shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure
to the benefit of the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment of
rights by any holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


SECTION 12.04    No
Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power or privilege
under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII
at law, in equity, by statute or otherwise.


 


SECTION 12.05    Modification.
No modification, amendment or waiver of any provision of this Article XII, nor the consent to any departure by any Subsidiary Guarantor
therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any
Subsidiary Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar
or other circumstances.


 


SECTION 12.06    Execution
of Supplemental Indenture for Future Note Guarantors. Each Subsidiary and other Person which is required to become a Subsidiary


 




    	 	Ex. C-7	 



     


    

  


Guarantor of the Notes pursuant to Section
4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant
to which such Subsidiary or other Person shall become a Subsidiary Guarantor under this Article XII and shall guarantee the Notes.
Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion
of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed
and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent
conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a valid and binding obligation
of such guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and/or to such other matters as the
Trustee may reasonably request.


 


SECTION 12.07    Non-Impairment.
The failure to endorse a Subsidiary Guarantee on any Note shall not affect or impair the validity thereof.


 






    	 	Ex. C-8