##### 



Exhibit 4.56
   DATED 21 DECEMBER 2007
 NCL CORPORATION LTD.
(as borrower)
 NORWEGIAN SUN LIMITED
NORWEGIAN DAWN LIMITED
(as guarantors)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 DnB NOR BANK ASA
(as agent)
 
 FIRST SUPPLEMENTAL DEED TO
USD610,000,000 SECURED LOAN FACILITY AGREEMENT
dated 22 December 2006 (among other things)
 [**]




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Facility Agreement and other Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    44
    
    Representations and Warranties
    
    
    65
    
    Fee and Expenses
    
    
    76
    
    Further Assurance
    
    
    77
    
    Counterparts
    
    
    78
    
    Notices
    
    
    79
    
    Governing Law
    
    
    810
    
    Jurisdiction
    
    
    8Schedule 1
    
    Particulars of Agent and Lenders
    
    
    12Schedule 2
    
    Amended and Restated Facility Agreement
    
    
    13Schedule 3
    
    Amended and Restated Guarantee  Norwegian Sun
    
    
    114Schedule 4
    
    Amended and Restated Guarantee  Norwegian Dawn
    
    
    130Schedule 5
    
    Amended and Restated Deed of Covenants  Norwegian Sun
    
    
    146Schedule 6
    
    Amended and Restated Deed of Covenants  Norwegian Dawn
    
    
    147




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FIRST SUPPLEMENTAL DEED
 DATED 21 December 2007
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the Borrower);(2)
    
    NORWEGIAN SUN LIMITED, a company incorporated under the laws of Bermuda and having its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (Norwegian
Sun);(3)
    
    NORWEGIAN DAWN LIMITED, a company incorporated under the laws of the Isle of Man and having
its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man
IM2 4RB, British Isles (Norwegian Dawn and together with Norwegian Sun the Guarantors);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lenders and each individually a Lender); and(5)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent).
 WHEREAS
 (A)
    
    By a secured loan facility agreement dated 22 December 2006 (the Original Facility
Agreement) made between (among others) (1) the Borrower as borrower (2) the Lenders as
lenders and (3) the Agent as agent for the Lenders, the Lenders agreed to make available to
the Borrower a loan facility of up to six hundred and ten million Dollars (USD610,000,000)
(the Facility). The repayment of the Facility by the Borrower has been secured by (among
other things) guarantees and indemnities dated 28 December 2006 granted by the Guarantors (the
Original Guarantees) and mortgages and deeds of covenants dated 28 December 2006 granted by
the Guarantors respectively over m.v.s NORWEGIAN SUN and NORWEGIAN DAWN (the deeds of
covenants together the Original Deeds of Covenants).(B)
    
    The Borrower has requested the amendment of certain provisions of the Original Facility
Agreement, the Original Guarantees and the Original Deeds of Covenants (among other things) to
enable NCL Investment Ltd. (Investor I) and NCL Investment II Ltd. (Investor II and
together with Investor I the Investors), each a subsidiary of the private equity group
Apollo Management, LP, to make a one billion Dollar (USD1,000,000,000) cash equity investment
in the Borrower.As at the date of this first supplement to (among other things) the Original Facility
Agreement (this Deed), the Borrower is a wholly-owned subsidiary of Star Cruises Limited
(Star). Upon completion of the transactions contemplated by the Subscription Agreement,
the Borrower will be held by Star and the Investors in equal shares and the Investors, under
the Shareholders Agreement, will have majority control of the board of directors of the
Borrower and voting control of shares in the Borrower, with certain reserved matters subject
to the consent of Star. Accordingly, the Borrower will cease to be a subsidiary of Star and
will become a jointly controlled entity of Star and the Investors upon completion. The
Investors right to control the board of directors of the Borrower and vote Stars shares in
the Borrower on behalf of Star, and Stars consent
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rights, in each case can only be maintained if the ratio of the equity owned by one party
over that of the other party is not less than 0.6.(C)
    
    The consent of the Lenders and the Agent is given in respect of the above matters on the
terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Facility Agreement shall have the meanings
set out therein. In addition, the following terms and expressions shall have the
meanings set out below:Apollo Transaction Documents means the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Deeds of Covenants means the Original Deeds of Covenants as amended and restated
by this Deed and as set out in Schedule 5 and Schedule 6;Facility Agreement means the Original Facility Agreement as amended and restated
by this Deed and as set out in Schedule 2;Guarantees means the Original Guarantees as amended and restated by this Deed and
as set out in Schedule 3 and Schedule 4;New Shares means the new ordinary shares in the Borrower to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Borrowers enlarged share capital;Restatement Date means the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Borrower pursuant to which
the affairs of the management of the Borrower and the rights and obligations of Star
and the Investors as shareholders will be regulated;Subscription Agreementmeans the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Borrower pursuant to which the
parties have agreed that the Investors shall subscribe for and the Borrower shall
allot and issue the New Shares to the Investors for the Subscription Price; and
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Subscription Price means the aggregate subscription price of one billion Dollars
(USD1,000,000,000) payable in cash by the Investors for the New Shares pursuant to
the Subscription Agreement.1.2
    
    The provisions of Clauses 1.2, 1.3 and 1.4 of the Facility Agreement shall
apply hereto (mutatis mutandis).
 2
    
    Amendment of Original Facility Agreement and other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date each of the Original Facility Agreement, the Original
Guarantees and the Original Deeds of Covenants shall be amended and restated to read in
accordance with the amended and restated facility agreement and deeds of covenants as
set out in Schedule 2, Schedule 3, Schedule 4, Schedule 5 and Schedule 6 and (as so
amended and restated) will continue to be binding upon each of the parties thereto in
accordance with its terms as so amended and restated.2.2
    
    The Borrower and each of the Guarantors hereby confirms to the Lenders and the
Agent that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Facility Agreement in the
Security Documents to which it is a party shall be construed as references to
the Facility Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Facility Agreement shall be
defined by reference to the Facility Agreement;2.2.2
    
    the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Facility Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and2.2.4
    
    its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Facility Agreement and the other Security Documents as
amended by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders and the Agent acknowledge and
agree that, to the extent a provision of a Security Document which has not been amended
and restated by this Deed conflicts with a provision of the Facility Agreement and/or
any other Security Document which has been amended and restated by this Deed, the
provision of the Facility Agreement and/or the amended and restated Security Document
shall prevail. Further, the Lenders and the Agent will do or procure the doing of all
such acts and/or execute or procure the execution of all such documents in a form
satisfactory to the Agent as the Agent may reasonably consider necessary for giving
full effect to this Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Facility
Agreement, the Original Guarantees, the Original Deeds of Covenants and the
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other Security Documents shall remain in full force and effect and nothing herein contained
shall relieve the Borrower, either of the Guarantors or any other Obligor from any of
its respective obligations under any such documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Facility Agreement, the Original
Guarantees and the Original Deeds of Covenants provided for in Clause 2 is conditional
upon and shall not be effective unless and until the Agent has received the following
in form and substance satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and each of the Guarantors;(b)
    
    a written confirmation from the Process Agent
that it will act for the Borrower and each of the Guarantors as agent
for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement;
and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
the Borrower and each of the Guarantors (together the Relevant
Parties):
 (i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant Party of its obligations under this Deed or
if no such consents are required a certificate from a duly
appointed officer of the Relevant Party to this effect
confirming that no such consents are required;(ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a
copy of its Certificate of Incorporation and Memorandum
of Association and Bye-Laws (or equivalent
constitutional documents) evidencing power to enter
into the transactions contemplated in this Deed;(2)
    
    giving the
names of its present officers and directors;
 4




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(3)
    
    setting out
specimen signatures of such persons as are authorised
by the Relevant Party to sign documents or otherwise
undertake the
performance of that Relevant Partys obligations
under this Deed;(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and the issue of any power of attorney to execute the
same; and(6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;
 or (if applicable) certifying that there has been no change
to the statements made in his or her secretarys certificate
last provided to the Agent with respect to paragraphs (1),
(2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and
attaching copies of resolutions passed at duly convened
meetings of the directors and, if required by the Agent, the
shareholders of each of the Relevant Parties authorising (as
applicable) the execution of this Deed and the issue of any
power of attorney to execute the same; and
 (e)
    
    the original powers of attorney, if any, issued
pursuant to the resolutions referred to above and notarially attested;
 3.1.2
    
    evidence of completion having taken place under the
Subscription Agreement and in particular but without limitation of the issue of
the New Shares to the Investors and of the payment of the Subscription Price by
the Investors to the Borrower;3.1.3
    
    evidence that each of the Lenders has received payment of the
restructuring fee to which it is entitled as more particularly described in
Clause 5.1; and3.1.4
    
    the issue of such favourable written legal opinions including
in respect of Bermuda and the Isle of Man in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby and by the
Apollo Transaction Documents governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Restatement
Date (subject to Clause 3.2).3.2
    
    If the Agent in accordance with clause 22 of the Original Facility Agreement
decides to permit the amendment and restatement of the Original Facility Agreement, the
Original Guarantees and the Original Deeds of Covenants hereby
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without having received
all of the documents or evidence referred to in Clause 3.1, the Borrower will
nevertheless deliver the remaining documents or evidence to the Agent within fourteen
(14) days of the Restatement Date (or such other
period as the Agent may stipulate) and the amendment and restatement of the Original
Facility Agreement, the Original Guarantees and the Original Deeds of Covenants as
aforesaid shall not be construed as a waiver of the Agents right to receive the
documents or evidence as aforesaid nor shall this provision impose on the Agent or
the Lenders any obligation to permit the amendment and restatement in the absence of
such documents or evidence.
 4
    
    Representations and Warranties
 4.1
    
    The Borrower and each of the Guarantors represents and warrants to the Agent
and the Lenders that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions and documents;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Agent;4.1.4
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and
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4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Agent in deciding whether or not to
enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5) Business
Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any
other loan or other facility to the Borrower or any other member of the NCLC Group
shall only be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Original Facility Agreement or the
Facility Agreement to the contrary, no Lender shall be required to share with the other
Lenders and/or the Agent any such restructuring fee received.5.2
    
    The Borrower and the Guarantors jointly and severally undertake to reimburse
the Agent and the Lenders on demand of the Agent on a full indemnity basis for the
reasonable charges and expenses (together with value added tax or any similar tax
thereon and including without limitation the fees and expenses of legal and other
advisers) incurred by the Agent and/or the Lenders in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and any
other documents required in connection with the implementation of this Deed.
 6
    
    Further AssuranceThe Borrower and each of the Guarantors will, from time to time on being required to do so
by the Agent, do or procure the doing of all such acts and/or execute or procure the
execution of all such documents in a form satisfactory to the Agent as the Agent may
reasonably consider necessary for giving full effect to this Deed or any of the documents
contemplated hereby or securing to the Agent the full benefit of the rights, powers and
remedies conferred upon the Agent in any such document.7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or a Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of the Chief Financial Officer and the Legal Department) (but one (1)
copy shall suffice). Any notice, demand or other communication to be made or delivered
by the Borrower or a Guarantor pursuant to this Deed shall (unless the Agent has by
fifteen (15) days written notice to the Borrower or the Guarantor specified another
address) be made or delivered to the Agent at its Lending Branch, the details of which
are set out in Schedule 1.
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8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantors is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) and in the case of the Agent is as recorded in Schedule 1)
specified by it from time to time for the purpose and shall be deemed to have been
received when transmission of such telefax communication has been completed. Each such
telefax communication, if made to the Agent by the Borrower or a Guarantor, shall be
signed by the person or persons authorised in writing by the Borrower or the Guarantor
(as the case may be) and whose signature appears on the list of specimen signatures
contained in the secretarys certificate required to be delivered by Clause 3 and shall
be expressed to be for the attention of the department or officer whose name has been
notified for the time being for that purpose by the Agent to the Borrower and the
Guarantor.8.3
    
    The provisions of clauses 21.1, 21.5 and 21.6 of the Original Facility
Agreement shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.10.2
    
    Neither the Borrower nor either of the Guarantors may, without the Agents
prior written consent, terminate the appointment of the Process Agent; if the Process
Agent resigns or its appointment ceases to be effective, the Borrower and/or the
Guarantors (as the case may be) shall within fourteen (14) days appoint a company which
has premises in London and has been approved by the Agent to act as the Borrowers
and/or the Guarantors (as the case may be) process agent with unconditional authority
to receive and acknowledge service on behalf of the Borrower and/or the Guarantors of
all process or other documents connected with proceedings in the English courts which
relate to this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, the Borrower and
each of the Guarantors irrevocably agrees that, if it for any reason fails to appoint a
process agent within the period specified in Clause 10.2, the Agent may appoint any
person (including a company controlled by or associated with the Agent or any Lender)
to act as the Borrowers or that Guarantors (as the case may be) process agent in
England with the unconditional authority described in Clause 10.2.
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10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantors (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantors (as the case may be)) shall invalidate any proceedings or judgment.10.5
    
    The Borrower and each of the Guarantors appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantors (as
the case may be) and may be enforced without review in any other jurisdiction.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or the
Lenders may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.10.8
    
    In this Clause judgment includes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul Turner
    
    )for and on behalf of
    
    )
    
    /s/ Paul TurnerNCL CORPORATION LTD.
    
    )in the presence of: Grace Yuen Yee Fung
    
    )Trainee SolicitorOne St. Pauls ChurchyardLondon EC4M 8SHSIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul Turner
    
    )for and on behalf of
    
    )
    
    /s/ Paul TurnerNORWEGIAN SUN LIMITED
    
    )in the presence of: As above
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul Turner
    
    )for and on behalf of
    
    )
    
    /s/ Paul TurnerNORWEGIAN DAWN LIMITED
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggDnB NOR BANK ASA
    
    )as a Lender, the Swingline Lender and the Agent
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by
    
    )for and on behalf of
    
    )CITIBANK N.A.
    
    )in the presence of:
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    )Hamburg Branch
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggKfW
    
    )in the presence of: As above
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggNORDDEUTSCHE LANDESBANK
    
    )GIROZENTRALE
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggNORDEA BANK NORGE ASA
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggBANK OF SCOTLAND PLC
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggHSH NORDBANK AG
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggCAROLINA FIRST BANK
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggBNP PARIBAS
    
    )in the presence of: As above
    
    )
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Schedule 1
 Particulars of Agent and Lenders
 12




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Schedule 2
 Amended and Restated Facility Agreement
 13




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DATED 22 DECEMBER 2006
 NCL CORPORATION LTD.
(as borrower)
 DnB NOR BANK ASA
CITIBANK N.A.
COMMERZBANK AKTIENGESELLSCHAFT
KfW
NORDEA BANK NORGE ASA
NORDDEUTSCHE LANDESBANK GIROZENTRALE
(as mandated lead arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as original lenders)
 DnB NOR BANK ASA
(as agent)
 UP TO USD610,000,000
REVOLVING LOAN FACILITY AGREEMENT
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 [**]
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CONTENTS
 Page1
    
    
    
    Definitions and Construction
    
    
    191.1
    
    Definitions
    
    
    191.2
    
    Construction
    
    
    341.3
    
    Agent
    
    
    351.4
    
    Third party rights
    
    
    352
    
    
    
    The Facility
    
    
    352.1
    
    Availability
    
    
    352.2
    
    Purpose and Application
    
    
    362.3
    
    Advance of a Revolving Credit Facility Drawing to the Borrower
    
    
    362.4
    
    Advance of a Swingline Facility Drawing to the Borrower
    
    
    372.5
    
    Break costs
    
    
    382.6
    
    Conditions of drawdown
    
    
    382.7
    
    Several obligations of the Lenders
    
    
    382.8
    
    Lenders failure to perform
    
    
    382.9
    
    Fulfilment of conditions after drawdown
    
    
    383
    
    
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
    
    
    393.1
    
    Repayment
    
    
    393.2
    
    Scheduled reductions of Commitments to the Facility
    
    
    393.3
    
    Sale or Total Loss of a Vessel: mandatory cancellation
    
    
    393.4
    
    Amounts payable on prepayment
    
    
    403.5
    
    Notice of prepayment
    
    
    403.6
    
    Voluntary cancellation of Commitments
    
    
    413.7
    
    Additional partial cancellation
    
    
    413.8
    
    Prepayment during Term
    
    
    413.9
    
    Mandatory cancellation in case of illegality
    
    
    413.10
    
    Voluntary cancellation following imposition of Substitute Basis
    
    
    423.11
    
    Cancellation in case of Total Loss of a Vessel
    
    
    423.12
    
    Cancellation in case of sale of a Vessel
    
    
    434
    
    
    
    Interest
    
    
    434.1
    
    Payment of interest
    
    
    434.2
    
    Selection and duration of Interest Periods
    
    
    434.3
    
    No notice and unavailability
    
    
    444.4
    
    Extension and shortening of Interest Periods
    
    
    444.5
    
    Interest Rate
    
    
    444.6
    
    Bank basis
    
    
    444.7
    
    Default interest
    
    
    455
    
    
    
    Swingline Facility
    
    
    455.1
    
    Swingline Lenders participation
    
    
    455.2
    
    Relationship with the Revolving Credit Facility
    
    
    455.3
    
    Reallocation
    
    
    466
    
    
    
    Substitute Basis of Funding
    
    
    47
 15




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##### 



Page6.1
    
    Market disturbance
    
    
    476.2
    
    Suspension of drawdown
    
    
    476.3
    
    Certificates of Substitute Basis
    
    
    486.4
    
    Review
    
    
    487
    
    
    
    Payments
    
    
    487.1
    
    Place for payment
    
    
    487.2
    
    Deductions and grossing-up
    
    
    487.3
    
    Production of receipts for Taxes
    
    
    497.4
    
    Currency of account
    
    
    497.5
    
    Money of account
    
    
    507.6
    
    Accounts
    
    
    507.7
    
    Earnings
    
    
    507.8
    
    Continuing security
    
    
    517.9
    
    Mitigation
    
    
    518
    
    
    
    Yield Protection and Force Majeure
    
    
    518.1
    
    Increased costs
    
    
    518.2
    
    Force Majeure
    
    
    529
    
    
    
    Representations and Warranties
    
    
    539.1
    
    Duration
    
    
    539.2
    
    Representations and warranties
    
    
    5310
    
    
    
    Undertakings
    
    
    5810.1
    
    Duration
    
    
    5810.2
    
    Information
    
    
    5810.3
    
    Financial Undertakings
    
    
    5910.4
    
    Dividends
    
    
    6010.5
    
    Notification of default
    
    
    6110.6
    
    Consents and registrations
    
    
    6110.7
    
    Negative pledge
    
    
    6110.8
    
    Disposals
    
    
    6210.9
    
    Purchases
    
    
    6210.10
    
    Change of name or business
    
    
    6310.11
    
    Mergers
    
    
    6310.12
    
    Maintenance of status and franchises
    
    
    6410.13
    
    Financial records
    
    
    6410.14
    
    Subordination of indebtedness
    
    
    6410.15
    
    Guarantees
    
    
    6410.16
    
    Further assurance
    
    
    6410.17
    
    Valuation of the Vessels
    
    
    6510.18
    
    Marginal security
    
    
    6510.19
    
    Financial year end
    
    
    6610.20
    
    Maintenance and insurance
    
    
    6610.21
    
    Vessels
    
    
    6611
    
    
    
    Rights of the Agent and the Lenders
    
    
    6611.1
    
    No derogation of rights
    
    
    6611.2
    
    Enforcement of remedies
    
    
    66
 16




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##### 



Page12
    
    
    
    Default
    
    
    6712.1
    
    Events of default
    
    
    6712.2
    
    Acceleration
    
    
    7212.3
    
    Default indemnity
    
    
    7312.4
    
    Set off
    
    
    7312.5
    
    Master Agreement rights
    
    
    7413
    
    
    
    Application of Funds
    
    
    7413.1
    
    Total Loss proceeds/proceeds of sale
    
    
    7413.2
    
    General funds/Event of Default monies
    
    
    7513.3
    
    Application of proceeds of Insurances
    
    
    7613.4
    
    Suspense account
    
    
    7614
    
    
    
    Fees
    
    
    7714.1
    
    Commitment fee
    
    
    7714.2
    
    Other fees
    
    
    7715
    
    
    
    Expenses
    
    
    7715.1
    
    Initial expenses
    
    
    7715.2
    
    Enforcement expenses
    
    
    7715.3
    
    Stamp duties
    
    
    7716
    
    
    
    Waivers, Remedies Cumulative
    
    
    7816.1
    
    No waiver
    
    
    7816.2
    
    Remedies cumulative
    
    
    7816.3
    
    Severability
    
    
    7816.4
    
    Time of essence
    
    
    7817
    
    
    
    Counterparts
    
    
    7818
    
    
    
    Changes to the Lenders
    
    
    7818.1
    
    Assignments and transfers by the Lenders
    
    
    7818.2
    
    Conditions of assignment or transfer
    
    
    7918.3
    
    Assignment or transfer fee
    
    
    8018.4
    
    Limitation of responsibility of Existing Lenders
    
    
    8018.5
    
    Procedure for transfer
    
    
    8018.6
    
    Copy of Transfer Certificate to Borrower
    
    
    8118.7
    
    Disclosure of information
    
    
    8118.8
    
    Borrowers co-operation
    
    
    8219
    
    
    
    Changes to the Borrower
    
    
    8220
    
    
    
