##### 



Exhibit 4.55
   DATED 21 DECEMBER 2007
 NCL CORPORATION LTD.
(as borrower)
 NORWEGIAN PEARL, LTD.
NORWEGIAN GEM, LTD.
(as guarantors)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as lenders)
 DnB NOR BANK ASA
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Lower Saxony guarantee agent)
 
 SECOND SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
UP TO EUR624,000,000
REVOLVING LOAN FACILITY AGREEMENT
dated 7 October 2005
 
 [**]




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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, Lower Saxony Guarantee Agent and Lenders
    
    
    13Schedule 2
    
    Amended and Restated Facility Agreement
    
    
    14Schedule 3
    
    Amended and Restated Guarantee  Norwegian Pearl
    
    
    125Schedule 4
    
    Amended and Restated Guarantee  Norwegian Gem
    
    
    143Schedule 5
    
    Amended and Restated Deed of Covenants  Norwegian Pearl
    
    
    161Schedule 6
    
    Amended and Restated Deed of Covenants  Norwegian Gem
    
    
    162




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SECOND 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 PEARL, LTD.and NORWEGIAN GEM, LTD.each being a company incorporated in and
existing under the laws of Bermuda with its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda as guarantors (collectively the Guarantors and each
individually a Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lenders and each individually a Lender);(4)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Lenders
(the Agent); and(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Ness 7-9, 20457 Hamburg, Federal Republic of Germany as
German State of Lower Saxony agent (the Lower Saxony Guarantee Agent).
 WHEREAS
 (A)
    
    By a secured loan facility agreement dated 7 October 2005 as amended by a first supplemental
deed dated 13 November 2006 (the Original Facility Agreement) made between (among others)
(1) the Borrower as borrower (2) the Lenders as lenders (3) the Agent as agent and (4) the
Lower Saxony Guarantee Agent as agent, the Lenders agreed to make available to the Borrower a
revolving loan facility of up to six hundred and twenty four million euro (EUR624,000,000) or
the equivalent in Dollars (the Facility) in two (2) tranches. The repayment of the Facility
by the Borrower has been secured by (among other things) guarantees and indemnities dated 28
November 2006 and 1 October 2007 granted by the Guarantors respectively (the Original
Guarantees) and first priority statutory Bahamian ship mortgages granted by the Guarantors
respectively over their Vessels NORWEGIAN PEARL (ex Hull No S.669) and NORWEGIAN GEM (ex
Hull No S.670) (the Original Mortgages).
 (B)
    
    The Borrower has requested the amendment of certain provisions of the Original Facility
Agreement, the Original Guarantees and the deeds of covenants which constitute part of the
Original Mortgages (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.
 Deed Star
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(C)
    
    The consent of the Lenders, the Agent and the Lower Saxony Guarantee 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
 2




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and the Borrower shall allot and issue the New Shares to the Investors for the
Subscription Price; and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, 1.4 and 1.5 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, guarantees 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, the
Agent and the Lower Saxony Guarantee 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
 3




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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 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
 4




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(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;(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 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;
  (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 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,
 
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PROVIDED THAT
 3.2
    
    If the Agent in accordance with clause 20 of the Original Facility Agreement
decides to permit the amendment and restatement of the Original Facility Agreement, the
Original Guarantee and the Original Deed of Covenants hereby 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
Guarantee and the Original Deed 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, the Lower Saxony Guarantee 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,
the Lower Saxony Guarantee 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,
  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;
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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
 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, the Agent and/or the Lower Saxony Guarantee Agent any such restructuring fee
received.5.2
    
    The Borrower and the Guarantors jointly and severally undertake to reimburse
the Agent, the Lower Saxony Guarantee 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, the Lower Saxony Guarantee 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 Assurance
  7
    
    Counterparts
  8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower and/or a Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to
 7




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the Agent or the Lower Saxony Guarantee Agent (as the case may be) specified another
address) be made or delivered to the Borrower and/or the Guarantor at/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 or the Lower Saxony Guarantee Agent (as the case may be) has by fifteen (15)
days written notice to the Borrower or the Guarantor specified another address) be
made or delivered to the Agent or the Lower Saxony Guarantee Agent at its Lending
Branch, the details of which are set out in Schedule 1.8.2
    
    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 and the Lower Saxony Guarantee
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 or the Lower Saxony Guarantee 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 or the Lower Saxony Guarantee
Agent (as the case may be) 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 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, the Lower Saxony Guarantee 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
 8




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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 10.2.10.4
    
    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: Shareen Akhtar
    
    
    )
    9




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SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul Turner
    
    )for and on behalf of
    
    )
    
    /s/ Paul TurnerNORWEGIAN PEARL, LTD.
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul Turner
    