    Reference Banks and Agent
    
    
    8220.1
    
    Reference Banks
    
    
    8220.2
    
    Decision making
    
    
    8220.3
    
    The Agent
    
    
    8420.4
    
    Retirement and replacement of the Agent
    
    
    8721
    
    
    
    Notices
    
    
    89
 17




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##### 



Page21.1
    
    Mode of communication
    
    
    8921.2
    
    Address
    
    
    8921.3
    
    Telefax communication
    
    
    8921.4
    
    Electronic mail
    
    
    8921.5
    
    Receipt
    
    
    9021.6
    
    Language
    
    
    9122
    
    
    
    Governing Law
    
    
    9123
    
    
    
    Waiver of Immunity
    
    
    9124
    
    
    
    Jurisdiction
    
    
    91Schedule 1 Particulars of Agent, Mandated Lead Arrangers and Original Lenders
    
    
    95Schedule 2 Notice of Drawdown
    
    
    96Schedule 3 Conditions Precedent
    
    
    97Schedule 4 Confidentiality Undertaking
    
    
    98Schedule 5 Transfer Certificate
    
    
    99Schedule 6 Quarterly Statement of Financial Covenants
    
    
    101Schedule 7 Apollo-Related Transactions
    
    
    103
 18




---



##### 



FACILITY AGREEMENT
 Dated 22 December 2006 (as amended and restated on 21 December 2007)
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.A company organised and existing under the laws of Bermuda with its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as borrower
(the Borrower);(2)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as mandated lead arrangers
and underwriters (collectively the Mandated Lead Arrangers and each individually a Mandated
Lead Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Original Lenders and each individually an Original Lender and including, unless the
context otherwise requires, the Swingline Lender); and(4)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent).
 WHEREAS:
  NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the Borrower and its
consolidated Subsidiaries together with the auditors report;Advance Date, in relation to any Drawing, means the date on which that Drawing is
advanced to the Borrower pursuant to Clause 2.3 or Clause 2.4 and applied in
accordance with the relevant part of Clause 2.2;Affiliate means, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of this
definition, control (including, with correlative meanings, the terms
controlling, controlled by and under common control with), as applied to any
person, means the possession, directly or indirectly, of the power to vote ten per
cent (10%) or more of the securities having voting power for the election of
directors of such person, or otherwise to direct or cause the direction of the
 19




---



##### 



Agreement
 Apollo
 Apollo-Related Transactions
 Apollo Transaction Documents
 Applicable Margin
 Total Funded Debt :Consolidated EBITDA
    
    Applicable Margin[**]
    
    One point five per cent (1.50%)[**]
    
    [**][**]
    
    [**][**]
    
    [**]
 PROVIDED THAT
 Approved Stock Exchange
 Associated Company
 Availability Period
 Available Commitment
 Business Day
 Cash Balance
 20




---



##### 



Certified Copy
 Charges
 Commitment
 Commitment Period
 Compulsory Acquisition
 Confidentiality Undertaking
 Confirmation
 Consolidated Debt Service
 (i)
    
    the aggregate principal payable or paid during such period on
any Indebtedness for Borrowed Money of any member of the NCLC Group, other
than:
 (a)
    
    principal of any such Indebtedness for Borrowed
Money prepaid at the option of the relevant member of the NCLC Group;
 21




---



##### 



(b)
    
    principal of any such Indebtedness for Borrowed
Money prepaid upon the sale or Total Loss of any vessel owned or leased
under a capital lease by any member of the NCLC Group or under an
Apollo-Related Transaction; and(c)
    
    balloon payments of any such Indebtedness for
Borrowed Money payable during such period (and for the purpose of this
paragraph (c) a balloon payment shall not include any scheduled
repayment instalment of such Indebtedness for Borrowed Money which
forms part of the balloon) or under an Apollo-Related Transaction;
 (ii)
    
    Consolidated Interest Expense for such period;(iii)
    
    the aggregate amount of any dividend or distribution of
present or future assets, undertakings, rights or revenues to any shareholder
of any member of the NCLC Group (other than the Borrower or one of its wholly
owned Subsidiaries) or any distribution in respect of share capital during such
period (Distributions) other than the Distributions described in Clauses
10.4.1(a) and (d); and(iv)
    
    all rent under any capital lease obligations by which the
Borrower or any consolidated Subsidiary is bound which are payable or paid
during such period and the portion of any debt discount that must be amortised
in such period,
  Consolidated EBITDA
 (i)
    
    Consolidated Net Income from the Borrowers operations for such
period; and(ii)
    
    the aggregate amounts deducted in determining Consolidated Net
Income for such period in respect of gains and losses from the sale of assets
or reserves relating thereto, Consolidated Interest Expense, depreciation and
amortisation, impairment charges and any other non-cash charges and deferred
income tax expense for such period;
 Consolidated Interest Expense
 Consolidated Net Income
 Contribution
 22




---



##### 



Co-ordination Deeds
 Credit Support Document
 Credit Support Provider
 Disclosure Letter
 Dollars USD
 Drawdown Notice
 Drawing
 Earnings
 Earnings Assignments
 23




---



##### 



Encumbrance
 Event of Default
 Facility
 Final Maturity Date
 Finance Parties Finance Party
 Financial Indebtedness
 First
Supplemental Deed
 Force Majeure
 Free Liquidity
 Fund th rd
 Fund Affiliate
 Guarantees
 24




---



##### 



Holding Company
 Indebtedness for Borrowed Money
 (i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and
other charges on or in respect of any of the foregoing);(iii)
    
    the amount of any liability in respect of leases which, in
accordance with US GAAP, are capital leases;(iv)
    
    the amount of any liability in respect of the purchase price
for assets or services payment of which is deferred for a period in excess of
one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in
respect of amounts paid under a letter of credit or similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial
Indebtedness falling within paragraphs (i) to (v) above;
 PROVIDED THAT
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders;(b)
    
    loans and advances made by any shareholder of the Borrower
which are subordinated to the rights of the Lenders; and(c)
    
    any Master Agreement Liabilities and any similar liabilities of
the Borrower or any other member of the NCLC Group to a counterparty under any
other master agreement relating to interest or currency exchange transactions
of a non-speculative nature;
 Insurance Assignments
 Insurances
 25




---



##### 



Interest Payment Date
 Interest Period
 Interest Rate
 Investor I
 Investor II
 Investors
 LIBOR
 (i)
    
    the offered rate for deposits in Dollars for a period
equivalent to such Interest Period which appears on the Reuters BBA Page LIBOR
01 at or about 11.00 a.m. London time on the Quotation Date; or(ii)
    
    if no rate is provided for the respective Interest Period on
the Reuters BBA Page LIBOR 01, the interpolated rate per annum for deposits in
Dollars in an amount approximately equal to the Revolving Credit Facility
Drawing as calculated by the Agent, such interpolated rate to be based on the
Reuters BBA Page LIBOR 01 PROVIDED THATLIBOR for periods of less than one (1)
week will be ascertained under sub-section (iii) below;
  (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Dollars in an amount approximately equal to the Revolving Credit Facility
Drawing are offered to such Reference Bank by leading banks in the London
Interbank Market at such Reference Banks request at or about 11.00 a.m. London
time on the Quotation Date for a period equal to the Interest Period and for
delivery on the first Business Day thereof;
 Lender
 (i)
    
    any Original Lender; and
 26




---



##### 



(ii)
    
    any bank, financial institution, trust, fund or other entity
which has become a party to this Agreement in accordance with Clause 18,
  Lending Branch
 Lim Family
 (i)
    
    the late Tan Sri Lim Goh Tong;(ii)
    
    his spouse;(iii)
    
    his direct lineal descendants;(iv)
    
    the personal estate of any of the above persons; and(v)
    
    any trust created for the benefit of one or more of the above
persons and their estates;
 Majority Lenders
 (a)
    
    if a Drawing has not then been advanced, a Lender or Lenders
whose Commitments aggregate more than sixty seven per cent (67%) of the
aggregate total of the Commitments (or, if the aggregate total of the
Commitments have been reduced to zero, aggregated more than sixty seven per
cent (67%) of the aggregate total of the Commitments immediately prior to the
reduction); or(b)
    
    at any other time, a Lender or Lenders whose Contributions to
the Facility aggregate more than sixty seven per cent (67%) of the Facility
then outstanding;
 Management Agreements
 Management Agreement Assignments
 Manager
 27




---



##### 



Mandatory Cost
 Master Agreement
 Master Agreement Liabilities
 Material Adverse Effect
 Maturity Date
 Maximum Facility Amount
 Maximum Revolving Credit Facility Amount
 Maximum Swingline Facility Amount
 Maximum Tranche Amount
 month PROVIDED THAT
 28




---



##### 



Mortgages
 NCL America Holdings
 NCLC Fleet
 NCLC Group Cash Balance Consolidated Debt Service Consolidated Interest Expense Consolidated Net Income Total Capitalisation Total Funded Debt Total Net Funded Debt NCLC Group
 Norwegian Dawn
 Norwegian Sun
 Obligors
 Outstanding Indebtedness
 Owners
 Permitted Indebtedness
 (i)
    
    prior to the Signing Date and notified by the Borrower to the
Agent prior to the Signing Date;(ii)
    
    hereunder;(iii)
    
    after the Signing Date, subject to the provisions of this
Agreement, at arms length on usual terms and subject to the Borrower first
notifying the Agent
 29




---



##### 



with full details of the amount(s) to be borrowed or raised and the
Encumbrances to be created to secure the repayment of such monies; and(iv)
    
    Permitted Refinancing Indebtedness;
 Permitted Liens PROVIDED THAT PROVIDED FURTHER THAT
 Permitted Refinancing Indebtedness
 Process Agent
 Quotation Date
 30




---



##### 



PROVIDED THAT
 Reduction Dates
 Reference Banks
 Reimbursement Agreement
 Renewal Date
 Renewal Notice
 Restatement Date
 Reuters BBA Page LIBOR 01
 Revolving Credit Facility
 Revolving Credit Facility Drawing
 Same Day Funds
 Security Documents
 31




---



##### 



Security Period
 Shareholder
 Shareholders Agreement
 Signing Date
 Star
 Subscription Agreement
 Subsidiary
 Substitute Basis
 Suspension Notice
 Swingline Facility
 Swingline Facility Drawing
 Swingline Lender
 (i)
    
    DnB NOR Bank ASA; or(ii)
    
    any other person that becomes a Swingline Lender after the
Signing Date in accordance with Clause 18,
  32




---



##### 



Taxes Taxation
 Term PROVIDED THAT PROVIDED THAT
 Third Party acting in concert
 Total Capitalisation
 Total Funded Debt
 Total Loss
 Total Net Funded Debt
 (i)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(ii)
    
    the amount of any Indebtedness for Borrowed Money of any person
which is not a member of the NCLC Group but which is guaranteed by a member of
the NCLC Group as at such date;
  Tranche 1
 Tranche 2
 33




---



##### 



Transaction
 Transaction Documents
 Transfer Certificate
 Transfer Date
 Transferee
 US GAAP
 Vessels Vessel
 Name
    
    Flag
    
    Berths
    
    OwnerNORWEGIAN DAWN
    
    Bahamas
    
    
    2,220
    
    
    Norwegian Dawn LimitedNORWEGIAN SUN
    
    Bahamas
    
    
    1,940
    
    
    Norwegian Sun Limited
 1.2
    
    Construction
  1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Agreement unless otherwise stated and
references to this Agreement are to be construed as references to this
Agreement including its Schedules;
 34




---



##### 



1.2.3
    
    subject to Clause 9.2.21 and Clause 9.1, references to (or to any specified
provision of) this Agreement or any other document shall be construed as
references to this Agreement, that provision or that document as from time to
time amended, supplemented and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent shall not be deemed
to have accepted such matter unless its acceptance is communicated in writing;
the Agent may give or withhold its consent, approval or acceptance at its
unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    Agent
  1.4
    
    Third party rights
  2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility which is of a revolving
nature. The Revolving Credit Facility and the Swingline Facility shall be
available to the Borrower during the Availability Period subject to the
provisions of Clause 2.2, Clause 2.3 and Clause 2.4. Each Drawing shall be
repaid on its Maturity Date. However, a Term of a Revolving Credit Facility
Drawing may be extended to the end of the succeeding Interest Period in respect
of that Drawing by the giving of a Renewal Notice by the
 35




---



##### 



Borrower to the Agent not later than 9.00 a.m. London time four (4) Business
Days prior to the commencement of the relevant Interest Period.2.1.2
    
    Each Lender shall advance its Contribution to a Revolving Credit Facility
Drawing in the proportion which its Commitment for the time being bears to the
other Commitments of the Lenders to the Revolving Credit Facility.2.1.3
    
    None of the Agent or any other Lender shall be liable for any failure or
delay on the part of any Lender in making any advance hereunder nor shall the
Agent have any obligation to seek to procure additional Lenders in the event of
such a failure PROVIDED THATif any Lender should fail to advance its
Contribution to an advance hereunder, that Lender and the Agent will take all
reasonable steps to mitigate the effect of that failure. Notwithstanding the
aforesaid proviso, no Lender shall be obliged to increase its Contribution
hereunder in respect of the failure by any other Lender to fund any
Contribution.2.1.4
    
    The Swingline Lender shall advance its Contribution to a Swingline Facility
Drawing in the proportion which its Commitment for the time being bears to the
other Commitments of the Lenders to the Swingline Facility.2.1.5
    
    The Swingline Lender shall advance its Contribution to each Swingline
Facility Drawing through its Lending Branch in New York.
 2.2
    
    Purpose and Application
 2.2.1
    
    The Borrower shall apply or procure the application of the Revolving Credit
Facility in refinance of all existing indebtedness relating to the Vessels and
for general corporate purposes for the Borrower and its Subsidiaries.2.2.2
    
    The Borrower shall apply or procure the application of the Swingline Facility
for general short term corporate purposes of the Borrower PROVIDED THATa
Swingline Facility Drawing may not be applied in repayment or prepayment of
another Swingline Facility Drawing.2.2.3
    
    None of the Lenders or the Agent shall be bound to monitor or verify the
application of any amount borrowed under this Agreement.
 2.3
    
    Advance of a Revolving Credit Facility Drawing to the Borrower
  2.3.1
    
    the Agent receives notice of the Borrowers request for the Revolving Credit
Facility Drawing by not later than 9.00 a.m. London time four (4) Business Days
prior to the Advance Date in the form of Schedule 2;2.3.2
    
    the Advance Date proposed is a Business Day within the relevant Availability
Period;2.3.3
    
    the Revolving Credit Facility Drawing is in a minimum amount of ten million
Dollars (USD10,000,000);2.3.4
    
    on any Advance Date not more than [**] Revolving
Credit Facility Drawings will be outstanding;
 36




---



##### 



2.3.5
    
    the drawdown of the Revolving Credit Facility Drawing would not result in the
amount of the Facility exceeding the Maximum Facility Amount on the Advance
Date;2.3.6
    
    no Event of Default has occurred before the relevant Advance Date and such
drawing would not constitute an Event of Default;2.3.7
    
    the representations and warranties set out in Clause 9 and each of the other
Security Documents are correct on the relevant Advance Date;2.3.8
    
    no event or circumstance has occurred which the Majority Lenders believe has
had or reasonably believe will have a Material Adverse Effect; and2.3.9
    
    it is then lawful for each of the Lenders to make available its relevant
Contribution to the Revolving Credit Facility Drawing.
 2.4
    
    Advance of a Swingline Facility Drawing to the Borrower
  2.4.1
    
    the Swingline Lender receives notice of the Borrowers request for the
Swingline Facility Drawing by 10.00 a.m. New York time on the Advance Date in
the form of Schedule 2 (only one Swingline Facility Drawing may be requested in
each such notice);2.4.2
    
    the Advance Date proposed is a Business Day within the Availability Period;2.4.3
    
    the Swingline Facility Drawing is in a minimum amount of two million Dollars
(USD2,000,000);2.4.4
    
    on any Advance Date not more than [**] Swingline
Facility Drawings will be outstanding;2.4.5
    
    the drawdown of the Swingline Facility Drawing would not result in the amount
of the Swingline Facility exceeding the Maximum Swingline Facility Amount on
the Advance Date;2.4.6
    
    the drawdown of the Swingline Facility Drawing would not result in the amount
of the Facility exceeding the Maximum Facility Amount on the Advance Date;2.4.7
    
    no Event of Default has occurred before the relevant Advance Date and such
drawing would not constitute an Event of Default;2.4.8
    
    the representations and warranties set out in Clause 9 and each of the other
Security Documents are correct on the relevant Advance Date;2.4.9
    
    no event or circumstance has occurred which the Majority Lenders believe has
had or reasonably believe will have a Material Adverse Effect; and2.4.10
    
    it is then lawful for the Swingline Lender to make available its relevant
Contribution to the Swingline Facility Drawing.
 37




---



##### 



2.5
    
    Break costs
  2.6
    
    Conditions of drawdown
  2.7
    
    Several obligations of the Lenders
  2.8
    
    Lenders failure to perform
  2.9
    
    Fulfilment of conditions after drawdown
  38




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3
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
 3.1
    
    Repayment
 new
Drawing maturing Drawing
 3.1.1
    
    the maturing Drawing shall be deemed to have been repaid on its Maturity Date
either in whole (if the new Drawing is equal to or greater than the maturing
Drawing) or in part (if the new Drawing is less than the maturing Drawing); and3.1.2
    
    to the extent that the maturing Drawing is so deemed to have been repaid, the
principal amount of the new Drawing to be made on such date shall be deemed to
have been credited to the account of the Borrower by the Agent on behalf of the
Lenders in accordance with the terms of this Agreement and the Lenders shall
only be obliged to make available to the Borrower pursuant to Clause 2.3 or
Clause 2.4 a principal amount equal to the amount by which the new Drawing
exceeds the maturing Drawing.
  3.2
    
    Scheduled reductions of Commitments to the Facility
 3.2.1
    
    Subject to the second paragraph of this Clause 3.2.1, on each of the
Reduction Dates the Maximum Facility Amount as at the Signing Date shall be
reduced by [**] Dollars [**].The Borrower shall pay to the Agent all accrued interest on the reduction
amount to that Reduction Date. Amounts repaid by the Borrower pursuant to
this Clause 3.2.1 shall not be available for reborrowing.3.2.2
    
    Without prejudice to any other provision of this Agreement, the Commitments
to the Facility shall be reduced to zero on the Final Maturity Date.3.2.3
    
    The Maximum Swingline Facility Amount shall not be reduced prior to the Final
Maturity Date save to the extent that the aggregate of the Available
Commitments does not exceed the Maximum Swingline Facility Amount.
 3.3
    
    Sale or Total Loss of a Vessel: mandatory cancellation
  39




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##### 



3.4
    
    Amounts payable on prepayment
  3.4.1
    
    accrued interest on the amount to be prepaid to the date of such prepayment
(calculated in respect of any period during which a Substitute Basis has
applied by virtue of Clause 6.3, at the rate per annum more particularly
described in Clause 6.2);3.4.2
    
    any additional amounts payable under Clause 7.2 and Clause 8.1;3.4.3
    
    costs certified by the Agent as necessary to compensate the Lenders for the
cost of repaying fixed deposits borrowed to fund any part of any Drawing or the
Facility which is prepaid before the relevant Maturity Date or the fixed term
by reference to which the relevant Interest Rate has been ascertained; and3.4.4
    
    all other sums payable by the Borrower to the relevant Lender under this
Agreement including, without limitation, any accrued commitment fee payable
under Clause 14.1.
 3.5
    
    Notice of prepayment
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3.6
    
    Voluntary cancellation of Commitments
  3.7
    
    Additional partial cancellation
  3.8
    
    Prepayment during Term
  3.9
    
    Mandatory cancellation in case of illegality
  41




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3.10
    
    Voluntary cancellation following imposition of Substitute Basis
  3.11
    
    Cancellation in case of Total Loss of a Vessel
   3.11.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time on the actual
date of loss or, if that is not known, on the date on which the Vessel was last
heard of;
 42




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##### 



3.11.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on
the date on which the requisition is expressed to take effect by the person
requisitioning the Vessel; or3.11.3
    
    if it consists of a constructive or compromised or arranged or agreed total
loss or damage to the Vessel rendering repair impracticable or uneconomical or
rendering the Vessel permanently unfit for normal use, at noon Greenwich Mean
Time on the date on which notice claiming the loss of the Vessel is given to
its insurers.
 3.12
    
    Cancellation in case of sale of a Vessel
  4
    
    Interest
 4.1
    
    Payment of interest
  4.2
    
    Selection and duration of Interest Periods
 4.2.1
    
    The Borrower may give notice to the Agent to be received by the Agent not
later than 9.00 a.m. London time four (4) Business Days prior to the
commencement of each Interest Period in respect of a Revolving Credit Facility
Drawing, specifying whether that Interest Period is to be of one (1) months or
three (3) or six (6) months duration or of such other period as the Borrower
and all the Lenders may agree PROVIDED THATno more than three (3) Interest
Periods of one (1) months duration may be requested in any one (1) calendar
year in respect of the Revolving Credit Facility. Interest Periods shall
commence, in the case of the first in respect of a Revolving Credit Facility
Drawing, on the relevant Advance Date and, in the case of Interest Periods
other than the first, on the expiry of the preceding Interest Period. Each
Interest Period shall, subject to the following provisions of this Clause 4, be
of a duration selected by the Borrower as above PROVIDED THATthe final
Interest Period in respect of a Revolving Credit Facility Drawing shall end on
the Maturity Date of that Revolving Credit Facility Drawing.4.2.2
    
    The Borrower may give notice to the Swingline Lender with a copy to the
Agent, to be received by the Swingline Lender and the Agent not later than
10.00 a.m. New York time on the Advance Date in respect of a Swingline Facility
Drawing, specifying whether that Interest Period is to be of one (1), two (2),
three (3), four (4) or five (5) Business Days duration. Interest
 43




---



##### 



Periods shall commence on the relevant Advance Date. Each Interest Period
shall, subject to the following provisions of this Clause 4, be of a
duration selected by the Borrower as above PROVIDED THATno Interest Period
in respect of a Swingline Facility Drawing shall end after the Final
Maturity Date.
 4.3
    
    No notice and unavailability
  4.4
    
    Extension and shortening of Interest Periods
 4.4.1
    
    If an Interest Period would otherwise end on a day which is not a Business
Day, the Interest Period shall be extended until the next following Business
Day unless the next following Business Day falls in the next calendar month in
which case the Interest Period will be shortened to expire on the preceding
Business Day.4.4.2
    
    If an Interest Period commences on the last Business Day in a month and if
there is no day in the month in which the Interest Period will end which
corresponds numerically to the day on which it begins, the Interest Period
shall end on the last Business Day in that month.
 4.5
    
    Interest Rate
 4.5.1
    
    Subject to Clause 4.7, Clause 5.3 and Clause 6, the rate of interest
applicable to a Revolving Credit Facility Drawing during an Interest Period
shall be the rate per annum which is the sum of LIBOR, the Applicable Margin
and Mandatory Costs.4.5.2
    
    Subject to Clause 4.7 and Clause 6, the rate of interest applicable to a
Swingline Facility Drawing during an Interest Period shall be the rate per
annum which is the sum of the British Bankers Association overnight rate for
Dollars which appears on the Reuters BBA Page LIBOR 01 at or about 11.00 a.m.
London time on the Advance Date, the aggregate of the Applicable Margin and
[**] per cent [**] and
Mandatory Costs.
 4.6
    
    Bank basis
  44




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##### 



4.7
    
    Default interest
  5
    
    Swingline Facility
 5.1
    
    Swingline Lenders participation
  5.2
    
    Relationship with the Revolving Credit Facility
 5.2.1
    
    The Revolving Credit Facility may be used by way of the Swingline Facility.
The Swingline Facility is not independent of the Revolving Credit Facility.5.2.2
    
    Notwithstanding any other term of this Agreement the Swingline Lender is only
obliged to advance a Swingline Facility Drawing to the extent that it would not
result in its Commitment in the Facility exceeding its Available Commitment
after the earlier of the relevant Due Date and the relevant Reallocation Date.
 45




---



##### 



5.3
    
    Reallocation
 5.3.1
    
    If a Swingline Facility Drawing is not repaid in full on its due date (the
Due Date), the Agent shall (on being requested to do so in writing by the
Swingline Lender) set the date (the Reallocation Date) on which payments
shall be made between the Lenders to re-distribute the unpaid amount between
them. The Reallocation Date shall be the third (3rd) Business Day
after the Due Date. The Agent shall give notice to each affected Lender of the
Reallocation Date not later than 10.00 a.m. London time two (2) Business Days
prior to the Reallocation Date and notify it of the amounts to be paid or
received by it. Interest shall be payable on the Swingline Facility Drawing
between the Due Date and the Reallocation Date in accordance with Clause 5.3.2.
The Interest Period shall commence on the Due Date and expire on the
Reallocation Date.5.3.2
    
    On the Reallocation Date each Lender shall pay to the Agent its proportion of
the Unpaid Amount less its Unpaid Swingline Participation (if any). If this
produces a negative figure for a Lender no amount need be paid by that Lender.
Any such payment made shall be deemed to be a Contribution of that Lender to a
Revolving Credit Facility Drawing. The Interest Rate applicable to the Unpaid
Amount shall be the rate per annum which is the sum of LIBOR, the aggregate of
the Applicable Margin and [**] and Mandatory Costs.
The Interest Period shall be of one (1) months duration. The provisions of
Clause 2.3 shall not apply to the deemed Revolving Credit Facility Drawing.
 proportion
 (a)
    
    its Commitment (or, if its Commitment is then
zero, its Commitment immediately prior to its reduction to zero) minus
its Contribution to the Facility (but ignoring its Contribution to the
unpaid Swingline Facility Drawing): to(b)
    
    the aggregate of the Available Commitments (or,
if the Commitments are then zero, the Commitments immediately prior to
their reduction to zero) minus any outstanding Revolving Credit
Facility Drawings (but ignoring the unpaid Swingline Facility Drawing).
 Unpaid Amount
 Unpaid Swingline Participation
 5.3.3
    
    Out of the funds received by the Agent pursuant to Clause 5.3.2 the Agent
shall pay to the Swingline Lender an amount equal to the Shortfall (if any) of
the Swingline Lender where:
 46




---



##### 



Shortfall
 5.3.4
    
    (a)      On a payment under this Clause 5.3, the paying Lender will be subrogated
to the rights of the Swingline Lender.(b)     If and to the extent a paying Lender is not
able to rely on its rights under Clause 5.3.4(a), the Borrower shall be
liable to the paying Lender for a debt equal to the amount the paying
Lender has paid under this Clause 5.3.(c)     Any payment under this Clause 5.3 does not
reduce the obligations in aggregate of any Obligor.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbance
  6.1.1
    
    by reason of circumstances affecting the relevant interbank eurocurrency
market adequate and fair means do not exist for ascertaining the Interest Rate
during such Interest Period pursuant to Clause 4 or Clause 5; or6.1.2
    
    deposits in Dollars of equal duration to such Interest Period will not be
available to any of the Lenders in the relevant interbank eurocurrency market
in sufficient amounts in the ordinary course of business to fund its relevant
Contribution during such Interest Period; or6.1.3
    
    by reason of any material change in applicable law or regulation or of any
change in national or international financial or economic conditions any of the
Lenders is unable to fund or to continue to fund its relevant Contribution
during such Interest Period by deposits obtained in the relevant interbank
eurocurrency market,
  6.2
    
    Suspension of drawdown
  47




---



##### 



6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If a Drawing has been advanced before a Suspension Notice is given, the
Lender or Lenders affected by the relevant market disturbance shall within
thirty (30) days following the date of the Suspension Notice, certify (through
the Agent) in good faith to the Borrower an alternative basis (being the
Substitute Basis) for maintaining its relevant Contribution affected by the
relevant market disturbance. Such Substitute Basis may be retroactive to the
beginning of the then current Interest Period in respect of the Drawing and may
include an alternative method of fixing the Interest Rate (which shall reflect
the cost to the relevant Lender or Lenders of funding its relevant Contribution
from other sources plus the Applicable Margin) or alternative Interest Periods
for the relevant Drawing, provided always that so far as practicable any such
Substitute Basis shall be computed in a manner and for periods as similar as
possible to those provided in Clause 4.6.3.2
    
    Each Substitute Basis so certified shall be binding upon the Borrower, the
Agent and the Lenders and shall be treated as part of this Agreement.
 6.4
    
    Review
  7
    
    Payments
 7.1
    
    Place for payment
  7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to the Agent or the Lenders hereunder
or under the fee letter referred to in Clause 14.2 or any other fee letter
shall be made free and clear of and without deduction for or on account of
Taxes unless the Borrower is required by law to make such a payment subject to
the deduction or withholding of Taxes, in which case the sum payable by the
Borrower in respect of which such deduction or withholding is required to be
made shall be increased to the extent necessary to ensure that, after the
making of such deduction or withholding, the Agent or the Lenders receives and
retains (free from any liability in respect of any such deduction or
withholding) a net sum equal to the sum which it would have received and so
retained had no such deduction or withholding been made or required to be made.
 48




---



##### 



7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any Lender or the
Agent on its behalf or the Agent is required to make any payment on account of
tax (not being a tax imposed on the net income of its Lending Branch by the
jurisdiction in which it is incorporated or in which its Lending Branch is
located or any other tax existing and applicable on the Signing Date under the
laws of any jurisdiction) or otherwise on or in relation to any sum received or
receivable hereunder by such Lender or the Agent on its behalf or the Agent
(including, without limitation, any sum received or receivable under this
Clause 7) or any liability in respect of any such payment is asserted, imposed,
levied or assessed against such Lender or the Agent on its behalf or the Agent,
the Borrower shall, upon demand of the Agent, indemnify such Lender or the
Agent on its behalf or the Agent against such payment or liability, together
with any interest, penalties and expenses payable or incurred in connection
therewith other than interest penalties and expenses that are otherwise imposed
or asserted on account of the bad faith or wilful neglect of such Lender or the
Agent on its behalf or the Agent. If any Lender or the Agent proposes to make
a claim under the provisions of this Clause 7.2.2 it shall certify to the
Borrower in reasonable detail within thirty (30) days (or such longer period as
any Lender or the Agent may reasonably require) after becoming aware of the
event by reason of which it is entitled to make its claim or claims the basis
of its claim or claims, such certificate to be conclusive, save for manifest
error.
 7.3
    
    Production of receipts for Taxes
   7.4
    
    Currency of account
  49




---



##### 



7.4.1
    
    a repayment or payment of all or part of the Facility, the Revolving Credit
Facility, the Swingline Facility or any sum due and payable but unpaid by any
Obligor (other than the Manager) under the Security Documents shall be made in
the currency in which the Facility, the Revolving Credit Facility, the
Swingline Facility or such unpaid sum is denominated on its due date;7.4.2
    
    each payment of interest shall be made in the currency in which the sum in
respect of which the interest is payable was denominated when that interest
accrued; and7.4.3
    
    each payment in respect of costs, expenses or Taxes shall be made in the
currency in which the costs, expenses or Taxes are incurred
 7.5
    
    Money of account
 first currency second currency
 7.5.1
    
    making or filing a claim or proof against the Borrower;7.5.2
    
    obtaining an order or judgment in any court or other tribunal; or7.5.3
    
    enforcing any order or judgment given or made in relation thereto;
  7.6
    
    Accounts
  7.7
    
    Earnings
  50




---



##### 



7.8
    
    Continuing security
  7.9
    
    Mitigation
  8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costs
 8.1.1
    
    If by reason of:
 (a)
    
    any change in law or in its interpretation or
administration after the Signing Date; and/or(b)
    
    after the Signing Date compliance with any
request from or requirement of any central bank or other fiscal,
monetary or other authority including but without limitation the Basle
Committee on Banking Supervision whether or not having the force of
law:
 (i)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender performing its obligations under this Agreement and/or
its advancing its Contribution hereunder; or(ii)
    
    there is any increase in the
cost to any of the Lenders or an Associated Company of the
relevant Lender funding or maintaining all or any of the
advances comprised in a class of advances formed by or
including its Contribution advanced or to be advanced by it
hereunder; or(iii)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender having entered into and/or
 51




---



##### 



its assuming or maintaining its commitment under this
Agreement; or
 (iv)
    
    any of the Lenders or an
Associated Company becomes liable to make any payment on
account of Tax or otherwise (other than Tax on its overall net
income) on or calculated by reference to the amount of the
relevant Lenders Contribution advanced or to be advanced
hereunder and/or any sum received or receivable by it
hereunder; or(v)
    
    any of the Lenders or an
Associated Company suffers any decrease in its rate of return
as a result of any changes in the requirements relating to
capital ratios, monetary control ratios, reserve assets, the
payment of special deposits, liquidity costs or other similar
requirements affecting that Lender or Associated Company,
  8.1.2
    
    A Lender affected by any provision of Clause 8.1.1 shall promptly inform the
Agent after becoming aware of the relevant change or request and its possible
results and the Agent shall, as soon as reasonably practicable thereafter,
notify the Borrower of the change or request and its possible results. Without
affecting the Borrowers obligations under Clause 8.1.1 and in consultation
with the Agent, the affected Lender will then take all such reasonable steps as
may be open to it to mitigate the effect of the change or request (for example
(if then possible) by changing its Lending Branch or transferring some or all
of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the Agent and after consultation with the
Borrower). The reasonable costs of mitigating the effect of any such change
shall be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third
parties.
 8.2
    
    Force Majeure
 Non-Performing Party PROVIDED THAT
 8.2.1
    
    the suspension of performance is of no greater scope and of no longer
duration than is required by the Force Majeure;
 52




---



##### 



8.2.2
    
    the obligations of the Non-Performing Party shall not be excused as a result
of the Force Majeure; and8.2.3
    
    in respect of the suspension of the Non-Performing Partys obligations:
 (a)
    
    the Non-Performing Party gives the Agent prompt
written notice which the Agent shall forthwith upon receipt send to the
Borrower describing the circumstances of Force Majeure (including the
nature of the occurrence, its expected duration and the effects of the
Force Majeure on the ability of the Non-Performing Party to perform its
relevant obligations), and continues to furnish weekly reports with
respect thereto during the period of Force Majeure;(b)
    
    the Non-Performing Party uses all reasonable
efforts to remedy its inability to perform and to mitigate the effects
of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    Duration
  9.2
    
    Representations and warranties
  9.2.1
    
    StatusEach Obligor is a corporation duly organised, constituted and validly
existing under the laws of the country of its incorporation, possessing
perpetual corporate existence, the capacity to sue and be sued in its own name
and the power to own and charge its assets and carry on its business as it is
now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to enter into and
perform this Agreement and those of the other Security Documents to which it is
a party and the transactions contemplated hereby and thereby and has taken all
necessary action to authorise the entry into and performance of this Agreement
and such other Security Documents and such transactions.9.2.3
    
    Legal validityThis Agreement constitutes legal, valid and binding
obligations of the Borrower enforceable in accordance with its terms and in
entering into this Agreement and borrowing the Facility, the Borrower is
 53




---



##### 



acting on its own account. Each other Transaction Document and each Apollo
Transaction Document constitutes (or will constitute when executed) legal,
valid and binding obligations of each Obligor expressed to be a party
thereto enforceable in accordance with their respective terms.
 9.2.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the
other Transaction Documents, the Apollo Transaction Documents and the
transactions contemplated hereby and thereby do not and will not conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any Obligor; or(c)
    
    any agreement or document to which any Obligor
is a party or which is binding upon such Obligor or any of its assets,
  9.2.5
    
    No defaultSave as disclosed in writing to the Agent prior to the Signing
Date, no event has occurred which constitutes a default under or in respect of
any Transaction Document to which any Obligor is a party or by which any
Obligor may be bound (including (inter alia) this Agreement) and no event has
occurred which constitutes a default under or in respect of any agreement or
document to which any Obligor is a party or by which any Obligor may be bound
to an extent or in a manner which might have a material adverse effect on its
business, assets or financial condition.9.2.6
    
    ConsentsExcept for the filing of those Security Documents which require
registration in the Companies Registries in England and Wales, the Isle of Man,
the United States of America and/or Bermuda, which filing must be completed
within twenty one (21) days and one (1) month respectively of the execution of
the relevant Security Document(s) in the case of England and Wales and the Isle
of Man, and for the registration of the Mortgages through the Bahamas Maritime
Authority, all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Agreement and each of the other Transaction Documents
and the transactions contemplated thereby have been obtained or effected and
are in full force and effect.9.2.7
    
    Accuracy of informationAll information furnished by any Obligor relating to
the business and affairs of any Obligor in connection with this Agreement and
the other Transaction Documents was and remains true and correct in all
material respects and there are no other material facts or considerations the
omission of which would render any such information misleading.9.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing to the Agent all
facts relating to each Obligor which it knows or should reasonably know and
which might reasonably be expected to influence the Lenders in deciding whether
or not to enter into this Agreement.
 54




---



##### 



9.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor is subject to
any Encumbrance except Permitted Liens or Encumbrances created in respect of
Permitted Indebtedness.9.2.10
    
    Pari passu or priority statusThe claims of the Finance Parties against the
Borrower under this Agreement will rank at least pari passu with the claims of
all unsecured creditors of the Borrower (other than claims of such creditors to
the extent that they are statutorily preferred) and in priority to the claims
of any creditor of the Borrower who is also an Obligor.9.2.11
    
    SolvencyThe Obligors are and shall remain, after the advance to them of
the Facility or any of it, solvent in accordance with the laws of Bermuda and
the United Kingdom and in particular with the provisions of the United
Kingdoms Insolvency Act 1986 (as from time to time amended) and the
requirements thereof.9.2.12
    
    Winding-up, etc.Subject to Clause 10.11, neither the Borrower nor any
other Obligor has taken any corporate action nor have any other steps been
taken or legal proceedings been started or (to the best of its knowledge and
belief) threatened against any of them for the winding-up, dissolution or for
the appointment of a liquidator, administrator, receiver, administrative
receiver, trustee or similar officer of any of them or any or all of their
assets or revenues nor have either sought any other relief under any applicable
insolvency or bankruptcy law.9.2.13
    
    AccountsThe consolidated audited accounts of the NCLC Group for the period
ending on 31 December of each financial year during the period of this
Agreement (which accounts will be prepared in accordance with US GAAP) will
fairly represent the financial condition of the NCLC Group as shown in such
audited accounts.9.2.14
    
    LitigationSave as disclosed in the Disclosure Letter and/or the Borrowers
most recent US Securities Exchange Commission filing, no litigation,
arbitration or administrative proceedings of or before any court, arbitral body
or agency (including but not limited to investigative proceedings) are current
or pending or, to its knowledge, threatened, which might, if adversely
determined, have a Material Adverse Effect. For the avoidance of doubt, the
disclosure of any such litigation, arbitration or administrative proceedings
after the Signing Date shall not be deemed to be a fact and circumstance
subsisting at any time that this representation is deemed to be repeated
pursuant to Clause 9.1.9.2.15
    
    Tax liabilitiesTo the best of its knowledge, the NCLC Group has complied
with all taxation laws in all jurisdictions in which it is subject to Taxation
and has paid all material Taxes due and payable by it; no material claims are
being asserted against it with respect to Taxes, which might, if such claims
were successful, have a material adverse effect on the ability of any Obligor
to perform its obligations under the Transaction Documents.9.2.16
    
    Ownership of assetsEach member of the NCLC Group has good and marketable
title to all its assets which is reflected in the audited accounts referred to
in Clause 9.2.13.
 55




---



##### 



9.2.17
    
    No immunityNone of the Obligors nor any of their respective assets enjoys
any right of immunity (sovereign or otherwise) from set-off, suit or execution
in respect of their obligations under this Agreement or any of the other
Transaction Documents or by any relevant or applicable law.9.2.18
    
    Taxes on paymentsAs at the Signing Date all amounts payable by the
Borrower hereunder may be made free and clear of and without deduction for or
on account of any Taxation.9.2.19
    
    Place of businessNone of the Obligors has a place of business in any
jurisdiction (except as already disclosed) which requires any of the Security
Documents to be filed or registered in that jurisdiction to ensure the validity
of the Security Documents to which it is a party.9.2.20
    
    Ownership of sharesAll the shares in each of the Owners and the Manager
shall be legally and beneficially owned directly or indirectly by the Borrower
and such structure shall remain so throughout the Security Period. Further, no
Event of Default has occurred under Clause 12.1.16 in respect of the ownership
and/or control of the shares in the Borrower.9.2.21
    
    Completeness of documentsThe copies of the Management Agreements, the
Apollo Transaction Documents and any other relevant third party agreements
delivered to the Agent are true and complete copies of each such document
constituting valid and binding obligations of the parties thereto enforceable
in accordance with their respective terms and no amendments thereto or
variations thereof have been agreed other than (if applicable), in the case of
the Management Agreements, in accordance with clause 6.1.17 of the two (2)
deeds of covenants collateral to the two (2) first priority statutory Bahamian
ship mortgages, as amended by the Co-ordination Deeds, to be granted by each of
the Owners over its Vessel nor has any action been taken by the parties thereto
which would in any way render such document inoperative or unenforceable.9.2.22
    
    No undisclosed commissionsThere are and will be no commissions, rebates,
premiums or other payments by or to or on account of any Obligor, their
shareholders or directors in connection with the transaction as a whole other
than as disclosed to the Agent in writing.9.2.23
    
    EnvironmentEach of the Obligors:
 (a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances,
 56




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petroleum and petroleum products and by-products (Materials
of Environmental Concern); or
 (ii)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (such laws,
regulations, conventions and agreements the Environmental
Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim),
     9.2.24
    
    Money launderingAny borrowing by the Borrower hereunder, and the
performance of its obligations hereunder and under the other Security
Documents, will be for its own account and will not, to the best of its
knowledge, involve any breach by it of any law or regulatory measure relating
to money laundering as defined in Article 1 of the Directive (91/308/EEC) of
the Council of the European Communities.
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10
    
    Undertakings
 10.1
    
    Duration
  10.2
    
    Information
  10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
Accounts (commencing with the audited accounts made up to 31 December 2006);10.2.2
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of each financial year) a
Certified Copy of the unaudited consolidated accounts of the NCLC Group for
that quarter (commencing with the unaudited accounts made up to 31 March 2007);10.2.3
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each financial year), beginning with the financial year
ending 31 December 2006, annual cash flow projections on a consolidated basis
of the NCLC Group showing on a monthly basis advance ticket sales (for at least
twelve (12) months following the date of such statement) for the NCLC Group;10.2.4
    
    as soon as practicable (and in any event not later than 31 January of each
financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year;(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including income statement,
balance sheet and cash flow projections for the NCLC Group); and(c)
    
    an outline of the assumptions supporting the
budget and financial projections referred to in paragraphs (a) and (b)
of this Clause 10.2.4;
 10.2.5
    
    within fifteen (15) days of a request from the Agent (but at intervals no
more frequently than annually at the Borrowers expense unless an Event of
Default has occurred and is continuing), a valuation of each of the Vessels
obtained in accordance with the provisions of Clause 10.17;10.2.6
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of its financial year and within
one hundred and twenty (120) days after the close of each financial year) a
statement signed by the NCLC Groups chief financial officer in the form of
 58