    )for and on behalf of
    
    )
    
    /s/ Paul TurnerNORWEGIAN GEM, LTD.
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    )Bremen Branch
    
    )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 and the Agent
    
    )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 CleggBAYERISCHE HYPO- UND VEREINSBANK AG
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggDEUTSCHE SCHIFFSBANK
    
    )AKTIENGESELLSCHAFT, Bremen and Hamburg
    
    )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 CleggFOKUS BANK
    
    )(Norwegian Branch of Danske Bank A/S)
    
    )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 CleggSKANDINAVISKA ENSKILDA BANKEN
    
    )AB (publ)
    
    )in the presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    )
    
    /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    )as the Lower Saxony Guarantee Agent
    
    )in the presence of: As above
    
    )
 12




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Schedule 1
 Particulars of Agent, Lower Saxony Guarantee Agent and Lenders
 13




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Schedule 2
 Amended and Restated Facility Agreement
 14




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DATED 7 OCTOBER 2005
 NCL CORPORATION LTD.
(as borrower)
 DnB NOR BANK ASA
NORDEA BANK NORGE ASA
(as lead arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
KfW
NORDDEUTSCHE LANDESBANK GIROZENTRALE
(as co-arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as original lenders)
 DnB NOR BANK ASA
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Lower Saxony guarantee agent)
 
 UP TO EUR624,000,000
REVOLVING LOAN FACILITY AGREEMENT
AS AMENDED AND RESTATED ON
        21 DECEMBER 2007
 
 [**]
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CONTENTS
 Page
 1
    
    
    
    Definitions and Construction
    
    
    201.1
    
    Definitions
    
    
    201.2
    
    Construction
    
    
    371.3
    
    Agent
    
    
    381.4
    
    Lower Saxony Guarantee Agent
    
    
    381.5
    
    Third party rights
    
    
    382
    
    
    
    The Facility
    
    
    382.1
    
    Availability
    
    
    382.2
    
    Purpose and Application
    
    
    392.3
    
    Drawdown
    
    
    392.4
    
    Break costs
    
    
    402.5
    
    Conditions of drawdown
    
    
    412.6
    
    Several obligations of the Lenders
    
    
    412.7
    
    Lender's failure to perform
    
    
    412.8
    
    Fulfilment of conditions after drawdown
    
    
    412.9
    
    Conditions subsequent
    
    
    413
    
    
    
    Currency Option
    
    
    413.1
    
    Selection of Dollars
    
    
    413.2
    
    Conversion
    
    
    423.3
    
    Conditions and restrictions to conversion
    
    
    423.4
    
    Repayment in same currency
    
    
    433.5
    
    Exercise of currency option
    
    
    433.6
    
    No prepayment
    
    
    433.7
    
    No discharge
    
    
    434
    
    
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
    
    
    434.1
    
    Repayment
    
    
    434.2
    
    Scheduled reductions of Commitments to a Tranche
    
    
    444.3
    
    Sale or Total Loss of a Vessel: mandatory cancellation
    
    
    444.4
    
    Amounts payable on prepayment
    
    
    444.5
    
    Notice of prepayment
    
    
    454.6
    
    Voluntary cancellation of Commitments to a Tranche
    
    
    464.7
    
    Additional partial cancellation
    
    
    464.8
    
    Prepayment during Term
    
    
    464.9
    
    Mandatory cancellation in case of illegality
    
    
    464.10
    
    Voluntary cancellation following imposition of Substitute Basis
    
    
    474.11
    
    Cancellation in case of Total Loss of a Vessel
    
    
    474.12
    
    Cancellation in case of sale of a Vessel
    
    
    484.13
    
    Cancellation in case of non-delivery of a Vessel
    
    
    484.14
    
    Cancellation in case of reduction in the Owners Supply Costs
    
    
    485
    
    
    
    Interest
    
    
    485.1
    
    Payment of interest
    
    
    485.2
    
    Selection and duration of Interest Periods
    
    
    48
 16




---



##### 



5.3
    
    No notice and unavailability
    
    
    495.4
    
    Extension and shortening of Interest Periods
    
    
    495.5
    
    Interest Rate
    
    
    495.6
    
    Bank basis
    
    
    495.7
    
    Default interest
    
    
    496
    
    
    
    Substitute Basis of Funding
    
    
    506.1
    
    Market disturbance
    
    
    506.2
    
    Suspension of drawdown
    
    
    506.3
    
    Certificates of Substitute Basis
    
    
    516.4
    
    Review
    
    
    517
    
    
    