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Schedule 6 (commencing with the fourth quarter of the financial year ending
31 December 2006) and such other information as the Agent may request;
 10.2.7
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request; and10.2.8
    
    on a quarterly basis, details of any material litigation, arbitration or
administrative proceedings affecting any Obligor which are instituted and
served, or, to the knowledge of the Borrower, threatened (and for this purpose
proceedings shall be deemed to be material if they involve a claim in an amount
exceeding [**] Dollars [**] or the equivalent in another currency).
  10.3
    
    Financial Undertakings
  10.3.1
    
    at all times the minimum Free Liquidity will be not less than
[**] Dollars [**];10.3.2
    
    either:
 (a)
    
    as at 30 September 2006 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than [**] or(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than [**] Dollars [**] and
 10.3.3
    
    as at 30 September 2006 and as at the end of each subsequent financial
quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC
Group shall not exceed [**].Amounts available for drawing under the Facility or any other revolving or
other credit facilities of the NCLC Group which remain undrawn at the time
of the relevant calculation shall not be counted as cash or indebtedness for
the purposes of this ratio.
  59




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10.4
    
    Dividends
 10.4.1
    
    During any financial year of the Borrower until the date on which the
Borrower becomes a listed company on an Approved Stock Exchange (on which date
the restriction contained in this Clause 10.4.1 shall cease to apply), the
Borrower shall not and shall procure that no other member of the NCLC Group
shall, pay any dividends or make any other distributions in respect of its
share capital to any person other than payments, distributions or dividends:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Borrower which, in any financial year of
the Borrower ending on or after 31 December 2007, do not exceed fifty
per cent (50%) of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the NCLC Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the NCLC Group in respect of each
previous financial year of the Borrower ending on or after 31
December 2007, retained by the Borrower and not previously
applied pursuant to this Clause 10.4.1(b), provided that the
Borrower shall specify in a written notice to the Agent a
calculation (in reasonable detail) of the amount of the current
and retained Consolidated Net Income immediately prior to such
payment, distribution or dividend and the amount thereof
elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder of the Borrowers share capital attributable
to any member of the NCLC Group; or(e)
    
    by the Borrower which are used to purchase or
redeem the share capital of the Borrower (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Borrower or
any other member of the NCLC Group or by any employee pension benefit
plan upon such persons death, disability, retirement, or termination
of employment or under the terms of any such employee pension benefit
plan or any other agreement under which such shares of stock or related
rights were issued; PROVIDED THATthe aggregate amount of such
purchases or redemptions under this paragraph (e) shall not exceed in
any fiscal year [*] (plus the amount of net
proceeds contributed to the Borrower that were (x) received by the
Borrower during such calendar year from sales of equity interests of
the Borrower to directors, consultants, officers or employees of the
Borrower or any
 60




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other member of the NCLC Group in connection with permitted employee
compensation and incentive arrangements and (y) from any key-man
life insurance policies received during such calendar year), which,
if not used in any year, may be carried forward to any subsequent
calendar year,
 PROVIDED HOWEVER THAT(whether before or after the Borrower becomes a
listed company on an Approved Stock Exchange) the NCLC Group shall not be
entitled to pay any dividend or make any distribution in respect of any of
its share capital if an Event of Default has occurred and is continuing or
would occur as a result of the payment of such dividend or the making of
such distribution and the Borrower shall provide the Agent with a
certificate signed by the chief financial officer of the NCLC Group
confirming that no Event of Default has occurred and is continuing or would
occur as a result of the payment of a dividend or the making of a
distribution before the dividend is paid or the distribution is made.10.4.2
    
    The Borrower will procure that any dividends or other distributions and
interest paid or payable in connection with such dividends or other
distributions will be received promptly by the Borrower directly or indirectly
from the Owners shareholder(s) (if such shareholder is not the Borrower) by
way of dividend.
 10.5
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon any
Obligor becoming aware of the occurrence thereof. Upon the Agents request from
time to time the Borrower will issue a certificate stating whether any Obligor is
aware of the occurrence of any Event of Default.
 10.6
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as
such filings or registrations have not been completed on or before the first Advance
Date the Borrower will procure the filing or registration within applicable time
limits of each Security Document which requires filing or registration together with
all ancillary documents required to preserve the priority and enforceability of the
Security Documents.
 10.7
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of the present or future assets of the Owners or any other owner or
prospective owner of a mortgaged vessel in the NCLC Fleet except for:
 10.7.1
    
    Encumbrances created with the prior written consent of the Lenders;10.7.2
    
    Permitted Liens;
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10.7.3
    
    Encumbrances created in respect of Permitted Indebtedness; and10.7.4
    
    Encumbrances created pursuant to an Apollo-Related Transaction,PROVIDED THATan Encumbrance constituting a Permitted Lien under any of paragraphs
(iii), (vi), (ix) or (x) of the definition of Permitted Liens in Clause 1.1, or an
Encumbrance described in Clause 10.7.3 or Clause 10.7.4, may not be created over any
asset which is subject to an Encumbrance constituted by a Security Document relating
to this Agreement save with the prior written consent of the Agent (such consent not
to be unreasonably withheld or delayed) and (if appropriate having regard to the
nature of the Encumbrance) following the entry by the beneficiary of the Encumbrance
into intercreditor arrangements acceptable to the Agent.
 10.8
    
    DisposalsExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a
substantial part of its assets except that the following disposals shall not be
taken into account:
 10.8.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash
as consideration for the purchase or acquisition of any asset or service or in
the discharge of any obligation incurred for value in the ordinary course of
trading;10.8.2
    
    disposals of cash raised or borrowed for the purposes for which such cash was
raised or borrowed;10.8.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value;10.8.4
    
    a vessel or any other asset owned by any member of the NCLC Group (other than
the Owners) may be sold provided such sale is on a willing seller willing buyer
basis at or about market rate and at arms length subject always to the
provisions of any loan documentation for the financing of such vessel or other
asset; and10.8.5
    
    disposals of assets constituting Apollo-Related Transactions.
 10.9
    
    PurchasesExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not purchase any
asset:
 10.9.1
    
    other than on arms length terms;10.9.2
    
    which is not for its use in its ordinary course of business;
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10.9.3
    
    the cost of which is more than its fair market value at the date of
acquisition; or10.9.4
    
    other than an asset constituting an Apollo-Related Transaction.
 10.10
    
    Change of name or businessExcept with the prior consent of the Majority Lenders, the Borrower shall not (and
will procure that no other Obligor shall):
 10.10.1
    
    change its name or make or threaten to make any substantial change in its
business as presently conducted or cease to perform its current business
activities; or10.10.2
    
    carry on any other business which is substantial in relation to its business
as presently conductedif to do the same would imperil the security created by any of the Security
Documents or affect the ability of any Obligor duly to perform its obligations under
any Security Document to which it is or may be a party from time to time, in each
case in the opinion of the Agent, PROVIDED THATany new leisure or hospitality
venture embarked upon by any member of the NCLC Group (other than the Borrower)
shall not constitute a substantial change in its business and PROVIDED FURTHER THAT
any change of or discontinuation in the business activities of any Obligor in
accordance with the Apollo-Related Transactions shall be permitted.
 10.11
    
    MergersExcept with the prior consent of the Majority Lenders, the Borrower will not enter
into any amalgamation, restructure, substantial reorganisation, merger,
de-merger or consolidation or anything analogous to the foregoing nor will it
acquire any equity, share capital, or obligations of any corporation or other
entity and will procure that no company in the NCLC Group (other than the
Shareholder or NCL America Holdings) shall do so.However, the prior consent of the Majority Lenders shall not be required in respect
of any consolidation, reorganisation or restructure (including the winding-up,
dissolution or cessation of business of any existing Subsidiary of the
Borrower, other than the Obligors, or the creation of new Subsidiaries) (a)
pursuant to the Apollo-Related Transactions or (b) involving wholly owned
(whether directly or indirectly) Subsidiaries of the Borrower only which does
not imperil the security created by any of the Security Documents or affect the
ability of any Obligor duly to perform any of its obligations under any
Security Document to which it is or may be a party at any time, PROVIDED THAT,
except in relation to the Apollo-Related Transactions, the Borrower has first
consulted with the Agent with regard to the proposed consolidation,
reorganisation or restructure and provides evidence satisfactory to the Agent
that the Borrower will be in compliance with the financial undertakings
contained in Clause 10.3 after any such reorganisation or restructure SUBJECT
TO:
 10.11.1
    
    Clause 9.2.20; and
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10.11.2
    
    the cash flows from which the Outstanding Indebtedness will be repaid
remaining comparable as to amount (relative to the amount of the Outstanding
Indebtedness) and accessibility for the Borrower to the cash flows as at the
Signing Date, in the sole discretion of the Agent.For the avoidance of doubt, if the Agent is satisfied the Borrower
will be in compliance with the financial undertakings contained in Clause 10.3
after the acquisition by a member of the NCLC Group of any shares in any
company or corporation, such acquisition shall not in itself constitute a
merger or consolidation with such company or corporation requiring the consent
of the Majority Lenders under this Clause 10.11.
 10.12
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.
 10.13
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with US GAAP.
 10.14
    
    Subordination of indebtednessThe Borrower shall procure that any and all of its indebtedness with any other
Obligor and/or any shareholder of the Borrower is at all times fully subordinated to
the Security Documents and the obligations of the Borrower hereunder. The Borrower
shall also procure that any and all of the indebtedness, except Permitted
Indebtedness, of the owners or prospective owners of mortgaged vessels in the NCLC
Fleet is at all times fully subordinated to the Security Documents and the
obligations of the Borrower hereunder. Upon the occurrence of an Event of Default,
the Borrower shall not make or permit to be made any repayments of principal,
payments of interest or of any other costs, fees, expenses or liabilities arising
from or representing such indebtedness.
 10.15
    
    GuaranteesSave as contemplated by this Agreement or notified by the Borrower to the Agent
prior to the Restatement Date, the Borrower will procure that none of the owners or
prospective owners of mortgaged vessels in the NCLC Fleet will issue or enter into
any guarantee or indemnity or otherwise become directly or contingently liable for
the obligations of any other person, firm or corporation, otherwise than in the
ordinary course of its business as owner of its vessel.
 10.16
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent may reasonably
 64




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consider necessary for giving full effect to any of the Transaction Documents or
securing to the Finance Parties or any of them the full benefit of the rights,
powers and remedies conferred upon the Finance Parties or any of them in any such
Transaction Document.10.17
    
    Valuation of the Vessels
 10.17.1
    
    Each of the Vessels shall for the purposes of this Clause 10.17 be valued in
Dollars by two (2) independent firms of shipbrokers or shipvaluers nominated by
the Borrower and approved by the Agent (acting on the instructions of the
Majority Lenders) or failing such nomination and approval, appointed by the
Agent (acting on such instructions) in its sole discretion (each such valuation
to be made without, unless reasonably required by the Agent, physical
inspection and on the basis of a sale for prompt delivery for cash at arms
length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
engagement concerning the Vessel). The first such valuations in respect of
each of the Vessels shall be obtained on or about sixty (60) days prior to the
first Advance Date and thereafter they shall be obtained within fifteen (15)
days of a request from the Agent (but at intervals no more frequently than
annually at the Borrowers expense unless an Event of Default has occurred and
is continuing). The average of the valuations shall constitute the value of
the Vessel for the purposes of this Clause 10.17.10.17.2
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.17 a copy thereof is sent directly to the
Agent for review.
 10.18
    
    Marginal securityIf at any time the value of the Vessels as assessed in accordance with the
provisions of Clause 10.17:
 10.18.1
    
    is less than one hundred per cent (100%) of the amount of the aggregate of
the Available Commitments and the Contributions to the Facility during the
period commencing on the Signing Date and ending forty eight (48) months after
the Signing Date;10.18.2
    
    is less than one hundred and ten per cent (110%) of the amount of the
aggregate of the Available Commitments and the Contributions to the Facility
during the period commencing on the date falling forty eight (48) months after
the Signing Date and ending seventy two (72) months after the Signing Date; and10.18.3
    
    thereafter, is less than one hundred and twenty per cent (120%) of the
amount of the aggregate of the Available Commitments and the Contributions to
the Facility,then the Borrower shall, upon notice from the Agent, within ten (10) Business Days
either:
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(a)
    
    provide the Agent with additional security acceptable to the
Majority Lenders such that the security value of the Vessels and any additional
security provided to the Agent hereunder (at valuations reasonably estimated by
the Agent from time to time) is at least one hundred per cent (100%), one
hundred and ten per cent (110%) or one hundred and twenty per cent (120%) (as
the case may be) of the aggregate of the Available Commitments and the
Contributions to the Facility; or(b)
    
    reduce the Available Commitments by such an amount that the
value of the security is at least one hundred per cent (100%), one hundred and
ten per cent (110%) or one hundred and twenty per cent (120%) (as the case may
be) of the amount of the aggregate of the Available Commitments and the
Contributions to the Facility.
 10.19
    
    Financial year endThe Borrower shall not change its financial year end.10.20
    
    Maintenance and insuranceThe Borrower will keep, and will procure that each member of the NCLC Group keeps,
all of its real property and assets properly maintained and in existence and will
comprehensively insure, and will procure that each member of the NCLC Group
comprehensively insures, for its full reinstatement cost all of its property which
is of an insurable nature in such name as the Agent shall in writing approve and on
such terms, for such amounts and of such types as would be effected by prudent
companies carrying on business similar to the Borrower or its Subsidiary (as the
case may be). In particular but without limitation, the Borrower shall procure that
each of the Owners maintains and insures its Vessel in accordance with the
provisions of the relevant Mortgage.10.21
    
    VesselsThe Borrower will procure that each of the Vessels is traded within the NCLC Fleet
from the first Advance Date and throughout the remainder of the Security Period.
 11
    
    Rights of the Agent and the Lenders
 11.1
    
    No derogation of rightsAny rights conferred on the Agent and the Lenders or any of them by this Agreement
or any other Security Document shall be in addition to and not in substitution for
or in derogation of any other right which the Agent and the Lenders or any of them
might at any time have to seek from the Borrower or any other person for payment of
sums due from the Borrower or indemnification against liabilities as a result of the
Borrowers default in payment of sums due from it under this Agreement or any other
Security Document.
 11.2
    
    Enforcement of remediesNone of the Agent or the Lenders shall be obliged before taking steps to enforce any
rights conferred on it or them by this Clause or this Agreement or exercising any of
the rights, powers and remedies conferred on it or them hereby or by law:
 66




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11.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it or they may seek payment of any sum due from the
Borrower under this Agreement or any other Security Document;11.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or11.2.3
    
    to enforce or seek to enforce any other rights it or they may have against
the Borrower or any other such person.
 12
    
    Default
 12.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 12.1.1
    
    Non-paymentThe Borrower or any other Obligor (other than the Manager) does not pay on
the due date any amount of principal or interest of the Facility (provided
however that if any such amount is not paid when due solely by reason of
some error or omission on the part of the bank or banks through whom the
relevant funds are being transmitted no Event of Default shall occur for the
purposes of this Clause 12.1.1 until the expiry of three (3) Business Days
following the date on which such payment is due), or within three (3) days
of the due date any other amount, payable by it under any Security Document
to which it may at any time be a party, at the place and in the currency in
which it is expressed to be payable.12.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any other
material provision of any Security Document to which it is a party or
there is any other material breach in the sole opinion of the Agent of
any of the Transaction Documents and such failure (if in the opinion of
the Agent in its sole discretion it is capable of remedy) continues
unremedied for a period of thirty (30) days from the date of its
occurrence and in any such case as aforesaid the Agent in its sole
discretion considers that such failure is or could reasonably be
expected to become materially prejudicial to the interests, rights or
position of the Finance Parties or any of them; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or if any of the parties thereto becomes entitled
to terminate or repudiate any of them and evidences an intention so to
do.
 12.1.3
    
    MisrepresentationAny representation, warranty or statement made or repeated in, or in
connection with, any Security Document or in any accounts, certificate,
statement or opinion delivered by or on behalf of any Obligor thereunder or
in connection therewith is materially incorrect when made or would, if
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repeated at any time hereafter by reference to the facts subsisting at such
time, no longer be materially correct.
 12.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group.(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise.(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable.(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default,PROVIDED THAT:(I)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000);(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded PROVIDEDfirst that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 12.1.4(ii) shall
not apply to that Financial Indebtedness; and(iii)
    
    If at any time hereafter the Borrower or any
other member of the NCLC Group agrees to the incorporation of a cross
default provision into any financial contract or financial document
relating to any Financial Indebtedness that is more onerous than this
Clause 12.1.4, then the Borrower shall immediately notify the Agent and
that cross default provision shall be deemed to apply to this Agreement
as if set out in full herein with effect from the date of such
financial contract or financial document and during the currency of
that financial contract or financial document.
 12.1.5
    
    Winding-upSubject to Clause 10.11, any order is made or an effective resolution passed
or other action taken for the suspension of payments or dissolution,
termination of existence, liquidation, winding-up or bankruptcy of any
member of the NCLC Group.
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12.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC Group
or a composition or an arrangement with creditors of any member of the NCLC
Group or any similar proceeding or arrangement by which the assets of any
member of the NCLC Group are submitted to the control of its creditors is
applied for, ordered or declared or any member of the NCLC Group commences
negotiations with any one or more of its creditors with a view to the
general readjustment or rescheduling of all or a significant part of its
Financial Indebtedness.12.1.7
    
    Appointment of liquidators etc.A liquidator (subject to Clause 10.11), trustee, administrator, receiver,
manager or similar officer is appointed in respect of any member of the NCLC
Group or in respect of all or any substantial part of the assets of any
member of the NCLC Group and in any such case such appointment is not
withdrawn within thirty (30) days (the Grace Period) unless the Agent
considers in its sole discretion that the interest of the Lenders might
reasonably be expected to be adversely affected in which event the Grace
Period shall not apply.12.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is unable,
or admits in writing its inability, to pay its debts as they fall due or
becomes insolvent within the terms of any applicable law.12.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the NCLC Group and
remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of [**] Dollars
[**] following final appeal remains unsatisfied
for a period of thirty (30) days in the case of a judgment made in the
United States of America and otherwise for a period of sixty (60) days
PROVIDED THATno Event of Default shall be deemed to have occurred unless
the distress, execution, attachment, other process or judgment adversely
affects any Obligors ability to meet any of its material obligations under
any Security Document to which it is or may be a party or cause to occur any
of the events specified in Clauses 12.1.5 to 12.1.8 (the determination of
which shall be in the Majority Lenders sole discretion).12.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the
events specified in Clauses 12.1.5 to 12.1.9 shall occur under the laws of
any applicable jurisdiction.
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12.1.11
    
    Cessation of businessSubject to Clause 10.11, any member of the NCLC Group ceases to carry on all
or a substantial part of its business.12.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents to which it is a party is materially adversely modified, revoked
or withheld or does not remain in full force and effect and within ninety
(90) days of the date of its occurrence such event is not remedied to the
satisfaction of the Agent and the Agent considers in its sole discretion
that such failure is or might be expected to become materially prejudicial
to the interests, rights or position of the Finance Parties or any of them
PROVIDED THATthe Borrower shall not be entitled to the aforesaid ninety
(90) day period if the modification, revocation or withholding of the
authorisation, approval or consent is due to an act or omission of any
Obligor and the Agent is satisfied in its sole discretion that the Finance
Parties interests might reasonably be expected to be materially adversely
affected.12.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for:
 (a)
    
    any Obligor to perform any of its obligations
under any Security Document to which it is a party; or(b)
    
    the Agent or any other Finance Party to
exercise any of its rights under any of the Security Documents;
 PROVIDED THAT PROVIDED FURTHER THAT
 12.1.14
    
    InsurancesAn Owner fails to insure its Vessel in the manner specified in the relevant
Mortgage or fails to renew the Insurances at least ten (10) days prior to
the
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date of expiry thereof and produce prompt confirmation of such renewal to
the Agent.
 12.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days after the date of the event giving rise to such
Total Loss.12.1.16
    
    Ownership and control of the BorrowerIf:
 (a)
    
    at any time when the ordinary share capital of
the Borrower is not publicly listed on an Approved Stock Exchange or at
any time when a dividend is to be paid to the existing shareholders of
the Borrower by way of a share issue pursuant to a public offering on
an Approved Stock Exchange, the Lim Family (together or individually)
and Apollo in the aggregate do not or will not, directly or indirectly,
control the Borrower and beneficially own, directly or indirectly, at
least [**] per cent [**] of the issued share capital of, and equity interest in, the
Borrower; or(b)
    
    at any time following the listing of the
ordinary share capital of the Borrower on an Approved Stock Exchange:
 (i)
    
    any Third Party:
 (A)
    
    owns legally
and/or beneficially and either directly or indirectly
at least thirty three per cent (33%) of the ordinary
share capital of the Borrower; or(B)
    
    has the right
or the ability to control either directly or indirectly
the affairs of or the composition of the majority of
the board of directors (or equivalent) of the Borrower,
  (ii)
    
    the Borrower ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of the Majority Lenders,
 control body corporate
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12.1.17
    