    Payments
    
    
    517.1
    
    Place for payment
    
    
    517.2
    
    Deductions and grossing-up
    
    
    517.3
    
    Production of receipts for Taxes
    
    
    527.4
    
    Currency of account
    
    
    537.5
    
    Money of account
    
    
    537.6
    
    Accounts
    
    
    547.7
    
    Earnings
    
    
    547.8
    
    Continuing security
    
    
    547.9
    
    Mitigation
    
    
    548
    
    
    
    Yield Protection and Force Majeure
    
    
    558.1
    
    Increased costs
    
    
    558.2
    
    Force majeure
    
    
    569
    
    
    
    Representations and Warranties
    
    
    579.1
    
    Duration
    
    
    579.2
    
    Representations and warranties
    
    
    5710
    
    
    
    Undertakings
    
    
    6110.1
    
    Duration
    
    
    6110.2
    
    Information
    
    
    6110.3
    
    Financial Undertakings
    
    
    6310.4
    
    Dividends
    
    
    6310.5
    
    Notification of default
    
    
    6510.6
    
    Consents and registrations
    
    
    6510.7
    
    Negative pledge
    
    
    6510.8
    
    Disposals
    
    
    6510.9
    
    Purchases
    
    
    6610.10
    
    Change of name or business
    
    
    6610.11
    
    Mergers
    
    
    6710.12
    
    Maintenance of status and franchises
    
    
    6710.13
    
    Financial records
    
    
    6810.14
    
    Subordination of indebtedness
    
    
    6810.15
    
    Guarantees
    
    
    6810.16
    
    Further assurance
    
    
    6810.17
    
    Valuation of the Vessels
    
    
    6810.18
    
    Marginal security
    
    
    69
 17




---



##### 



10.19
    
    Financial year end
    
    
    6910.20
    
    Maintenance and insurance
    
    
    7010.21
    
    Lower Saxony Guarantees
    
    
    7010.22
    
    Vessels
    
    
    7011
    
    
    
    Rights of the Agent and the Lenders
    
    
    7011.1
    
    No derogation of rights
    
    
    7011.2
    
    Enforcement of remedies
    
    
    7112
    
    
    
    Default
    
    
    7112.1
    
    Events of default
    
    
    7112.2
    
    Acceleration
    
    
    7712.3
    
    Default indemnity
    
    
    7712.4
    
    Set off
    
    
    7812.5
    
    Master Agreement rights
    
    
    7813
    
    
    
    Application of Funds
    
    
    7813.1
    
    Total Loss proceeds/proceeds of sale
    
    
    7813.2
    
    General funds/Event of Default monies
    
    
    8013.3
    
    Application of proceeds of Insurances
    
    
    8213.4
    
    Suspense account
    
    
    8214
    
    
    
    Fees
    
    
    8314.1
    
    Commitment fee
    
    
    8314.2
    
    Other fees
    
    
    8314.3
    
    Lower Saxony Guarantee fee
    
    
    8315
    
    
    
    Expenses
    
    
    8415.1
    
    Initial expenses
    
    
    8415.2
    
    Enforcement expenses
    
    
    8415.3
    
    Stamp duties
    
    
    8416
    
    
    
    Waivers, Remedies Cumulative
    
    
    8516.1
    
    No waiver
    
    
    8516.2
    
    Remedies cumulative
    
    
    8516.3
    
    Severability
    
    
    8516.4
    
    Time of essence
    
    
    8517
    
    
    
    Counterparts
    
    
    8518
    
    
    
    Changes to the Lenders
    
    
    8518.1
    
    Assignments and transfers by the Lenders
    
    
    8518.2
    
    Conditions of assignment or transfer
    
    
    8618.3
    
    Assignment or transfer fee
    
    
    8718.4
    
    Limitation of responsibility of Existing Lenders
    
    
    8718.5
    
    Procedure for transfer
    
    
    8818.6
    
    Copy of Transfer Certificate to Borrower
    
    
    8918.7
    
    Disclosure of information
    
    
    8918.8
    
    Borrowers co-operation
    
    
    89
 18




---



##### 



19
    
    
    
    Changes to the Borrower
    
    
    8920
    
    
    
    Reference Banks, Agent and Lower Saxony Guarantee Agent
    
    
    9020.1
    
    Reference Banks
    
    
    9020.2
    
    Decision making
    
    
    9020.3
    
    The Agent and the Lower Saxony Guarantee Agent
    
    
    9220.4
    
    Retirement and replacement of the
Agent and the Lower Saxony Guarantee Agent
    
    
    9721
    
    
    
    Notices
    
    
    9921.1
    
    Mode of communication
    
    
    9921.2
    
    Address
    
    
    9921.3
    
    Telefax communication
    
    
    9921.4
    
    Electronic mail
    
    
    9921.5
    
    Receipt
    
    
    10021.6
    
    Language
    
    
    10022
    
    
    
    Governing Law
    
    
    10023
    
    
    
    Waiver of Immunity
    
    
    10124
    
    
    
    Jurisdiction
    
    
    101Schedule 1 Particulars of Agent, Lower Saxony Guarantee
Agent, Lead Arrangers, Co-Arrangers and Original Lenders
    
    
    106Schedule 2 Notice of Drawdown
    
    
    107Schedule 3 Part I: Conditions Precedent
    
    
    108Part II: Condition Subsequent
    
    
    109Schedule 4 Confidentiality Undertaking
    
    
    110Schedule 5 Transfer Certificate
    
    
    111Schedule 6 Quarterly Statement of Financial Covenants
    
    
    113Schedule 7 Apollo-Related Transactions
    
    
    114
 19




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##### 



FACILITY AGREEMENT
 DATED 7 October 2005 (as amended and restated on 21 December 2007)
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the Borrower);(2)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway and NORDEA BANK NORGE ASAof
Middelthuns gate 17, NO-0107 Oslo, Norway as lead arrangers (collectively the Lead Arrangers
and each individually a Lead Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as co-arrangers
(collectively the Co-Arrangers and each individually a Co-Arranger);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Original Lenders and each individually an Original Lender);(5)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent); and(6)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Ness 7-9, 20457 Hamburg, Federal Republic of Germany as
German State of Lower Saxony agent (the Lower Saxony Guarantee 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 relative directors and auditors
reports;Advance Date, in relation to any Drawing, means the date on which that Drawing is
advanced to the Borrower pursuant to Clause 2.3 and applied in accordance with
Clause 2.2;
 20




---



##### 



Agents Spot Rate of Exchange means the Agents spot rate of exchange for the
purchase of one currency with another currency in the London foreign exchange market
at or about 11.00 a.m. London time on a particular day;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
management and policies of that person, whether through the ownership of voting
securities or by contract or otherwise;Agreement means this agreement;Apollo means the Fund and any Fund Affiliate;Apollo-Related Transactions means the transactions described in Schedule 7;Apollo Transaction Documents means the Subscription Agreement, the Shareholders
Agreement and the Reimbursement Agreement;Applicable Margin means, in respect of a Drawing or the commitment fee payable
pursuant to Clause 14.1, the rate per annum set out in the table below determined on
the Quotation Date for the relevant Interest Period in the case of a Drawing and on
the relevant payment date in respect of the said commitment fee based on the ratio
of Total Funded Debt to Consolidated EBITDA for the period of the four (4)
consecutive financial quarters ending at the end of the previous financial quarter
for which the Agent has received, or should have received, accounts:
[*].PROVIDED THATthe highest rate appearing in the respective column in the table above
shall apply if the accounts required to determine the Applicable Margin have not
been received by the Agent;Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other
stock exchange in the United States of America as is approved in writing by the
Agent (acting on the instructions of the Majority Lenders);Arrasas means Arrasas Limited of International House, Castle Hill, Victoria Road,
Douglas, Isle of Man IM2 4RB, British Isles;Associated Company in relation to any company, means any company which is a
Subsidiary or Holding Company of that company or the majority of whose shares are
beneficially owned by the same person or persons as own the majority of the shares
of that company;Availability Period means the Tranche A Availability Period or the Tranche B
Availability Period;
 21