    DisposalsIf the Borrower or any other member of the NCLC Group shall have concealed,
removed, or permitted to be concealed or removed, any part of its property,
with intent to hinder, delay or defraud its creditors or any of them, or
made or suffered a transfer of any of its property which may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or shall have
made any transfer of its property to or for the benefit of a creditor with
the intention of preferring such creditor over any other creditor.12.1.18
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor which in
the reasonable opinion of the Agent would or might be expected to imperil
the security created by any of the Security Documents.12.1.19
    
    Governmental interventionThe authority of any member of the NCLC Group in the conduct of its business
is wholly or substantially curtailed by any seizure or intervention by or on
behalf of any authority and within ninety (90) days of the date of its
occurrence any such seizure or intervention is not relinquished or withdrawn
and the Agent reasonably considers that the relevant occurrence is or might
be expected to become materially prejudicial to the interests, rights or
position of the Finance Parties PROVIDED THATthe Borrower shall not be
entitled to the aforesaid ninety (90) day period if the seizure or
intervention executed by any authority is due to an act or omission of any
member of the NCLC Group and the Agent is satisfied, in its sole discretion,
that the Finance Parties interest might reasonably be expected to be
materially adversely affected.12.1.20
    
    Master Agreement terminationA notice is given by a Lender or its Affiliate (as the case may be) under
section 6(a) of the relevant Master Agreement, or by any person under
section 6(b)(iv) of a Master Agreement, in either case designating an Early
Termination Date for the purpose of the Master Agreement, or a Master
Agreement is for any other reason terminated, cancelled, suspended,
rescinded, revoked or otherwise ceases to remain in full force and effect.
 12.2
    
    Acceleration
 12.2.1
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing the Agent may if a Drawing has not yet been
advanced, by notice to the Borrower cancel the obligations of the Lenders under
this Agreement.
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12.2.2
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing, if a Drawing has been advanced the Agent may:
 (a)
    
    by notice to the Borrower declare the whole or
any part of the Facility due and repayable in accordance with the terms
of such notice whereupon the same shall become due and repayable
accordingly together with all interest accrued thereon and all other
amounts payable hereunder and under any of the other Security Documents
and the Commitments to the Facility shall be cancelled; and/or(b)
    
    from time to time exercise all or any of its
rights under any of the Security Documents in such order and in such
manner as it shall deem appropriate; and/or(c)
    
    at its sole discretion terminate or continue
with the Management Agreements.
 12.3
    
    Default indemnityThe Borrower shall on demand indemnify the Agent and the Lenders, without prejudice
to any of their other rights under this Agreement and the other Security Documents,
against any loss or expense which the Agent or the Lenders shall certify as
sustained or incurred by any of them as a consequence of:
 12.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or any
of the other Security Documents when due, including, without limitation, any
liability incurred by the Agent and the Lenders by reason of any delay or
failure of the Borrower to pay any such sums;12.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default;12.3.3
    
    any prepayment of the Facility or any part thereof being made at any time for
any reason; and/or12.3.4
    
    a Drawing not being drawn for any reason (excluding any default by the Agent
or any Lender) after the relevant Drawdown Notice has been given,
  12.4
    
    Set off
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12.5
    
    Master Agreement rights
  13
    
    Application of Funds
 13.1
    
    Total Loss proceeds/proceeds of saleIn the event of a Vessel becoming a Total Loss or if a Vessel is sold then the Total
Loss proceeds or proceeds of sale of the Vessel shall be held by the Agent and
applied in the following manner and order:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent or any Lender in the protection of the Agents and the
Lenders rights or the pursuance of its or their remedies hereunder and under
the other Security Documents or to any payments whether voluntary or not which
the Agent considers advisable to protect its or their security and to provide
adequate indemnity against liens claiming priority over or equality with the
lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Finance Parties or
any of them are entitled hereunder and/or under the other Security Documents
(other than the Master Agreements) in connection with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Facility;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Finance Parties or any of them in connection with the transactions herein
contemplated;FIFTHLY
    
    in or towards payment of the Facility (whether or not then due and payable);
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SIXTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to the
Finance Parties under the Security Documents (other than the Master Agreement
Liabilities) using in the discretion of the Agent the same order of application
as FIRSTLYto FIFTHLY;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Finance Parties under this Agreement or any of the other
Security Documents and which the assigned Earnings may be insufficient to
satisfy;EIGHTHLY
    
    in or towards satisfaction of any additional security or amount to be
prepaid in accordance with Clause 10.18;NINTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andTENTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall then be
entitled thereto.
  13.2
    
    General funds/Event of Default moniesIf an Event of Default has occurred and any monies are received by the Agent or any
other Finance Party or, pursuant to Clause 12.4, any Affiliate under or pursuant to
the Security Documents or if any other monies are received by or in the possession
of the Agent or any other Finance Party or, pursuant to Clause 12.4, any Affiliate
under or pursuant to the Security Documents which are expressed hereunder and/or
under the Security Documents to be distributed in accordance with the provisions of
this Clause or where no express provisions are made for disposal, such monies shall
be applied in the discretion of the Agent as follows:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent or any Finance Party in the protection of the Agents and
the Finance Parties rights or the pursuance of its or their remedies hereunder
and under the other Security Documents or to any payments whether voluntary or
not which the Agent considers advisable to protect its or their security and to
provide adequate indemnity against liens claiming priority over or equality
with the lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon
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to which the Finance Parties are entitled hereunder and/or
under the other Security Documents (other than the Master
Agreements) in connection with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Facility;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Finance Parties or any of them in connection with the transactions herein
contemplated;FIFTHLY
    
    in or towards payment of the Facility;SIXTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to the
Finance Parties under the Security Documents (other than the Master Agreement
Liabilities) using in the discretion of the Agent the same order of application
as FIRSTLYto FIFTHLY;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Finance Parties under this Agreement, any of the other
Security Documents and which the assigned Earnings may be insufficient to
satisfy;EIGHTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andNINTHLY
    
    the balance (if any) shall be released to the Borrower or to its order or
whomsoever else may be entitled thereto.
 13.3
    
    Application of proceeds of InsurancesProceeds of the Insurances for partial losses shall be applied in accordance with
the relevant Insurance Assignment and/or the loss payable clause endorsed on the
Insurances in the form approved by the Agent and in the case of a Total Loss of a
Vessel in accordance with Clause 3.11 and Clause 13.1.13.4
    
    Suspense accountAny monies received or recovered by the Agent or any Lender under or in connection
with the Security Documents and credited to any suspense or impersonal interest
bearing security realised account in accordance with FOURTHLYof Clause 13.1 or
Clause 13.2 may be held in such account for so long as the Agent thinks fit pending
application at the Agents discretion in accordance with Clause 13.1 or Clause 13.2
(as the case may be).
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14
    
    Fees
 14.1
    
    Commitment feeThe Borrower shall pay to the Agent for distribution to the Lenders quarterly in
arrears during the Commitment Period and on the last day of the Commitment Period,
[**] per cent [**] of the
Applicable Margin on the relevant payment date on the daily undrawn, uncancelled
amount of Tranche 1 and, from the date that the condition of drawdown relating to
Tranche 2 is satisfied, on the daily undrawn, uncancelled amount of the Facility
during the Commitment Period.The Borrower shall also pay to the Agent for distribution to the Lenders quarterly
in arrears during the Commitment Period and on the last day of the Commitment
Period, [**] per cent [**] of
the Applicable Margin on the relevant payment date on the daily undrawn, uncancelled
amount of Tranche 2 during the Commitment Period until the date that the condition
of drawdown relating to Tranche 2 is satisfied.14.2
    
    Other feesThe Borrower will pay to the Agent on behalf of itself and the other Finance Parties
such fees as are set out in separate fee letters dated 1 December 2006 between the
Mandated Lead Arrangers and/or the Agent and the Borrower.
 15
    
    Expenses
 15.1
    
    Initial expensesThe Borrower shall reimburse the Agent on demand on a full indemnity basis for the
charges and expenses (together with value added tax or any similar tax thereon and
including without limitation travel expenses and the fees (as pre-agreed) and
expenses of legal, insurance and other advisers) incurred by the Mandated Lead
Arrangers, the Lenders and the Agent in respect of the arrangement and syndication
of the Facility and the negotiation, preparation, issue, printing, execution and
registration of this Agreement and the other Transaction Documents and any other
documents required in connection with the implementation of this Agreement.15.2
    
    Enforcement expensesThe Borrower shall reimburse the Finance Parties on demand of the Agent on a full
indemnity basis for all charges and expenses (including value added tax or any
similar tax thereon and including the fees and expenses of legal advisers) incurred
by the Finance Parties in connection with the enforcement of, or the preservation of
any rights under, this Agreement and the other Security Documents.15.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Finance Parties on demand of the Agent
against any and all stamp, registration and similar Taxes which may be payable in
any jurisdiction in connection with the entry into, performance and enforcement of
this Agreement or any of the other Security Documents.
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16
    
    Waivers, Remedies Cumulative
 16.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Agent or any of
the Lenders any right or remedy under any of the Security Documents shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof, or the exercise of any other right
or remedy. No waiver by the Agent or any of the Lenders shall be effective unless
it is in writing.16.2
    
    Remedies cumulativeThe rights and remedies of the Agent and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.16.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.16.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents provided however that none of the Agent or any of the Lenders
shall be entitled to terminate or treat this Agreement or any of the other Security
Documents as having been repudiated otherwise than in circumstances which constitute
an Event of Default.
 17
    
    CounterpartsThis Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 18
    
    Changes to the Lenders
 18.1
    
    Assignments and transfers by the LendersSubject to this Clause 18, a Lender (the Existing Lender) may:
 18.1.1
    
    assign any of its rights under the Security Documents; or18.1.2
    
    transfer by novation any of its rights and obligations under the Security
Documents,
 New Lender PROVIDED
THAT PROVIDED THAT
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18.2
    
    Conditions of assignment or transfer
 18.2.1
    
    The consent of the Agent and the Borrower is required for an assignment or
transfer by a Lender, unless the assignment or transfer is to another Lender or
an Affiliate of a Lender. The said consents of the Agent and the Borrower may
not be unreasonably withheld or delayed and, in the case of the Borrower, shall
not be required if an Event of Default has occurred and is continuing.
 18.2.2
    
    An assignment will only be effective on:
 (a)
    
    receipt by the Agent of written confirmation
from the New Lender (in form and substance satisfactory to the Agent)
that the New Lender will assume the same obligations to the Agent and
the other Lenders as it would have been under if it was an Original
Lender; and(b)
    
    performance by the Agent of all know your
customer or other checks relating to any person that it is required to
carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing
Lender and the New Lender.
 18.2.3
    
    A transfer will only be effective if the procedure set out in Clause 18.5 is
complied with.
 18.2.4
    
    If:
 (a)
    
    a Lender assigns or transfers any of its rights
or obligations under the Security Documents or changes its Lending
Branch; and(b)
    
    as a result of circumstances existing at the
date the assignment, transfer or change occurs, the Borrower would be
obliged to make a payment to the New Lender or Lender acting through
its new Lending Branch under Clause 7,
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18.3
    
    Assignment or transfer feeThe Existing Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of three thousand Dollars
(USD3,000).
 18.4
    
    Limitation of responsibility of Existing Lenders
 18.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy
or enforceability of the Security Documents or any other documents;(b)
    
    the financial condition of the Borrower;(c)
    
    the performance and observance by any Obligor
of its obligations under the Security Documents or any other documents;
or(d)
    
    the accuracy of any statements (whether written
or oral) made in or in connection with any Security Document or any
other document,
  18.4.2
    
    Each New Lender confirms to the Existing Lender, the Agent and the other
Lenders that it:
 (a)
    
    has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its
participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender in connection with
any Security Document; and(b)
    
    will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Security
Documents or any Commitment is in force.
 18.4.3
    
    Nothing in any Security Document obliges an Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under this Clause
18; or(b)
    
    support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any
Obligor of its obligations under the Security Documents or otherwise.
 18.5
    
    Procedure for transfer
 18.5.1
    
    Subject to the conditions set out in Clause 18.2, a transfer is effected in
accordance with Clause 18.5.3 when the Agent executes an otherwise duly
completed Transfer Certificate delivered to it by the Existing Lender and
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the New Lender. The Agent shall, subject to Clause 18.5.2, as soon as
reasonably practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this Agreement
and delivered in accordance with the terms of this Agreement, execute that
Transfer Certificate.18.5.2
    
    The Agent shall only be obliged to execute a Transfer Certificate delivered
to it by the Existing Lender and the New Lender once it is satisfied it has
complied with all necessary know your customer or other similar checks under
all applicable laws and regulations in relation to the transfer to such New
Lender.18.5.3
    
    On the Transfer Date:
 (a)
    
    to the extent that in the Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and
obligations under the Security Documents each of the Borrower and the
Existing Lender shall be released from further obligations towards one
another under the Security Documents and their respective rights
against one another shall be cancelled (being the Discharged Rights
and Obligations);(b)
    
    each of the Borrower and the New Lender shall
assume obligations towards one another and/or acquire rights against
one another which differ from the Discharged Rights and Obligations
only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;(c)
    
    the Agent, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Agent
and the Existing Lender shall each be released from further obligations
to each other under this Agreement; and(d)
    
    the New Lender shall become a party as a
Lender.
 18.6
    
    Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.18.7
    
    Disclosure of informationAny Lender may disclose to any of its Affiliates and any other person:
 18.7.1
    
    to (or through) whom that Lender assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this
Agreement;18.7.2
    
    with (or through) whom that Lender enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under
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which payments are to be made by reference to, this Agreement or the
Borrower; or18.7.3
    
    to whom, and to the extent that, information is required to be disclosed by
any applicable law or regulation,
  18.8
    
    Borrowers co-operationThe Borrower shall co-operate fully with the Lender in relation to any assignment or
transfer proposed by the Lender and shall execute, or procure the execution of, any
documents which the Lender may require.
 19
    
    Changes to the BorrowerThe Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Security Documents.
 20
    
    Reference Banks and Agent
 20.1
    
    Reference Banks
 If:20.1.1
    
    the whole of the Contribution (if any) of any Reference Bank is prepaid;20.1.2
    
    the Commitment of any Reference Bank is cancelled or reduced to zero in
accordance with Clause 3.9 or any other relevant provision hereof;20.1.3
    
    a Reference Bank transfers the whole of its rights and obligations (if any)
as a Lender under this Agreement; or20.1.4
    
    where applicable, any Reference Bank ceases to provide quotations to the
Agent for the purposes of determining LIBOR,
  20.2
    
    Decision making
 20.2.1
    
    Save as expressly provided in Clause 20.2.2 or as otherwise expressly
provided herein, any proposed course of action in connection with any matter
requiring the consent of the Lenders under or in connection howsoever with this
Agreement shall only be taken with the consent of all the Lenders including,
but without limitation to the generality of the foregoing:
 (a)
    
    the release of the Borrower from any of its
obligations hereunder provided that the Agent may agree with the
Borrower the terms and conditions upon which a condition precedent that
is not material, in
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the opinion of the Agent, may be deemed to be a condition
subsequent;(b)
    
    the amendment of any of the provisions of this
Agreement;(c)
    
    any time or other indulgence to be granted to
the Borrower in respect of its obligations under this Agreement.
 20.2.2
    
    Proposals in connection with the following matters shall, in the absence of
agreement thereon by all of the Lenders or as otherwise provided in this
Agreement, be determined by the Majority Lenders:
 (a)
    
    the making of any declaration by the Agent
under Clause 12.2;(b)
    
    the institution of any legal proceedings for
the enforcement of any rights or powers whatsoever pursuant to the
terms of this Agreement;(c)
    
    any course of action whatsoever from time to
time (other than the making of a demand for payment hereunder) whether
of a legal or commercial nature or otherwise howsoever for the purpose
of achieving a full or partial recovery of any principal, interest or
other amount due and payable by the Borrower hereunder or otherwise in
connection therewith following the making of a declaration by the Agent
under Clause 12.2;(d)
    
    any other matter in respect of which this
Agreement expressly provides that the consent of the Majority Lenders
shall be required.
 20.2.3
    
    Any determination of the Lenders shall be ascertained by the Agent either:
 (a)
    
    by means of a telefax sent by the Agent to each
of the Lenders in identical terms on the proposal or matter in issue;
or(b)
    
    by means of the vote of representatives of each
Lender at a meeting convened by the Agent and held for the purpose of
discussing (inter alia) such proposal or matter in issue.
  (i)
    
    where a decision of the Lenders is sought by
the Agent by means of a telefax sent in accordance with paragraph (a)
above and PROVIDED THATthe Agent verifies forthwith by telephone with
each relevant Lender that it has received such telefax in good order,
then the Agent may in its telefax:
 (1)
    
    recommend a proposed course of
action to be taken by the Lenders; and(2)
    
    specify a time limit (of not
less than three (3) Business Days) within which the Lenders are
required to respond to the Agents recommendation
 83




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so that, if any Lender fails to notify the Agent within such time
limit of its response to the recommendation, such Lender shall be
deemed to have accepted and approved the course of action proposed
by the Agent; and
 (ii)
    
    where the approval of the Majority Lenders is
required in respect of any matter, the approval shall be deemed to have
been given as soon as the Agent receives the requisite number of votes
in favour of the proposal so that the Agent may act on the basis of
such votes without having to wait for the response of (or to give any
notification to) any other Lender who has yet to reply to the Agent.
 20.3
    
    The Agent
 20.3.1
    
    Each of the Lenders hereby appoints the Agent to act as its agent under this
Agreement and the Security Documents with such rights, powers and discretions
as are expressly delegated to the Agent hereunder and thereunder.20.3.2
    
    The Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the Borrower under this
Agreement (whether such notice or request is addressed to the Agent
alone or the Agent on behalf of the Lenders) and of any information
delivered to it pursuant to Clause 10.2 and of any other matters which
the Agent considers material;(b)
    
    promptly deliver to the Lenders copies of any
accounts and certificates delivered to it pursuant to Clause 10.2 and,
as soon as reasonably practicable, copies of the documents delivered in
satisfaction of the requirements of Schedule 3;(c)
    
    promptly inform the Lenders in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Agent being under
any obligation to give prior notice to the Lenders of any such
exercise);(d)
    
    promptly notify the Lenders of the occurrence
of any Event of Default or any other default by the Borrower in the due
performance of or compliance with its material obligations under this
Agreement of which the Agent has actual knowledge or actual notice and
the occurrence of which the Agent has verified;(e)
    
    if directed by the Majority Lenders, exercise
(or refrain from exercising) any right, power or discretion vested in
it hereunder in accordance with the directions (subject to Clause
20.2.1) of the Majority Lenders provided, however, that it may refrain
from acting in accordance with any such directions until it has
received such security as it may require (whether by way of payment in
advance or otherwise) for all costs, claims, expenses (including legal
fees) and liabilities which it will or may expend or incur in complying
 84




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with such directions and for this purpose the Agent shall make a
demand for such security addressed to all the Lenders;(f)
    
    receive from the Borrower all payments of
principal, interest and other moneys expressed to be payable to the
Agent hereunder on behalf of all or any of the Lenders and shall
promptly distribute the same amongst the Lenders and itself in
accordance with the terms of this Agreement pending which the Agent
shall hold any and all such moneys on trust for the Lenders and itself;
and(g)
    
    enter into any amendment to any of the Security
Documents or grant any waiver of any obligation of any of the Obligors
under any of such Security Documents if so instructed by the Lenders.
 20.3.3
    
    The relationship between the Agent on the one part and each Lender on the
other is that of agent and principal and, except in relation to any moneys
referred to in Clause 20.3.2(f) and held by the Agent pending distribution
hereunder, the Agent shall not have a fiduciary relationship with or be, or be
deemed to be, a trustee of or for any such party.20.3.4
    
    In addition to the powers expressly given to the Agent by this Agreement:
 (a)
    
    the Lenders may give the Agent (generally or in
any particular case) any powers which the Lenders consider appropriate;
and(b)
    
    the Agent has power to take any other action
which it considers to be reasonably incidental or conducive to the
performance of its functions under this Agreement or otherwise
appropriate in the context of those functions, including the exercise
of any powers given to it by the Lenders.
 20.3.5
    
    The rights, powers and discretions vested in the Agent by this Agreement
shall only be exercised by the Agent in accordance with the instructions of the
Majority Lenders or (if so required in accordance with the provisions of Clause
20.2.1) the Lenders provided however that the Agent shall be entitled (but not
bound) to exercise or refrain from exercising any such right, power or
discretion without the directions of the Majority Lenders or the Lenders (as
the case may be) if the Agent believes that the immediate exercise of such
right, power or discretion is necessary or desirable to protect the interests
of the Lenders under or in respect of this Agreement.Where any right, power or discretion is vested in the Agent under this
Agreement but is expressed as being exercisable in accordance with the
directions of the Lenders or the Majority Lenders, such right, power or
discretion shall not be exercised by the Agent without the lawful directions
of the Lenders or the Majority Lenders (as the case may be).20.3.6
    
    Notwithstanding anything to the contrary expressed or implied herein, the
Agent shall not:
 (a)
    
    be bound to enquire as to the occurrence or
otherwise of any Event of Default or as to the performance by the
Borrower of its obligations under this Agreement;
 85