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##### 



Available Commitment means, in relation to a Lender, the amount of its Commitment
in respect of the Facility or a Tranche (as the case may be) less the amount of its
Contribution to the Facility or the Tranche (as the case may be);Builder means Jos. L. Meyer GmbH of Industriegebiet Süd, 26871 Papenburg, Federal
Republic of Germany, the shipbuilder constructing the Vessels pursuant to the
Building Contracts;Building Contracts means, in respect of Hull No S.669, the shipbuilding contract
dated 24 December 2004 between the Builder, the Borrower and Norwegian Pearl for the
construction and delivery of Hull No S.669 and Specification Hull No S.669 dated 22
November 2004 and the appendices thereto marked 1, 2, 3 and 4 and, in respect of
Hull No S.670, the shipbuilding contract dated as of 3 May 2005 between the Builder,
the Borrower and Norwegian Gem for the construction and delivery of Hull No S.670
and Specification Hull No S.670 dated as of 3 May 2005 and the appendices thereto
marked 1, 2, 3 and 4;Business Day means any day on which banks and financial markets in London, Oslo,
Frankfurt am Main and New York are open for the transaction of business of the
nature contemplated by this Agreement;Cash Balance means, at any date of determination, the unencumbered and otherwise
unrestricted cash and cash equivalents of the NCLC Group;Certified Copy means, in relation to any document delivered or issued by or on
behalf of any company, a copy of such document certified as a true, complete and
up-to-date copy of the original by any of the directors or the secretary or
assistant secretary for the time being of that company;Charges means the two (2) valid and effective first priority shares charges one
(1) to be executed in respect of each of the Owners by the Shareholder as holder
(legally and beneficially) of all the authorised and issued shares in the relevant
Owner in favour of the Agent such charges to be in the form and on the terms and
conditions agreed between the Lenders and the Borrower and as specified in paragraph
26 of Part I of Schedule 3;Commitment means, as to each Original Lender, the sums set out opposite its name
in Schedule 1 as the amount of each Tranche which, subject to the terms of this
Agreement, it is obliged to advance to the Borrower under Clause 2 (or, where the
context so admits, such amount which any successor in title, assignee or transferee
(including any Transferee) of any Original Lender or Lender shall be obliged to
advance to the Borrower under Clause 2, following the assumption of all or any
portion of such liability from any Original Lender or Lender hereunder) in each case
as such amount may be reduced, cancelled or terminated under this Agreement PROVIDED
THATa schedule setting out the Commitments in respect of a Tranche expressed in
Dollars shall be agreed between the Agent and the Borrower on the first Currency
Conversion Date in respect of that Tranche and shall from such date be deemed to be
a part of this Agreement in substitution for Schedule 1 (or any substitute
therefor);Commitment Period means, in respect of a Tranche, the period beginning on the
Signing Date and ending on the earlier of the last day of the relevant
 22




---



##### 



Availability Period and the date on which the relevant Tranche or the Facility is
cancelled hereunder;Compulsory Acquisition means requisition for title or other compulsory acquisition
of a Vessel including its capture, seizure, detention or confiscation or
expropriation but excluding any requisition for hire by or on behalf of any
government or governmental authority or agency or by any persons acting or
purporting to act on behalf of any such government or governmental authority or
agency;Confidentiality Undertaking means the undertaking to be entered into relating to
the release of financial information pertaining to the NCLC Group by the Agent or
any Lender to a potential Transferee or assignee such undertaking to be in the form
of Schedule 4;Confirmation means a Confirmation exchanged or deemed to be exchanged between a
Lender or its Affiliate (as the case may be) and the Borrower as contemplated by the
relevant Master Agreement;Consolidated Debt Service means, for any relevant period, the sum (without double
counting), determined in accordance with US GAAP, of:
 (i)
    
    the aggregate principal payable or paid during such period on
any Indebtedness for Borrowed Money of any member of the NCLC Group, other
than:
 (a)
    
    principal of any such Indebtedness for Borrowed
Money prepaid at the option of the relevant member of the NCLC Group;(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
 23




---



##### 



period and the portion of any debt discount that must be amortised in such
period,
 as calculated in accordance with US GAAP and derived from the then latest unaudited
consolidated accounts of the NCLC Group delivered to the Agent in the case of any
period ending at the end of any of the first three (3) financial quarters of each
financial year of the Borrower and the then latest Accounts delivered to the Agent
in the case of the final quarter of each such financial year;Consolidated EBITDA means, for any relevant period, the aggregate of:
 (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 means, for any relevant period, the consolidated
interest expense (excluding capitalised interest) of the NCLC Group for such period;Consolidated Net Income means, for any relevant period, the consolidated net
income (or loss) of the NCLC Group for such period as determined in accordance with
US GAAP;Contract Prices means, in respect of Hull No S.669, three hundred and eighty nine
million euro (EUR389,000,000) being the price agreed between the Builder, the
Borrower and Norwegian Pearl for the construction of Hull No S.669 under article 8,
clause 1.1 of the relevant Building Contract and, in respect of Hull No S.670, three
hundred and ninety one million euro (EUR391,000,000) being the price agreed between
the Builder, the Borrower and Norwegian Gem for the construction of Hull No S.670
under article 8, clause 1.1 of the relevant Building Contract subject, in each case,
to article 8, clause 1.1(ii) of the relevant Building Contract;Contribution means, as to each Original Lender, the portion of the sums set out
opposite its name in Schedule 1 or any substitute schedule for Schedule 1 advanced
to the Borrower and for the time being outstanding;converted means actually or notionally (as the case may require) converted by the
Agent at the Agents Spot Rate of Exchange on the particular date for that
conversion pursuant to Clause 3, and the words convert and conversion shall be
construed accordingly;Credit Support Document means any document described as such in a Master Agreement
and any other document referred to in any such document which has the effect of
creating security in favour of the Agent or the Lenders;Credit Support Provider means any person (other than the Borrower) described as
such in a Master Agreement;
 24