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(b)
    
    be bound to disclose to any other person any
information relating to the Borrower if such disclosure would or might
in its opinion constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person;(c)
    
    have any responsibility to the Lenders or each
other for:
 (i)
    
    the financial position,
creditworthiness, affairs or prospects of the Borrower;(ii)
    
    the performance or
non-performance howsoever by the Borrower of any of its
obligations hereunder;(iii)
    
    the due execution,
effectiveness, genuineness, validity or enforceability of this
Agreement or any document relating hereto or any filing or
recording thereof or the taking of any other action whatsoever
and howsoever in connection therewith or the collectability of
any sum due hereunder;(iv)
    
    any computations and/or
information supplied to the Lenders by the Agent in reliance
upon which the Lenders have entered into this Agreement;
 (d)
    
    be under any liability whatsoever for any
consequence of relying on:
 (i)
    
    any written communication or
document believed by it to be genuine or correct and to have
been communicated or signed by the person by whom it is
purported to have been communicated or signed; or(ii)
    
    the advice or opinions of any
professional advisers selected by it;
 (e)
    
    be under any duty to account to any Lender or
the Agent for any sum received by it for its own account or the profit
element of any such sum; or(f)
    
    be under any obligation other than those for
which express provision is made herein.
 20.3.7
    
    The Agent may:
 (a)
    
    carry out its duties hereunder through such
officers, directors, employees, consultants or independent agents as it
may in its unfettered discretion think fit;(b)
    
    assume that no Event of Default has occurred
and that the Borrower is not in breach of its obligations under this
Agreement unless the Agent has actual knowledge or actual notice to the
contrary;(c)
    
    engage and pay for the advice or services of
any internal or external lawyers, accountants, surveyors or other
experts whose advice or
 86




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services may to it seem necessary, expedient or desirable and rely
upon any advice so obtained;(d)
    
    rely as to any matters of fact which might
reasonably be expected to be within the knowledge of the Borrower upon
a certificate signed by or on behalf of the Borrower; and(e)
    
    rely upon any communication or document
believed by it to be genuine.
 20.3.8
    
    It is understood that each of the Lenders has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrower and, accordingly, each of the
Lenders warrants to the Agent that it has not relied and will not rely on the
Agent:
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Borrower in connection with this Agreement; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower.
 20.3.9
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent in the ordinary course of its business
and in accordance with its usual practices. In performing its duties and
functions hereunder, the Agent shall exercise the same care as it normally
exercises in making and administering loans for its own account, but assumes no
further responsibility in respect of such performance.20.3.10
    
    The Agent shall not be under any liability as a result of taking or omitting
to take any action in relation to this Agreement save in the case of gross
negligence or wilful misconduct and the Lenders will not assert or seek to
assert against any director, officer or employee of the Agent any claim they
might have against any of them in respect of the matters referred to in this
Clause 20.3.10.20.3.11
    
    The Agent (or any officer thereof) shall not be precluded by reason of so
acting from underwriting, guaranteeing the subscription of or subscribing for
or otherwise acquiring, holding or dealing with any debentures, shares or
securities whatsoever of the Borrower or from entering into any contract or
financial or other transaction with or from engaging in any banking or other
business with the Borrower and shall not be liable to account for any profit
made or payment received by it thereby or in connection therewith.
 20.4
    
    Retirement and replacement of the Agent
 20.4.1
    
    The Agent may retire at any time without assigning any reason by giving to
the Borrower, the Agent and the Lenders not less than thirty (30) days notice
of its intention to do so. Unless the Agent in its notice of retirement
nominates any of its associated companies to be its successor, the successor
 87




---



##### 



Agent may be appointed by the Majority Lenders (with the prior written
consent of the Borrower, such consent not to be unreasonably withheld or
delayed) during such thirty (30) day period PROVIDED THAT, should they fail
to do so, the Agent may then appoint as its successor a reputable and
experienced bank with an office in London.20.4.2
    
    If any Lender is dissatisfied with the Agent and wants it to be replaced,
such Lender shall consult with the other relevant Lenders and the Borrower for
a period of up to thirty (30) days to decide whether the Agent should be
replaced and, if so, by whom (such replacement being one of the relevant
Lenders or an associated company thereof). If at the end of such period the
relevant Lenders unanimously agree that the Agent should be replaced by a
particular Lender or one of its associated companies, and if the Borrower
consents in writing to the identity of the proposed replacement (such consent
(a) not to be unreasonably withheld and (b) not to be required if an Event of
Default has occurred and is continuing), then notice shall be given by the
relevant Lenders to the Agent specifying the date, being not fewer than five
(5) Business Days after the date of such notice, on which the appointment of
the successor Agent is, subject to Clause 20.4.4, to take effect.20.4.3
    
    For the purposes of this Clause 20.4:
 (a)
    
    an associated company of the Agent and/or any
Lender shall mean any company which is a holding company of the Agent
and/or such Lender or a wholly-owned subsidiary of it or its parent
company; and(b)
    
    relevant Lenders means all of the Lenders
other than that Lender which acts as Agent or whose associated company
acts in such capacity.
 20.4.4
    
    Any appointment of a successor Agent under Clause 20.4.1 or Clause 20.4.2
shall take effect upon:
 (a)
    
    the successor confirming in writing its
agreement to be bound by the provisions of this Agreement; and(b)
    
    notice thereof by the Agent and its successor
(which notice, shall specify the banks to which payments to the new
Agent shall be made thereafter) being given to each of the other
parties to this Agreement.
 20.4.5
    
    If a successor to the Agent is appointed under the provisions of this Clause
20.4:
 (a)
    
    the outgoing Agent shall be discharged from any
further obligation under this Agreement;(b)
    
    its successor and each of the other parties
hereto shall have the same rights and obligations amongst themselves as
they would have had if such successor had been a party hereto in place
of the outgoing Agent;
 88




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(c)
    
    Clause 20 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent in relation to any claim or loss which may be brought
against or incurred by it in connection with or as a result of any act,
omission, breach, neglect or other occurrence or matter relating to or
arising out of this Agreement which took place before its resignation.
 21
    
    Notices
 21.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.21.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America (marked for the attention of the Chief
Financial Officer and the Legal Department) (but one (1) copy shall suffice). Any
notice, demand or other communication to be made or delivered by the Borrower to the
Agent or the Swingline Lender pursuant to this Agreement shall (unless the Agent or
the Swingline Lender has by fifteen (15) days written notice to the Borrower
specified another address) be made or delivered to the Agent or the Swingline Lender
(as the case may be) at its Lending Branch, the details of which are set out in
Schedule 1.21.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is +1 305 436 4140 (marked for the attention
of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the
Legal Department) and in the case of the Agent or any Original Lender (including the
Swingline Lender) is as recorded in Schedule 1) specified by it from time to time
for the purpose and shall be deemed to have been received when transmission of such
telefax communication has been completed. Each such telefax communication, if made
to the Agent or any Lender (including the Swingline Lender) by the Borrower, shall
be signed by the person or persons authorised in writing by the Borrower and whose
signature appears on the list of specimen signatures contained in the secretarys
certificate required to be delivered by paragraph 2 of Part I of Schedule 3 and
shall be expressed to be for the attention of the department or officer whose name
has been notified for the time being for that purpose by the Agent or any Lender
(including the Swingline Lender) to the Borrower.21.4
    
    Electronic mailAny notice, demand or other communication other than a Drawdown Notice or a Renewal
Notice to be made or delivered pursuant to this Agreement may be made
 89




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by electronic mail or other electronic means, if the Agent, the Borrower and/or the
Lender (including the Swingline Lender):
 21.4.1
    
    agree that, unless and until notified to the contrary, this is to be an
accepted form of communication; and21.4.2
    
    notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by
that means; and21.4.3
    
    notify each other of any change to their electronic mail address or any other
such information supplied by them.
   (a)
    
    by the Agent to the Borrower or a Lender or by the Swingline
Lender to the Borrower or the Agent will be effective when it is sent by the
Agent or the Swingline Lender (as the case may be) unless the Agent or the
Swingline Lender (as the case may be) receives a message indicating failed
delivery and, if upon the senders express request, a confirmation of receipt
is requested, such confirmation has been sent; and(b)
    
    by the Borrower or a Lender (including the Swingline Lender) to
the Agent will be effective only when actually received by the Agent and then
only if it is addressed in such a manner as the Agent shall specify to that
party for this purpose.
  21.5
    
    ReceiptEach such notice, demand or other communication shall be deemed to have been made or
delivered (in the case of any letter) when delivered to its office for the time
being or, if sent by post, five (5) days after being deposited in the post first
class or express airmail (as the case may be) postage prepaid in an envelope
addressed to it at that address or, if sent by electronic mail, in accordance with
Clause 21.4.
 90




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21.6
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement or any other Security Document shall be in the
English language or accompanied by a certified English translation. In the event of
any conflict between the translation and the original text the translation shall
prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type.
 22
    
    Governing LawThis Agreement shall be governed by English law.
 23
    
    Waiver of ImmunityTo the extent that the Borrower may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process in relation to this Agreement or the other Security
Documents and to the extent that in any such jurisdiction there may be attributed to itself
or its assets such immunity (whether or not claimed) the Borrower hereby irrevocably and
unconditionally agrees throughout the Security Period not to claim and hereby irrevocably
waives such immunity to the full extent permitted by the laws of such jurisdiction. In
respect of any legal action or proceedings arising out of or in connection with any of the
Security Documents the Borrower hereby consents generally as a matter of procedure in
relation to the waiver of immunity (but not so as to prejudice any defence which the
Borrower may have on the merits of the substantive issue) to the giving of any relief or the
issue of any process in connection with such legal action or proceedings including without
limitation, the making, enforcement or execution against any property whatsoever
(irrespective of its uses or intended uses) of any order or judgment which may be made or
given in such legal action or proceedings.24
    
    Jurisdiction
 24.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 24.1 is for the benefit of the Lenders and the Agent only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.24.2
    
    The Borrower may not, without the Agents prior written consent, terminate the
appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.
 91




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24.3
    
    For the purpose of securing its obligations under Clause 24.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 24.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Borrowers process agent in England with the unconditional authority described in
Clause 24.2.24.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any process
or to forward any process to the Borrower) shall invalidate any proceedings or
judgment.24.5
    
    The Borrower appoints in the case of the courts of England the Process Agent to
receive, for and on its behalf service of process in England of any legal proceedings
with respect to this Agreement and any other Security Document.24.6
    
    A judgment relating to this Agreement which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.24.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.24.8
    
    In this Clause judgment includes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as a Mandated Lead Arranger, an Original Lender,
    
    
    )the Swingline Lender and the Agent
    
    
    )in the presence of:
    
    
    )
 92




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )CITIBANK N.A.
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )GIROZENTRALE
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )
 93




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )
 94




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Schedule 1
 Particulars of Agent, Mandated Lead Arrangers
and Original Lenders
 95




---



##### 



Schedule 2
 Notice of Drawdown
 96




---



##### 



Schedule 3
 Conditions Precedent
 97




---



##### 



Schedule 4
 Confidentiality Undertaking
 98




---



##### 



Schedule 5
 Transfer Certificate
 99




---



##### 



Schedule
Administrative Details of Transferee
 100




---



##### 



Schedule 6
 Quarterly Statement of Financial Covenants
 101




---



##### 



Schedule
Statement of Financial Covenants as of [ ] 20[ ] (in USD000)
 102




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Schedule 7
 Apollo-Related Transactions
 1
    
    Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing), the Investors shall pay to the Borrower USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Borrower,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent (50%) of the issued and outstanding
Ordinary Shares of the Borrower as of the Closing.1.2
    
    On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade
Assets to the Shareholder (or one of the Shareholders existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer
from the US flag to the Bahamas flag PROVIDED THATin the event that the transfer of
the Jade Assets can be effected in a manner that the parties to the Subscription
Agreement agree is more advantageous from a tax perspective than the manner set forth
above, such transfer shall be effected in an alternative manner and (ii) the
Shareholder (or one of its existing or newly-formed subsidiaries) will assume the Jade
Liabilities (such transactions together the Jade Transfer).1.3
    
    Effective as of the Closing, in consideration of the mutual covenants and
agreements contained therein, the Borrower has released, waived and forever discharged
Star, its Subsidiaries and their respective predecessors, successors, assigns,
officers, directors, shareholders, employees and agents and their respective counsel
(for the benefit of Star and its Subsidiaries) from any and all actions, causes of
actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of
any type, based on any fact or circumstance arising prior to the Closing based on
Stars relationship with the Borrower and its Subsidiaries prior to the Closing
(including any claims relating to actual or alleged breaches of fiduciary or other
duties by Stars directors, officers or shareholders), whether based on contract or any
applicable law (including tort, statute, local ordinance, regulation or any comparable
law) in any jurisdiction.1.4
    
    Star, the Borrower and the Investors have stated their mutual intention that,
following the Closing, Star and the Borrower continue their current policies and
practices of close collaboration in support of their mutual efforts to develop their
respective cruise line businesses, including providing assistance to each other in
mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration
in shipbuilding and sharing of ship design and providing or assisting in obtaining any
necessary consents and approvals relating to such initiatives, shipbuilding or ship
design PROVIDED THATin no event shall Star or the Borrower be obligated to engage in
any such efforts if such efforts could reasonably be expected to have an adverse effect
on the operation or prospects of such partys respective cruise line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in
its sole discretion to have all or a portion of the indemnity obligation of Star deemed
satisfied by having the Borrower issue to the Investors additional Ordinary Shares.
 103




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1.6
    
    If the transactions contemplated by the Subscription Agreement upon the Closing
are consummated, at the Closing (as described in clause 1.1 of this Schedule), the
Borrower shall pay, by wire transfer of immediately available funds, to each Person who
is the payee of any outstanding Borrower Transaction Expenses as of the Closing Date,
the amount owed to such Person. For the avoidance of doubt, in the event that the
Closing Date transaction fee payable to either (i) an Affiliate of the Investors or
(ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to
half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for
its mergers and acquisitions advisory fee, such excess amount shall be paid, with
respect to (i), by Star, or with respect to (ii), by the Investors. If the
transactions contemplated by the Subscription Agreement upon the Closing (as described
in clause 1.1 of this Schedule) are not consummated, all costs and expenses incurred in
connection with the Subscription Agreement and the transactions contemplated thereby
shall be paid by the party incurring such costs and expenses.
 2
    
    Shareholders AgreementFor so long as the ratio of the number of the Equity Securities owned by the Star Group on a
fully diluted basis divided by the number of the Equity Securities owned by the Investor
Group on a fully diluted basis is at least 0.6, the Borrower may not take any of the actions
set forth in schedule II of the Shareholders Agreement without the prior written approval
of Star. For the purpose of this clause on a fully diluted basis means taking into
account any shares issued or issuable under warrants, options and convertible instruments
(or other equity equivalents).
 3
    
    Reimbursement Agreement
 3.1
    
    NCL America Holdings UndertakingsStar and Investor I have agreed (the NCLA Undertakings) to cause the Borrower to
conduct the NCLA Business in the usual and ordinary course of business after the
Closing Date. In connection therewith, Star shall periodically reimburse the
Borrower for any NCLA Cash Losses up to the amount of the Cash Losses Cap.3.2
    
    Star Termination ElectionAt any time after the Closing Date, Star may give notice (the Star Termination
Election) to the Borrower and Investor I that it is terminating the NCLA
Undertakings. Following receipt by the Borrower of the Star Termination Election,
the parties to the Reimbursement Agreement shall then within thirty (30) days
thereafter either (i) enter into the NCLA Continuation Agreement (as defined in
clause 3.4 of this Schedule) or (ii) make the NCLA Wind-up Determination (as defined
in clause 3.5 of this Schedule).3.3
    
    Borrower Termination ElectionIn the event the Star Termination Election has not been delivered prior to 1
December 2008, then on the earlier of (i) such date and (ii) the date on which the
aggregate amount of NCLA Cash Losses actually accrued equals or exceeds
USD37,500,000, the Borrower may give notice to Star (the Borrower Termination
Election) that it is terminating the NCLA Undertakings. Following receipt by Star
of the Borrower Termination Election (a) the parties to the
 104




---



##### 



Reimbursement Agreement shall undertake the Shut Down Procedure (b) the America
Assets shall be transferred by NCL America Holdings to the Shareholder (or one of
its existing or newly-formed subsidiaries), which transfer shall be accomplished
through liquidations to the extent necessary and the Shareholder (or one of its
existing or newly-formed subsidiaries) shall assume any liabilities associated with
the America Assets, and the Pride of America Vessel shall be re-flagged in
connection with such transfer from the US flag to the Bahamas flag (such
transactions together the America Transfer) (c) the Borrower shall pay to Star an
amount equal to USD460,000,000 less any America Accumulated Book Depreciation and
less any Allocable America Indebtedness (d) the Borrower shall prepay and/or cancel
the relevant percentage of the term loan and revolving credit facilities outstanding
under the credit facilities related to the Aloha Assets (and the lenders under such
facilities shall release all of their liens on the Aloha Assets) and cause the
transfer to Star (or one of its subsidiaries) of all of NCL America Holdings right,
title and interest in the Aloha Assets free and clear of any Encumbrances through
liquidations that qualify as complete liquidations under section 331 of the Code of
NCL America Holdings, Pride of Aloha, Inc., a Delaware corporation, and each of NCL
America Holdings other subsidiaries, to the extent necessary and (e) Star shall
reimburse the Borrower for any and all Shut Down Costs up to USD35,000,000 (each
such payment, distribution or transaction, the Wind Up Transactions). Following
any decision to shut down the NCLA Business, any decision to sell or otherwise
dispose of any of the assets of the NCLA Business (other than the Pride of America
Vessel, the Pride of Aloha Vessel and their respective related assets) as part of
the Shut Down Procedure shall be determined solely by Star. The net proceeds of any
such sale or disposition(s) shall be deducted from and shall reduce the Shut Down
Costs by such amount of net proceeds.3.4
    
    NCL America Holdings Continuation AgreementIn the event that Star has provided the Borrower and Investor I with the Star
Termination Election, then within thirty (30) days thereafter, the Borrower and Star
will mutually agree in writing that the Borrower shall continue to operate and
manage the NCLA Business (the NCLA Continuation Agreement), in which case (i)
Stars obligations to reimburse the Borrower for the NCLA Cash Losses shall
terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii)
the Borrower shall pay to Star an amount equal to USD800,000,000, less the Aloha
Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less
the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such
amounts together the Payment) PROVIDED THATthe Payment shall be funded in part by
an incremental equity contribution to the Borrower by each of Star and Investor I in
the amount of USD170,000,000, less one-half of the Aloha Accumulated Book
Depreciation and less one-half of the Allocable Aloha Indebtedness.Subject to the proviso in the immediately preceding paragraph, the Borrower shall
use reasonable best efforts to fund any payments to Star pursuant to the NCLA
Continuation Agreement, NCLA Wind Up Transactions or the Borrower Termination
Election by either the use of funds generated internally by the Borrower or
generated from the incurrence of additional Indebtedness from existing or new debt
facilities. In the event that the Borrower is unable to fund payments in such a
manner, Star and Investor I acknowledge and agree that such funds shall be
 105




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##### 



generated by the net proceeds of a primary offering of additional Ordinary Shares to
the existing shareholders of the Borrower at the Subscription Price.3.5
    
    NCL America Holdings Wind-up DeterminationIn the event that the Borrower and Star have not entered into the NCLA Continuation
Agreement by the end of such thirty (30) day period or the Borrower provides to Star
notice prior to the expiration of such thirty (30) day period that the Borrower has
elected to shut down the NCLA Business (either such circumstance, the NCLA Wind-up
Determination) the parties shall consummate the Wind Up Transactions.If none of the Borrower Termination Election, the NCLA Continuation Agreement or the
NCLA Wind-up Determination has been made by 31 December 2008, the provisions of the
Reimbursement Agreement shall apply as if the Borrower and Star have entered into
the NCLA Continuation Agreement.
 4
    
    IndentureAs a result of the transactions contemplated by the Subscription Agreement (as described in
clause 1.1 of this Schedule), a change of control is triggered under the Indenture, dated 15
July 2004, between the Borrower and JPMorgan Chase Bank, N.A., as indenture trustee, with
respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and as
required by the terms of the Indenture, the Borrower will proceed with a repurchase offer
for the outstanding bonds at a purchase price in cash equal to one hundred and one per cent
(101%) of the principal amount plus accrued and unpaid interest. Apollo holds USD29,000,000
in principal amount of the said 10 5/8% Senior Notes due 2014.
 Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 Allocable America Indebtedness
 Allocable Jade Indebtedness
 106




---



##### 



Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Borrower Transaction Expenses
 107




---



##### 



PROVIDED THAT
 Cash Losses Cap
 Closing Date
 Code
 Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Indebtedness
 108




---



##### 



Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 NCLA Business
 109




---



##### 



NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Borrower with the Investor; and(ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 Person
 Post-Termination Expenses
 110




---



##### 



Pride of Aloha Vessel
 Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 111




---



##### 



Transaction Documents
 Transfer
 Voting Agreement
 112




---



##### 



Annex 1
 Accumulated Book Depreciation
  USD in millions
    
    
    
    
    
    
    
    
    
    Mar-07
    
    Jun-07
    
    Jul-07
    
    Aug-07
    
    Sep-07
    
    Oct-07
    
    Nov-07
    
    Dec-07
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08Pride of Aloha
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    304.6
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2
    
    
    
    282.2Pride of America
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    352.3
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2
    
    
    
    335.4
 
 Notes:A   Net book value at March 31 and June 30, 2007 as provided by managementB   Monthly depreciation based on YTD07 P&L; assuming no change in depreciation rates for current net book value going forwardC  FY07 and FY08 monthly capital expenditure per ship based on total FY07 and FY08 capital expenditure forecast prepared by management; assuming equal monthly spendD   Depreciation on FY07 and Fy08 capital expenditure spend per ship based on 5-year life, i.e. 20% depreciation per year, phased equally on monthly basis 113




---



##### 



Schedule 3
 Amended and Restated Guarantee  Norwegian Sun
 114




---



##### 



DATED 28 DECEMBER 2006
 NORWEGIAN SUN LIMITED
(as guarantor)
 to
 DnB NOR BANK ASA
(as agent for the lenders)
 
 GUARANTEE
in respect of the obligations of
NCL CORPORATION LTD.
(AS AMENDED AND RESTATED ON
21 DECEMBER 2007)
 
 115




---



##### 



INDEX
 Page1.
    