---



##### 



Currency Conversion Date means the date on which a Drawing is advanced in or
converted to Dollars pursuant to Clause 3.1;Delivery Date means the date on which a Vessel is delivered to and accepted by the
relevant Owner pursuant to the relevant Building Contract which date is expected to
be 8 February 2007 in respect of Hull No S.669 and 1 October 2007 in respect of Hull
No S.670;Disclosure Letter means the letter so designated, given by the Borrower and
acknowledged by the Agent on the Signing Date and containing details of any material
litigation, arbitration or administrative proceedings affecting any Obligor which
have been 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 ten million Dollars (USD10,000,000) or the equivalent
in another currency);Dollar Drawing means the principal amount of a Drawing denominated in Dollars or
(as the context may require) the amount thereof for the time being drawn down and/or
denominated in Dollars and outstanding hereunder;Dollars andUSD means the lawful currency of the United States of America;Drawdown Notice means a notice to be given by the Borrower to the Agent pursuant
to Clause 2.3.1;Drawing means any amount of a Tranche advanced by the Lenders to the Borrower
pursuant to Clause 2.3;Earnings means, in respect of a Vessel, (whether earned or to be earned) any and
all freights, hire, fares and passage monies, proceeds of requisition (other than
proceeds of Compulsory Acquisition), rebates and commissions, all earnings deriving
from contracts of employment, demurrage, charterparties, contracts of
affreightment, pooling agreements and joint ventures, compensation, remuneration
for salvage and towage services, damages howsoever arising and detention monies,
damages for breach of any charterparty or other contract for the employment of that
Vessel, any amounts payable in consideration of the termination or variation of any
charterparty or other such contract and any other earnings whatsoever due or to
become due to the relevant Owner;Earnings Assignments means the two (2) valid and effective first legal assignments
of the Earnings of the Vessels (together with the notices thereof and the
acknowledgements) one (1) to be executed by each of the Owners in respect of its
Vessel in favour of the Agent such assignments, notices and acknowledgements to be
in the form and on the terms and conditions agreed between the Lenders and the
Borrower and as specified in paragraph 24.9 of Part I of Schedule 3;Encumbrance means any mortgage, charge, pledge, lien, assignment, hypothecation,
title retention, preferential right or trust arrangement or any other security
agreement or arrangement;Equivalent Amount means the Dollar equivalent of a euro amount determined at the
Agents Spot Rate of Exchange for conversion of euro to Dollars at
 25




---



##### 



10.00 a.m. London time five (5) Business Days prior to the relevant first Currency
Conversion Date;EURIBOR means with respect to any Interest Period with respect to a euro Drawing
the rate of interest (expressed as an annual rate) determined by the Agent to be:
 (i)
    
    the offered rate for deposits in euro for a period equivalent
to such Interest Period which appears on the page of the Reuters screen which
displays the average EURIBOR rate as agreed with EURIBOR FBE for deposits in
euro of the relevant amount 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 said Reuters screen, the interpolated rate per annum for deposits in euro
in an amount approximately equal to the euro Drawing as calculated by the
Agent, such interpolated rate to be based on the said Reuters screen PROVIDED
THATEURIBOR for periods of less than one (1) week will be ascertained under
sub-section (iii) below;
 or (if the said Reuters screen is discontinued or if the Agent is unable to make the
said determination due to technical breakdown in the relevant system or the Interest
Period is less than one (1) week)
 (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
euro in an amount approximately equal to the euro 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;
 EURIBOR FBE means the Banking Federation of the European Union;euro andEUR means the lawful currency of the Federal Republic of Germany;euro Drawing means the principal amount of a Drawing denominated in euro or (as
the context may require) the amount thereof for the time being drawn down and
outstanding hereunder;Event of Default means any of the events specified in Clause 12;Facility means the facility granted hereunder in the amount of the aggregate of
the Maximum Tranche Amounts or (as the context may require) the amount thereof for
the time being advanced and outstanding under this Agreement in whatever currency or
currencies it is for the time being denominated;Final Maturity Date, in respect of each Tranche, means the date falling one
hundred and forty four (144) months from the relevant Delivery Date or such other
date as is determined by the provisions of Clause 4;
 26