    Definitions
    
    
    1172.
    
    Guarantee and Indemnity
    
    
    1183.
    
    Survival of the Guarantors Liability
    
    
    1194.
    
    Continuing Guarantee
    
    
    1205.
    
    Exclusion of Guarantors Rights
    
    
    1216.
    
    Payments
    
    
    1217.
    
    Enforcement
    
    
    1228.
    
    Representations and Warranties
    
    
    1229.
    
    General Undertakings: Positive Covenants
    
    
    12410.
    
    General Undertakings: Negative Covenants
    
    
    12511.
    
    Discharge
    
    
    12612.
    
    Assignment and Transfer
    
    
    12713.
    
    Miscellaneous Provisions
    
    
    12714.
    
    Set-off
    
    
    12815.
    
    Waiver of Immunity
    
    
    12816.
    
    Notices
    
    
    12817.
    
    Governing Law
    
    
    12918.
    
    Jurisdiction
    
    
    129
 116




---



##### 



DEED OF GUARANTEE AND INDEMNITY
 Dated 28 December 2006 (as amended and restated on 21 December 2007)
 BY:
 NORWEGIAN SUN LIMITED Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 22 December 2006 as amended and restated by a
first supplemental deed thereto dated 21 December 2007 (hereinafter as the same may from
time to time be further amended, restated, novated, varied and/or supplemented the Facility
Agreement) entered into between (among others) (1) NCL Corporation Ltd. as borrower (the
Borrower) (2) the banks whose names and Lending Branches appear in Schedule 1 to the
Facility Agreement as lenders (the Lenders) and (3) the Agent, the Lenders agreed to make
available to the Borrower a revolving reducing credit facility of up to six hundred and ten
million Dollars (USD610,000,000) (the Facility).(B)
    
    Pursuant to clause 20.3 of the Facility Agreement it has been agreed that the benefit of this
Deed shall be held by the Agent as agent for itself and the Lenders and its and their
respective successors, assignees and transferees (together the Beneficiaries).(C)
    
    It is a condition precedent to the Lenders making the Facility available to the Borrower that
the Guarantor enters into this Deed.
 THIS DEED WITNESSES:
 1
    
    Definitions
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Facility Agreement shall have the meanings set out therein.Event of Default means any of the events specified in clause 12 of the Facility
Agreement;Outstanding Indebtedness means all sums of any kind at any time owing, actually or
contingently, by any Obligor to the Agent and/or the Beneficiaries under or pursuant
to the Facility Agreement and each other Security Document to which any of the
Obligors is a party (whether by way of repayment of principal, payment of interest
or default interest, payment upon any indemnity or counter-indemnity, reimbursement
for fees, costs or expenses or otherwise howsoever).1.2
    
    In this Deed unless the context otherwise requires:
 117




---



##### 



1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Deed unless otherwise stated and references to
this Deed are to be construed as references to this Deed including its
Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or that
document as from time to time amended, supplemented or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent, the Agent shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent may give or withhold its consent, approval or acceptance at
its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    The provisions of clause 1.3 of the Facility Agreement shall apply hereto
(mutatis mutandis) as if set out herein.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders making the Facility available to the Borrower,
the payment by the Agent to the Guarantor of ten Dollars (USD10) and other good and
valuable consideration (the receipt and adequacy of which the Guarantor hereby
acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as surety hereby
undertakes to the Agent to be responsible for and hereby irrevocably and
unconditionally guarantees to the Agent (on behalf of the Beneficiaries):
 (i)
    
    the due and punctual payment by each of the
Obligors to the Agent (on behalf of the Beneficiaries) (as and when due
by acceleration, demand or otherwise howsoever) of the Outstanding
Indebtedness and every part thereof; and
 118




---



##### 



(ii)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Facility Agreement and the other Security Documents; and
 2.1.2
    
    irrevocably and unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) irrevocably and unconditionally undertakes
immediately on demand by the Agent from time to time to indemnify the Agent and/or the
Beneficiaries and hold each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Agent and/or the Beneficiaries as a result of any
Transaction Document to which any of the Obligors is a party or any provision
thereof becoming invalid, void, voidable or unenforceable for any reason
whatsoever after execution hereof; and2.2.2
    
    any loss or damage of any kind arising directly or indirectly from any
failure on the part of any of the Obligors to perform any obligation to be
performed by any of the Obligors under and pursuant to any Transaction Document
to which such Obligor is a party.
 3
    
    Survival of the Guarantors Liability
 3.1
    
    The Guarantors liability to the Agent under this Deed shall not be discharged,
impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by the Agent and/or
the Beneficiaries to or with any of the Obligors in respect of any of their
obligations under the Facility Agreement and each other Security Document to
which any of the Obligors is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any of the
Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection or avoidance of
or any defect in any security granted by, or the obligations of any of the
Obligors under the Facility Agreement and each other Security Document to which
any of the Obligors is a party or any amendment to or variation thereof or of
any other document or security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of the Obligors or
the merger or amalgamation or reconstruction of any of the Obligors with any
other corporate or other entity; or3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings analogous thereto)
of any of the Obligors or the appointment of a receiver or administrative
receiver or administrator or trustee or similar officer of any of the assets of
any of the Obligors or the occurrence of any circumstances whatsoever affecting
any Obligors liability to discharge its obligations
 119




---



##### 



under the Facility Agreement and each other Security Document to which it is
a party; or
 3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any of the Obligors
in respect of any claim by the Guarantor by right of subrogation in any such
liquidation; or3.1.7
    
    any release of any other Obligor or any renewal, exchange or realisation of
any security or obligation provided under or by virtue of any of the Security
Documents or the provision to the Agent or the Beneficiaries at any time of any
further security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of any other co-guarantor and/or indemnitor who is now or may
hereafter become under a joint and several liability with the Guarantor under
this Deed or the release of any other guarantor, indemnitor or other third
party obligor in respect of the obligations of any Obligor under any of the
Security Documents; or3.1.9
    
    any failure on the part of the Agent or the Beneficiaries (whether
intentional or not) to take or perfect any security agreed to be taken under or
in relation to any of the Security Documents or to enforce any of the Security
Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or equitable
discharge of any of the Guarantors obligations under this Deed; or3.1.11
    
    any variation or amendment of any Transaction Document.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Agent (on behalf of the Beneficiaries)
of each and every part and the ultimate balance of the Outstanding Indebtedness
in accordance with the Facility Agreement and each other Security Document to
which any of the Obligors is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Agent and/or the Beneficiaries from time to time in
respect of the Outstanding Indebtedness or any part thereof; and4.1.3
    
    a guarantee of payment and not of collection.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Agent or any discharge
given by the Agent to the Guarantor or any other agreement reached between the Agent
and the Guarantor in relation to this Deed shall be, and be deemed always to have been,
void ab initio if any act satisfying any of the said obligations or on the faith of
which any such discharge was given or any such agreement was
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entered into is subsequently avoided in whole or in part by or pursuant to any
provision of any applicable law whatsoever.
 4.3
    
    This Deed shall remain the property of the Agent (on behalf of the
Beneficiaries) and, notwithstanding that all moneys and liabilities due or incurred by
any of the Obligors to the Agent and/or the Beneficiaries which are guaranteed
hereunder shall have been paid or discharged, the Agent shall be entitled not to
discharge this Deed or any security held by the Agent and/or the Beneficiaries for the
obligations of the Guarantor hereunder for such period as may in the reasonable opinion
of the Agent be necessary or appropriate under any applicable insolvency law after the
last of such moneys and liabilities have been paid or discharged and in the event of
bankruptcy, winding-up or any similar proceedings being commenced in respect of any of
the Obligors, the Agent shall be at liberty not to discharge this Deed or any security
held by the Agent and/or the Beneficiaries for the obligations of the Guarantor
hereunder for and during such further period as the Agent may determine in its sole
discretion.
 5
    
    Exclusion of Guarantors Rights
 5.1
    
    Until the obligations of any Obligor under the Facility Agreement and each
other Security Document to which any Obligor is a party have been fully performed, the
Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Agent may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Agent:
 (i)
    
    exercise in respect of any amount paid by it
hereunder any right of indemnity, subrogation, contribution or any
other right or remedy which it may have in respect thereof; or(ii)
    
    claim payment of any other moneys for the time
being due to it or to which it may become entitled or exercise or
enforce or benefit from any other right, remedy or security in respect
thereof; or(iii)
    
    prove in a liquidation of any Obligor in
competition with the Agent and/or the Beneficiaries for any moneys
owing to the Guarantor by any other Obligor on any account whatsoever,
 PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any moneys pursuant to any such exercise, claim or proof, such
moneys shall be held by the Guarantor as trustee upon trust for the Agent
and the Beneficiaries to apply the same as if they were moneys received or
recovered by the Agent under this Deed.
 6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to
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the relevant account referred to in clause 7.1 of the Facility Agreement or such
account of the Agent with such other bank or financial institution as the Agent may
from time to time notify to the Guarantor in writing.
 6.2
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
 7
    
    Enforcement
 7.1
    
    The Agent shall not be obliged before taking steps to enforce this Deed to take
any action whatsoever against any of the Obligors under the Facility Agreement or any
other Security Documents to which they are a party and the Guarantor hereby waives all
such formalities or rights to which it would otherwise be entitled or which the Agent
would otherwise first be required to satisfy or fulfil before proceeding or making
demand against the Guarantor hereunder PROVIDED THATthe Agent shall not be entitled to
enforce its rights under this Deed otherwise than in circumstances which would
constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Agent that:
 8.1.1
    
    it is a limited liability company, duly incorporated, organised and validly
existing under the laws of Bermuda, possessing perpetual corporate existence,
the capacity to sue and be sued in its own name and the power to own its assets
and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and the other Security
Documents to which it is a party, that all necessary corporate or other action
has been taken to authorise the entry into and performance of this Deed and
such other Security Documents and that entering into this Deed and the other
Security Documents to which it is a party is for its corporate benefit;8.1.3
    
    this Deed constitutes and the other Security Documents to which it is a party
will when executed constitute its legal, valid and binding obligations
enforceable in accordance with their respective terms;8.1.4
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby do
not and will not conflict with:
 (i)
    
    any law or regulation or any official or
judicial order; or(ii)
    
    its constitutional documents; or(iii)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
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nor result in the creation or imposition of any Encumbrance other than a
Permitted Lien on any of its assets pursuant to the provisions of any such
agreement or document;
 8.1.5
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby
will not result in the Guarantor becoming insolvent;8.1.6
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or by
which it may be bound (including, inter alia, this Deed and the other Security
Documents to which it is a party);8.1.7
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby have been obtained or effected and
are in full force and effect;8.1.8
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed and the other Security Documents to which it is a party was and remains
true and correct in all material respects and there are no other material facts
or considerations the omission of which would render any such information
misleading;8.1.9
    
    the Guarantor has fully disclosed in writing to the Lenders through the Agent
all facts relating to the NCLC Group which it knows or should reasonably know
and which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into the Facility Agreement;8.1.10
    
    the claims of the Agent and the Beneficiaries against the Guarantor under
this Deed and the other Security Documents to which it is a party will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.11
    
    subject to clause 10.11 of the Facility Agreement, no member of the NCLC
Group has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the Guarantors knowledge and
belief) threatened against any member of the NCLC Group for its winding-up or
dissolution or for the appointment of a liquidator, administrator, receiver,
administrative receiver, trustee or similar officer of it or any or all of its
assets or revenues nor has any member of the NCLC Group sought any other relief
under any applicable insolvency or bankruptcy law;8.1.12
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;
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8.1.13
    
    to the best of its knowledge each member of the NCLC Group has complied with
all taxation laws in all jurisdictions in which it is subject to Taxation and
has paid all Taxes due and payable by it; no material claims are being asserted
against any member of the NCLC Group with respect to Taxes which might, if such
claims were successful, have a material adverse effect on its business, assets
or financial condition;8.1.14
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed
or any of the other Security Documents to which it is a party;8.1.15
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.16
    
    all of the twelve thousand (12,000) common shares each of par value of one
Dollar (USD1) (all of which have been issued) in the Guarantor are beneficially
owned and controlled directly or indirectly by the Borrower and such structure
shall remain so throughout the Security Period;8.1.17
    
    except for the filing of those Security Documents to which it is a party
which require registration in the Companies Registries in Bermuda and/or
England and Wales, which filings must be completed within twenty one (21) days
in the case of England and Wales, and for the registration of the relevant
Mortgage over the Guarantors Vessel through the Bahamas Maritime Authority,
the Guarantor does not have a place of business in any jurisdiction which would
require this Deed or any of the other Security Documents to which it is a party
to be filed or registered (if it had a place of business in that jurisdiction)
to ensure the validity of this Deed or any of the other Security Documents to
which it is a party; and8.1.18
    
    it has reviewed and agrees to all the terms and conditions of the Facility
Agreement and each other Security Document to which any Obligor is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(i), 8.1.9 and 8.1.15 shall survive the execution of this Deed and
shall be deemed to be repeated, with reference mutatis mutandis to the facts and
circumstances then subsisting, on each day until the actual and contingent obligations
of each Obligor have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with US GAAP.9.3
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.
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9.4
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed and the other Security Documents to which it is a party are obtained and
promptly renewed from time to time and will promptly furnish certified copies thereof
to the Agent and will procure that the terms of the same are complied with at all
times.9.5
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    The Guarantor will not, and will procure that none of its Subsidiaries will,
create or permit to subsist any Encumbrance on the whole or any part of its present or
future assets except for Permitted Liens and Encumbrances created prior to the date
hereof.10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not,
either in a single transaction or in a series of transactions whether related or not
and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or
otherwise transfer or dispose of all or any of its assets or any share or interest
therein except that:
 10.3.1
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.3.2
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.3.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.3.4
    
    the Guarantor may agree to sell the Vessel with the prior consent of the
Agent on the condition that contemporaneously with the completion of such sale
the relevant part of the Facility is cancelled and prepaid in accordance with
the provisions of clause 3 of the Facility Agreement; and10.3.5
    
    the Guarantor may let the Vessel on charter in accordance with the provisions
of clause 6.1.16 of the relevant Mortgage.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not,
make any loan or advance or extend credit to any person, firm or corporation (except
any loan, advance or credit made available to passengers on board a vessel for
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gambling purposes or to ships agents and except any loan, advance or credit to the
Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit
is fully subordinated to the rights of the Beneficiaries under the Security
Documents). In this Clause fully subordinated shall mean that any claim of the
lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the
case may be) in relation to such indebtedness shall rank after and be in all
respects subordinate to all of the rights and claims of the Agent and the Lenders
under this Agreement and the other Security Documents and that the lender shall not
take any steps to enforce its rights to recover any monies owing to it by the
Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and in
particular but without limitation the lender will not institute any legal or
quasi-legal proceedings under any jurisdiction at any time against the Vessels,
their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the
Borrower (as the case may be) and it will not compete with the Agent or the Lenders
in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned
Subsidiary of the Borrower (as the case may be) or in any proceedings in connection
with the Vessels, their Earnings or Insurances.
 10.5
    
    Save as contemplated by this Deed and otherwise in the ordinary course of its
business as owner of the Vessel, issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation.10.6
    
    Except with the prior written consent of the Agent, the Guarantor will not,
make or threaten to make any substantial change in its business as presently conducted,
or carry on any other business which is substantial in relation to its business as
presently conducted.10.7
    
    Except with the prior consent of the Agent and subject to clause 10.11 of the
Facility Agreement, the Guarantor will not enter into any amalgamation, restructure,
substantial reorganisation, merger, de-merger, amalgamation or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital or
obligations of any corporation or other entity.10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.9
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS THATif the Guarantor, in breach of this Clause, takes any security or
counter-security as aforesaid, such security shall be held by the Guarantor as trustee
upon trust for the Agent and the Beneficiaries.
 11
    
    Discharge
 11.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Agent (on behalf of the Beneficiaries) of all the Outstanding Indebtedness the Agent
will at the Guarantors request return this Deed to the Guarantor and the Agent shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Agent may at such time have in the security for the Outstanding Indebtedness and to the
proceeds of any such rights or security.
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12
    
    Assignment and Transfer
 12.1
    
    This Deed shall be binding upon the Guarantor and its successors and permitted
assigns and enure to the benefit of the Agent and the Beneficiaries and each of their
respective successors and permitted assigns.12.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.12.3
    
    The Agent and each Lender may assign or transfer its respective rights
hereunder to any person (including any other Lending Branch) to whom the rights, or the
rights and obligations, of the Agent or that Lender under the Facility Agreement are
wholly or partially assigned or transferred in accordance with the Facility Agreement.12.4
    
    Any Lender may disclose to any actual or potential assignee or Transferee or to
any person who may otherwise enter or propose to enter into contractual relations with
such Lender in relation to the Facility Agreement and this Deed any information about
the Obligors and the NCLC Group as such Lender shall reasonably consider necessary for
the purposes of inviting expressions of interest from other banks or financial
institutions SUBJECT ALWAYSto the relevant Lender procuring the execution by the
potential assignee or Transferee or any other person as aforesaid of a Confidentiality
Undertaking.12.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 13
    
    Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent or
any of the Lenders any right or remedy under this Deed, any other of the Security
Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy. No waiver by the Agent or any of the Beneficiaries shall
be effective unless it is in writing.13.2
    
    The rights and remedies of the Agent and each of the Beneficiaries provided
herein and in the other Security Documents are cumulative and not exclusive of any
rights or remedies provided by law.13.3
    
    If any provision of this Deed, the Facility Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such provision
in any other jurisdiction.13.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
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14
    
    Set-off
 14.1
    
    Following the occurrence of any Event of Default and for so long as the same is
continuing, the Guarantor irrevocably authorises the Agent and the Lenders to apply any
credit balance to which the Guarantor is entitled upon any account of the Guarantor
with any branch of any of the Agent and the Lenders in or towards satisfaction of any
sum due to the Agent or any Lender hereunder but unpaid, and to combine any accounts of
the Guarantor for this purpose. If such set-off requires a credit balance in a
currency other than Dollars to be transferred to an account maintained in connection
herewith the transfer shall be effected by crediting to the account in question the
amount of Dollars which the Agent or the Lender (as the case may be) could obtain by
exchanging such currency for Dollars at the rate of exchange at which its Lending
Branch would, at the opening of business on the date on which the combination is
effected, have sold the currency of that credit balance for Dollars for immediate
delivery.
 15
    
    Waiver of Immunity
 15.1
    
    The Guarantor irrevocably and unconditionally:
 15.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Agent or the Beneficiaries in relation to this Deed; and15.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 16
    
    Notices
 16.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telex or telefax.16.2
    
    Any notice, demand or other communication to be made or delivered by the Agent
to the Guarantor pursuant to this Deed shall (unless the Guarantor has by fifteen (15)
days written notice to the Agent specified another address) be made or delivered to
the Guarantor at 7665 Corporate Center Drive, Miami, Florida 33126, United States of
America (marked for the attention of the Chief Financial Officer, telefax no +1 305 436
4140 and the Legal Department, telefax no +1 305 436 4117) (but one copy shall suffice)
and shall be deemed to have been made or delivered (in the case of telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address. Any notice, demand or other communication to be made or
delivered by the Guarantor to the Agent or the Beneficiaries pursuant to this Deed
shall (unless the Agent has by fifteen (15) days written notice to the Guarantor
specified another address) be made or delivered to the Agent at its office for the time
being which is at present at Stranden 21, NO-0021 Oslo, Norway (marked for the
attention of Mrs Solveig Nuland Knoff, telefax no +47 22 482894) and shall be
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deemed to have made or delivered when transmission of such telefax communication has
been completed or (in the case of any letter) when delivered to the aforesaid
address or (as the case may be) five (5) days after being deposited in the post
first class postage prepaid in an envelope addressed to it at that address.
 16.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 17
    
    Governing Law
 17.1
    
    This Deed shall be governed by and construed in accordance with English law.
 18
    
    Jurisdiction
 18.1
    
    For the exclusive benefit of the Agent and the Beneficiaries, the Guarantor
agrees that any legal action or proceeding arising out of this Deed may be brought in
the High Court of Justice in England and irrevocably submits to the jurisdiction of
that court. The submission by the Guarantor to such jurisdiction shall not limit the
right of the Agent and/or the Beneficiaries to commence any proceedings arising out of
this Deed in whatsoever jurisdiction they may choose, nor shall the commencement of any
such legal action or proceeding in one (1) jurisdiction preclude the Agent and/or the
Beneficiaries from beginning any further or other such legal action or proceeding in
the same or any other jurisdiction.18.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN SUN LIMITED
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
for and on behalf of
    
    
    )
)DnB NOR BANK ASA
    
    
    )in the presence of:
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Schedule 4
 Amended and Restated Guarantee  Norwegian Dawn
 130




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DATED 28 DECEMBER 2006
 NORWEGIAN DAWN LIMITED
(as guarantor)
 to
 DnB NOR BANK ASA
(as agent for the lenders)
 
 GUARANTEE
in respect of the obligations of
NCL CORPORATION LTD.
(AS AMENDED AND RESTATED ON
21 DECEMBER 2007)
 
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INDEX
 Page1.
    