---



##### 



Financial Indebtedness means any obligation for the payment or repayment of money,
whether as principal or as surety and whether present or future, actual or
contingent;Force Majeure means, in relation to the Agent or any Lender, any event or
circumstance which is beyond the reasonable control of such party, which cannot be
foreseen or if foreseeable which is unavoidable, which occurs after the Signing Date
and which prevents that party from performing any of its obligations under this
Agreement;Free Liquidity means, at any date of determination, the aggregate of the Cash
Balance and any amounts freely available for drawing under the Facility or any other
revolving or other credit facilities of the NCLC Group, which remain undrawn, could
be drawn for general working capital purposes or other general corporate purposes
and would not, if drawn, be repayable within six (6) months;Fund means Apollo Management VI, LP a Delaware limited partnership with its
principal place of business at 9 West 57th Street, 43rd Floor,
New York, NY 10019, United States of America and other affiliated co-investment
partnerships;Fund Affiliate means the Investors and (i) each other Affiliate (as defined in
Schedule 7) of the Fund that is neither a portfolio company (which means a company
actively engaged in providing goods to unaffiliated customers), whether or not
controlled, nor a company controlled by a portfolio company and (ii) any individual
who is a partner or employee of Apollo Management, LP, Apollo Management IV, LP or
Apollo Management V, LP;Guarantees means the two (2) joint and several guarantees one (1) to be executed
by each of the Owners in favour of the Agent such guarantees to be in the form and
on the terms and conditions agreed between the Lenders and the Borrower and as
specified in paragraph 25 of Part I of Schedule 3;Holding Company has the meaning defined in the United Kingdom Companies Act 1985,
Section 736 as substituted by the United Kingdom Companies Act 1989, Section 144;Hull No S.669 means hull no S.669 at the yard of the Builder which, upon
construction as a cruise vessel with two thousand three hundred and eighty four
(2,384) lower berths, is to be delivered to Norwegian Pearl pursuant to the relevant
Building Contract and registered in the name of Norwegian Pearl under the laws and
flag of the Commonwealth of the Bahamas;Hull No S.670 means hull no S.670 at the yard of the Builder which, upon
construction as a cruise vessel with two thousand three hundred and eighty four
(2,384) lower berths, is to be delivered to Norwegian Gem pursuant to the relevant
Building Contract and registered in the name of Norwegian Gem under the laws and
flag of the Commonwealth of the Bahamas;Indebtedness for Borrowed Money means Financial Indebtedness (whether present or
future, actual or contingent, long-term or short-term, secured or unsecured) in
respect of:
 (i)
    
    moneys borrowed or raised;
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(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 THATthe following shall not constitute Indebtedness for Borrowed Money:
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders;(b)
    
    loans and advances made by any shareholder of the 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 means the two (2) valid and effective first legal
assignments of the Insurances of the Vessels (together with the notices thereof) one
(1) to be executed by each of the Owners in respect of its Vessel in favour of the
Lenders and/or the Agent such assignments and notices to be in the form and on the
terms and conditions agreed between the Lenders and the Borrower and as specified in
paragraph 24.10 of Part I of Schedule 3;Insurances means all policies and contracts of insurance and entries of a Vessel
in a protection and indemnity or war risks association which are effected in respect
of that Vessel, her freights, disbursements, profits or otherwise and all benefits,
including all claims and returns of premiums thereunder and shall also include all
compensation payable by virtue of Compulsory Acquisition;Interest Payment Date means the last day of each Interest Period and if an
Interest Period is longer than six (6) months duration the date falling at the end
of each successive period of six (6) months during such Interest Period from its
commencement;Interest Period means each period ascertained in accordance with Clause 5.2 or
Clause 5.7;Interest Rate means the rate of interest applicable to a Drawing calculated in
accordance with Clause 5.5, Clause 5.7 or Clause 6.3;
 28




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Investor I means NCL Investment Ltd. a company organised and existing under the
laws of Bermuda with its registered office at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda;Investor II means NCL Investment II Ltd. a company organised and existing under
the laws of the Cayman Islands with its registered office at c/o Walkers SPV
Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman
Islands, British West Indies;Investors means Investor I and Investor II;LIBOR means with respect to any Interest Period with respect to a Dollar Drawing
the rate of interest (expressed as an annual rate) determined by the Agent to be:
 (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 Dollar 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;
 OR (if Reuters BBA Page LIBOR 01 is discontinued or if the Agent is unable to make
the said determination due to technical breakdown in the relevant system or the
Interest Period is less than one (1) week)
 (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 Dollar 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 means:
 (i)
    
    any Original Lender; and(ii)
    
    any bank, financial institution, trust, fund or other entity
which has become a party to this Agreement in accordance with Clause 18,which in each case has not ceased to be a party to this Agreement in accordance with
the terms of this Agreement;Lending Branch means in respect of the Agent and each Original Lender its office
at the address set out beneath its name in Schedule 1 or such other office as it
shall from time to time select and notify through the Agent to the Borrower and
 29