    Definitions
    
    
    1332.
    
    Guarantee and Indemnity
    
    
    1343.
    
    Survival of the Guarantors Liability
    
    
    1354.
    
    Continuing Guarantee
    
    
    1365.
    
    Exclusion of Guarantors Rights
    
    
    1376.
    
    Payments
    
    
    1377.
    
    Enforcement
    
    
    1388.
    
    Representations and Warranties
    
    
    1389.
    
    General Undertakings: Positive Covenants
    
    
    14010.
    
    General Undertakings: Negative Covenants
    
    
    14111.
    
    Discharge
    
    
    14212.
    
    Assignment and Transfer
    
    
    14313.
    
    Miscellaneous Provisions
    
    
    14314.
    
    Set-off
    
    
    14415.
    
    Waiver of Immunity
    
    
    14416.
    
    Notices
    
    
    14417.
    
    Governing Law
    
    
    14518.
    
    Jurisdiction
    
    
    145
 132




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DEED OF GUARANTEE AND INDEMNITY
 Dated 28 December 2006 (as amended and restated on 21 December 2007)
 BY:
 NORWEGIAN DAWN LIMITED Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 22 December 2006 as amended and restated by a
first supplemental deed thereto dated 21 December 2007 (hereinafter as the same may from
time to time be further amended, restated, novated, varied and/or supplemented the Facility
Agreement) entered into between (among others) (1) NCL Corporation Ltd. as borrower (the
Borrower) (2) the banks whose names and Lending Branches appear in Schedule 1 to the
Facility Agreement as lenders (the Lenders) and (3) the Agent, the Lenders agreed to make
available to the Borrower a revolving reducing credit facility of up to six hundred and ten
million Dollars (USD610,000,000) (the Facility).(B)
    
    Pursuant to clause 20.3 of the Facility Agreement it has been agreed that the benefit of this
Deed shall be held by the Agent as agent for itself and the Lenders and its and their
respective successors, assignees and transferees (together the Beneficiaries).(C)
    
    It is a condition precedent to the Lenders making the Facility available to the Borrower that
the Guarantor enters into this Deed.
 THIS DEED WITNESSES:
 1
    
    Definitions
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Facility Agreement shall have the meanings set out therein.Event of Default means any of the events specified in clause 12 of the Facility
Agreement;Outstanding Indebtedness means all sums of any kind at any time owing, actually or
contingently, by any Obligor to the Agent and/or the Beneficiaries under or pursuant
to the Facility Agreement and each other Security Document to which any of the
Obligors is a party (whether by way of repayment of principal, payment of interest
or default interest, payment upon any indemnity or counter-indemnity, reimbursement
for fees, costs or expenses or otherwise howsoever).1.2
    
    In this Deed unless the context otherwise requires:
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1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Deed unless otherwise stated and references to
this Deed are to be construed as references to this Deed including its
Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or that
document as from time to time amended, supplemented or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent, the Agent shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent may give or withhold its consent, approval or acceptance at
its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    The provisions of clause 1.3 of the Facility Agreement shall apply hereto
(mutatis mutandis) as if set out herein.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders making the Facility available to the Borrower,
the payment by the Agent to the Guarantor of ten Dollars (USD10) and other good and
valuable consideration (the receipt and adequacy of which the Guarantor hereby
acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as surety hereby
undertakes to the Agent to be responsible for and hereby irrevocably and
unconditionally guarantees to the Agent (on behalf of the Beneficiaries):
 (i)
    
    the due and punctual payment by each of the
Obligors to the Agent (on behalf of the Beneficiaries) (as and when due
by acceleration, demand or otherwise howsoever) of the Outstanding
Indebtedness and every part thereof; and
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(ii)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Facility Agreement and the other Security Documents; and
 2.1.2
    
    irrevocably and unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) irrevocably and unconditionally undertakes
immediately on demand by the Agent from time to time to indemnify the Agent and/or the
Beneficiaries and hold each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Agent and/or the Beneficiaries as a result of any
Transaction Document to which any of the Obligors is a party or any provision
thereof becoming invalid, void, voidable or unenforceable for any reason
whatsoever after execution hereof; and2.2.2
    
    any loss or damage of any kind arising directly or indirectly from any
failure on the part of any of the Obligors to perform any obligation to be
performed by any of the Obligors under and pursuant to any Transaction Document
to which such Obligor is a party.
 3
    
    Survival of the Guarantors Liability
 3.1
    
    The Guarantors liability to the Agent under this Deed shall not be discharged,
impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by the Agent and/or
the Beneficiaries to or with any of the Obligors in respect of any of their
obligations under the Facility Agreement and each other Security Document to
which any of the Obligors is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any of the
Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection or avoidance of
or any defect in any security granted by, or the obligations of any of the
Obligors under the Facility Agreement and each other Security Document to which
any of the Obligors is a party or any amendment to or variation thereof or of
any other document or security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of the Obligors or
the merger or amalgamation or reconstruction of any of the Obligors with any
other corporate or other entity; or3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings analogous thereto)
of any of the Obligors or the appointment of a receiver or administrative
receiver or administrator or trustee or similar officer of any of the assets of
any of the Obligors or the occurrence of any circumstances whatsoever affecting
any Obligors liability to discharge its obligations
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under the Facility Agreement and each other Security Document to which it is
a party; or
 3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any of the Obligors
in respect of any claim by the Guarantor by right of subrogation in any such
liquidation; or3.1.7
    
    any release of any other Obligor or any renewal, exchange or realisation of
any security or obligation provided under or by virtue of any of the Security
Documents or the provision to the Agent or the Beneficiaries at any time of any
further security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of any other co-guarantor and/or indemnitor who is now or may
hereafter become under a joint and several liability with the Guarantor under
this Deed or the release of any other guarantor, indemnitor or other third
party obligor in respect of the obligations of any Obligor under any of the
Security Documents; or3.1.9
    
    any failure on the part of the Agent or the Beneficiaries (whether
intentional or not) to take or perfect any security agreed to be taken under or
in relation to any of the Security Documents or to enforce any of the Security
Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or equitable
discharge of any of the Guarantors obligations under this Deed; or3.1.11
    
    any variation or amendment of any Transaction Document.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Agent (on behalf of the Beneficiaries)
of each and every part and the ultimate balance of the Outstanding Indebtedness
in accordance with the Facility Agreement and each other Security Document to
which any of the Obligors is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Agent and/or the Beneficiaries from time to time in
respect of the Outstanding Indebtedness or any part thereof; and4.1.3
    
    a guarantee of payment and not of collection.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Agent or any discharge
given by the Agent to the Guarantor or any other agreement reached between the Agent
and the Guarantor in relation to this Deed shall be, and be deemed always to have been,
void ab initio if any act satisfying any of the said obligations or on the faith of
which any such discharge was given or any such agreement was
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entered into is subsequently avoided in whole or in part by or pursuant to any
provision of any applicable law whatsoever.
 4.3
    
    This Deed shall remain the property of the Agent (on behalf of the
Beneficiaries) and, notwithstanding that all moneys and liabilities due or incurred by
any of the Obligors to the Agent and/or the Beneficiaries which are guaranteed
hereunder shall have been paid or discharged, the Agent shall be entitled not to
discharge this Deed or any security held by the Agent and/or the Beneficiaries for the
obligations of the Guarantor hereunder for such period as may in the reasonable opinion
of the Agent be necessary or appropriate under any applicable insolvency law after the
last of such moneys and liabilities have been paid or discharged and in the event of
bankruptcy, winding-up or any similar proceedings being commenced in respect of any of
the Obligors, the Agent shall be at liberty not to discharge this Deed or any security
held by the Agent and/or the Beneficiaries for the obligations of the Guarantor
hereunder for and during such further period as the Agent may determine in its sole
discretion.
 5
    
    Exclusion of Guarantors Rights
 5.1
    
    Until the obligations of any Obligor under the Facility Agreement and each
other Security Document to which any Obligor is a party have been fully performed, the
Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Agent may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Agent:
 (i)
    
    exercise in respect of any amount paid by it
hereunder any right of indemnity, subrogation, contribution or any
other right or remedy which it may have in respect thereof; or(ii)
    
    claim payment of any other moneys for the time
being due to it or to which it may become entitled or exercise or
enforce or benefit from any other right, remedy or security in respect
thereof; or(iii)
    
    prove in a liquidation of any Obligor in
competition with the Agent and/or the Beneficiaries for any moneys
owing to the Guarantor by any other Obligor on any account whatsoever,
 PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any moneys pursuant to any such exercise, claim or proof, such
moneys shall be held by the Guarantor as trustee upon trust for the Agent
and the Beneficiaries to apply the same as if they were moneys received or
recovered by the Agent under this Deed.
 6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to
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the relevant account referred to in clause 7.1 of the Facility Agreement or such
account of the Agent with such other bank or financial institution as the Agent may
from time to time notify to the Guarantor in writing.
 6.2
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
 7
    
    Enforcement
 7.1
    
    The Agent shall not be obliged before taking steps to enforce this Deed to take
any action whatsoever against any of the Obligors under the Facility Agreement or any
other Security Documents to which they are a party and the Guarantor hereby waives all
such formalities or rights to which it would otherwise be entitled or which the Agent
would otherwise first be required to satisfy or fulfil before proceeding or making
demand against the Guarantor hereunder PROVIDED THATthe Agent shall not be entitled to
enforce its rights under this Deed otherwise than in circumstances which would
constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Agent that:
 8.1.1
    
    it is a limited liability company, duly incorporated, organised and validly
existing under the laws of the Isle of Man, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own
its assets and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and the other Security
Documents to which it is a party, that all necessary corporate or other action
has been taken to authorise the entry into and performance of this Deed and
such other Security Documents and that entering into this Deed and the other
Security Documents to which it is a party is for its corporate benefit;8.1.3
    
    this Deed constitutes and the other Security Documents to which it is a party
will when executed constitute its legal, valid and binding obligations
enforceable in accordance with their respective terms;8.1.4
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby do
not and will not conflict with:
 (i)
    
    any law or regulation or any official or
judicial order; or(ii)
    
    its constitutional documents; or(iii)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
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nor result in the creation or imposition of any Encumbrance other than a
Permitted Lien on any of its assets pursuant to the provisions of any such
agreement or document;
 8.1.5
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby
will not result in the Guarantor becoming insolvent;8.1.6
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or by
which it may be bound (including, inter alia, this Deed and the other Security
Documents to which it is a party);8.1.7
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby have been obtained or effected and
are in full force and effect;8.1.8
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed and the other Security Documents to which it is a party was and remains
true and correct in all material respects and there are no other material facts
or considerations the omission of which would render any such information
misleading;8.1.9
    
    the Guarantor has fully disclosed in writing to the Lenders through the Agent
all facts relating to the NCLC Group which it knows or should reasonably know
and which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into the Facility Agreement;8.1.10
    
    the claims of the Agent and the Beneficiaries against the Guarantor under
this Deed and the other Security Documents to which it is a party will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.11
    
    subject to clause 10.11 of the Facility Agreement, no member of the NCLC
Group has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the Guarantors knowledge and
belief) threatened against any member of the NCLC Group for its winding-up or
dissolution or for the appointment of a liquidator, administrator, receiver,
administrative receiver, trustee or similar officer of it or any or all of its
assets or revenues nor has any member of the NCLC Group sought any other relief
under any applicable insolvency or bankruptcy law;8.1.12
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;
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8.1.13
    
    to the best of its knowledge each member of the NCLC Group has complied with
all taxation laws in all jurisdictions in which it is subject to Taxation and
has paid all Taxes due and payable by it; no material claims are being asserted
against any member of the NCLC Group with respect to Taxes which might, if such
claims were successful, have a material adverse effect on its business, assets
or financial condition;8.1.14
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed
or any of the other Security Documents to which it is a party;8.1.15
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.16
    
    all of the three thousand (3,000) authorised shares (two) (2) of which are
issued) in the Guarantor are beneficially owned and controlled directly or
indirectly by the Borrower and such structure shall remain so throughout the
Security Period;8.1.17
    
    except for the filing of those Security Documents to which it is a party
which require registration in the Companies Registries in the Isle of Man
and/or England and Wales, which filings must be completed within one (1) month
of the execution of the relevant Security Documents in the case of the Isle of
Man and twenty one (21) days in the case of England and Wales, and for the
registration of the relevant Mortgage over the Guarantors Vessel through the
Bahamas Maritime Authority, the Guarantor does not have a place of business in
any jurisdiction which would require this Deed or any of the other Security
Documents to which it is a party to be filed or registered (if it had a place
of business in that jurisdiction) to ensure the validity of this Deed or any of
the other Security Documents to which it is a party; and8.1.18
    
    it has reviewed and agrees to all the terms and conditions of the Facility
Agreement and each other Security Document to which any Obligor is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(i), 8.1.9 and 8.1.15 shall survive the execution of this Deed and
shall be deemed to be repeated, with reference mutatis mutandis to the facts and
circumstances then subsisting, on each day until the actual and contingent obligations
of each Obligor have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with US GAAP.9.3
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.
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9.4
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed and the other Security Documents to which it is a party are obtained and
promptly renewed from time to time and will promptly furnish certified copies thereof
to the Agent and will procure that the terms of the same are complied with at all
times.9.5
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    The Guarantor will not, and will procure that none of its Subsidiaries will,
create or permit to subsist any Encumbrance on the whole or any part of its present or
future assets except for Permitted Liens and Encumbrances created prior to the date
hereof.10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not,
either in a single transaction or in a series of transactions whether related or not
and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or
otherwise transfer or dispose of all or any of its assets or any share or interest
therein except that:
 10.3.1
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.3.2
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.3.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.3.4
    
    the Guarantor may agree to sell the Vessel with the prior consent of the
Agent on the condition that contemporaneously with the completion of such sale
the relevant part of the Facility is cancelled and prepaid in accordance with
the provisions of clause 3 of the Facility Agreement; and10.3.5
    
    the Guarantor may let the Vessel on charter in accordance with the provisions
of clause 6.1.16 of the relevant Mortgage.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not,
make any loan or advance or extend credit to any person, firm or corporation (except
any loan, advance or credit made available to passengers on board a vessel for
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gambling purposes or to ships agents and except any loan, advance or credit to the
Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit
is fully subordinated to the rights of the Beneficiaries under the Security
Documents). In this Clause fully subordinated shall mean that any claim of the
lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the
case may be) in relation to such indebtedness shall rank after and be in all
respects subordinate to all of the rights and claims of the Agent and the Lenders
under this Agreement and the other Security Documents and that the lender shall not
take any steps to enforce its rights to recover any monies owing to it by the
Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and in
particular but without limitation the lender will not institute any legal or
quasi-legal proceedings under any jurisdiction at any time against the Vessels,
their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the
Borrower (as the case may be) and it will not compete with the Agent or the Lenders
in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned
Subsidiary of the Borrower (as the case may be) or in any proceedings in connection
with the Vessels, their Earnings or Insurances.
 10.5
    
    Save as contemplated by this Deed and otherwise in the ordinary course of its
business as owner of the Vessel, issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation.10.6
    
    Except with the prior written consent of the Agent, the Guarantor will not,
make or threaten to make any substantial change in its business as presently conducted,
or carry on any other business which is substantial in relation to its business as
presently conducted.10.7
    
    Except with the prior consent of the Agent and subject to clause 10.11 of the
Facility Agreement, the Guarantor will not enter into any amalgamation, restructure,
substantial reorganisation, merger, de-merger, amalgamation or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital or
obligations of any corporation or other entity.10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.9
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS THATif the Guarantor, in breach of this Clause, takes any security or
counter-security as aforesaid, such security shall be held by the Guarantor as trustee
upon trust for the Agent and the Beneficiaries.
 11
    
    Discharge
 11.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Agent (on behalf of the Beneficiaries) of all the Outstanding Indebtedness the Agent
will at the Guarantors request return this Deed to the Guarantor and the Agent shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Agent may at such time have in the security for the Outstanding Indebtedness and to the
proceeds of any such rights or security.
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12
    
    Assignment and Transfer
 12.1
    
    This Deed shall be binding upon the Guarantor and its successors and permitted
assigns and enure to the benefit of the Agent and the Beneficiaries and each of their
respective successors and permitted assigns.12.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.12.3
    
    The Agent and each Lender may assign or transfer its respective rights
hereunder to any person (including any other Lending Branch) to whom the rights, or the
rights and obligations, of the Agent or that Lender under the Facility Agreement are
wholly or partially assigned or transferred in accordance with the Facility Agreement.12.4
    
    Any Lender may disclose to any actual or potential assignee or Transferee or to
any person who may otherwise enter or propose to enter into contractual relations with
such Lender in relation to the Facility Agreement and this Deed any information about
the Obligors and the NCLC Group as such Lender shall reasonably consider necessary for
the purposes of inviting expressions of interest from other banks or financial
institutions SUBJECT ALWAYSto the relevant Lender procuring the execution by the
potential assignee or Transferee or any other person as aforesaid of a Confidentiality
Undertaking.12.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 13
    
    Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent or
any of the Lenders any right or remedy under this Deed, any other of the Security
Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy. No waiver by the Agent or any of the Beneficiaries shall
be effective unless it is in writing.13.2
    
    The rights and remedies of the Agent and each of the Beneficiaries provided
herein and in the other Security Documents are cumulative and not exclusive of any
rights or remedies provided by law.13.3
    
    If any provision of this Deed, the Facility Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such provision
in any other jurisdiction.13.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
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14
    
    Set-off
 14.1
    
    Following the occurrence of any Event of Default and for so long as the same is
continuing, the Guarantor irrevocably authorises the Agent and the Lenders to apply any
credit balance to which the Guarantor is entitled upon any account of the Guarantor
with any branch of any of the Agent and the Lenders in or towards satisfaction of any
sum due to the Agent or any Lender hereunder but unpaid, and to combine any accounts of
the Guarantor for this purpose. If such set-off requires a credit balance in a
currency other than Dollars to be transferred to an account maintained in connection
herewith the transfer shall be effected by crediting to the account in question the
amount of Dollars which the Agent or the Lender (as the case may be) could obtain by
exchanging such currency for Dollars at the rate of exchange at which its Lending
Branch would, at the opening of business on the date on which the combination is
effected, have sold the currency of that credit balance for Dollars for immediate
delivery.
 15
    
    Waiver of Immunity
 15.1
    
    The Guarantor irrevocably and unconditionally:
 15.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Agent or the Beneficiaries in relation to this Deed; and15.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 16
    
    Notices
 16.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telex or telefax.16.2
    
    Any notice, demand or other communication to be made or delivered by the Agent
to the Guarantor pursuant to this Deed shall (unless the Guarantor has by fifteen (15)
days written notice to the Agent specified another address) be made or delivered to
the Guarantor at 7665 Corporate Center Drive, Miami, Florida 33126, United States of
America (marked for the attention of the Chief Financial Officer, telefax no +1 305 436
4140 and the Legal Department, telefax no +1 305 436 4117) (but one copy shall suffice)
and shall be deemed to have been made or delivered (in the case of telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address. Any notice, demand or other communication to be made or
delivered by the Guarantor to the Agent or the Beneficiaries pursuant to this Deed
shall (unless the Agent has by fifteen (15) days written notice to the Guarantor
specified another address) be made or delivered to the Agent at its office for the time
being which is at present at Stranden 21, NO-0021 Oslo, Norway (marked for the
attention of Mrs Solveig Nuland Knoff, telefax no +47 22 482894) and shall be
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deemed to have made or delivered when transmission of such telefax communication has
been completed or (in the case of any letter) when delivered to the aforesaid
address or (as the case may be) five (5) days after being deposited in the post
first class postage prepaid in an envelope addressed to it at that address.
 16.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 17
    
    Governing Law
 17.1
    
    This Deed shall be governed by and construed in accordance with English law.
 18
    
    Jurisdiction
 18.1
    
    For the exclusive benefit of the Agent and the Beneficiaries, the Guarantor
agrees that any legal action or proceeding arising out of this Deed may be brought in
the High Court of Justice in England and irrevocably submits to the jurisdiction of
that court. The submission by the Guarantor to such jurisdiction shall not limit the
right of the Agent and/or the Beneficiaries to commence any proceedings arising out of
this Deed in whatsoever jurisdiction they may choose, nor shall the commencement of any
such legal action or proceeding in one (1) jurisdiction preclude the Agent and/or the
Beneficiaries from beginning any further or other such legal action or proceeding in
the same or any other jurisdiction.18.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN DAWN LIMITED
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
for and on behalf of
    
    
    )
)DnB NOR BANK ASA
    
    
    )in the presence of:
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Schedule 5
 Amended and Restated Deed of Covenants  Norwegian Sun
 146




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Schedule 6
 Amended and Restated Deed of Covenants  Norwegian Dawn
 147