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the Agent and in the case of any other Lender such office as it shall from time to
time select and notify through the Agent to the Borrower and the Agent;Lim Family means:
 (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;
 Lower Saxony Guaranteed Amount means the amount guaranteed from time to time under
a Lower Saxony Guarantee;Lower Saxony Guarantees means the two (2) guarantees to be issued by the German
State of Lower Saxony in favour of the Lower Saxony Guarantee Agent substantially in
the form appended to the Borrowers acknowledgements referred to in paragraph 20 of
Part I of Schedule 3 as security for approximately but not more than eighty per cent
(80%) of Portion B of each Maximum Tranche Amount, the maximum amount payable under
each of such guarantees (assuming that the amount of three hundred and eleven
million two hundred thousand euro (EUR311,200,000) is capable of being drawn down
hereunder in respect of Tranche A and the amount of three hundred and twelve million
eight hundred thousand euro (EUR312,800,000) is capable of being drawn down
hereunder in respect of Tranche B) being sixty two million two hundred and forty
thousand euro (EUR62,240,000) or the amount in Dollars agreed between the Lower
Saxony Guarantee Agent and the German State of Lower Saxony and approved by the
Lenders if the currency option contained in Clause 3 is exercised;Majority Lenders means Lenders the aggregate of whose Commitments exceed sixty
seven per cent (67%) of the aggregate total of the Commitments of all the Lenders;Management Agreements means the agreements entered into between the Owners and the
Manager in respect of the Vessels providing for the commercial and technical
management and crewing of the Vessels such agreements to be in the form and on the
terms and conditions agreed between the Agent and the Borrower;Management Agreement Assignments means the two (2) valid and effective first legal
assignments of the Management Agreements (together with the notices thereof and the
acknowledgements) one (1) to be executed by each of the Owners in respect of its
Vessel in favour of the Agent such assignments, notices and acknowledgements to be
in the form and on the terms and conditions agreed between the Lenders and the
Borrower;Manager means NCL (Bahamas) Ltd. of Milner House, 18 Parliament Street, Hamilton
HM 12, Bermuda, the company providing commercial and technical
 30




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management and crewing services for the Vessels pursuant to the Management
Agreements;Mandatory Cost means the cost imputed to a Lender of compliance with the mandatory
liquid asset requirements of any central bank or other fiscal, monetary or other
authority;Master Agreement means any ISDA Master Agreement (or any other form of master
agreement relating to interest or currency exchange transactions of a
non-speculative nature) entered into between a Lender or its Affiliate and the
Borrower before the Signing Date in relation to the obligations of the Borrower
under this Agreement and/or the Building Contracts, including each Schedule to any
Master Agreement and each Confirmation exchanged under any Master Agreement;Master Agreement Liabilities means, at any relevant time, all liabilities of the
Borrower to a Lender or its Affiliate (as the case may be) under the relevant Master
Agreement, whether actual or contingent, present or future;Material Adverse Effect means a material adverse effect on (i) the validity or
enforceability of any of the Security Documents or the Lower Saxony Guarantees or
the rights or remedies of the Lenders or their Affiliates (as the case may be)
thereunder (ii) the ability of any Obligor to perform its obligations under any of
the Security Documents or (iii) the business, operations, condition (financial or
otherwise) or prospects of the Borrower, either of the Owners or the NCLC Group
taken as a whole;Maturity Date in relation to a Drawing means the last day of its Term;Maximum Tranche Amount means:
 (i)
    
    before the first Currency Conversion Date in respect of a
Tranche, the lower of (a) eighty per cent (80%) of the relevant Contract Price
and (b) three hundred and eleven million two hundred thousand euro
(EUR311,200,000) in the case of Tranche A and three hundred and twelve million
eight hundred thousand euro (EUR312,800,000) in the case of Tranche B, as
reduced from time to time pursuant to Clause 4.2; and(ii)
    
    from the first Currency Conversion Date in respect of a
Tranche, the Equivalent Amount of the amounts referred to in paragraphs (a) and
(b) of paragraph (i) of this definition, as reduced from time to time pursuant
to Clause 4.2;
 month means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month save that, where any such
period would otherwise end on a day which is not a Business Day, it shall end on the
next Business Day, unless that day falls in the calendar month succeeding that in
which it would otherwise have ended, in which case it shall end on the preceding
Business Day PROVIDED THAT, if a period starts on the last Business Day in a
calendar month or if there is no numerically corresponding day in the month in which
that period ends, that period shall end on the last Business Day in that later
month;
 31




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Mortgages means the two (2) first priority statutory Bahamian ship mortgages and
deeds of covenants collateral thereto one (1) to be granted by each of the Owners
over its Vessel in each case in favour of the Lenders and/or the Agent as security
pursuant hereto and to the Master Agreements such mortgages and deeds of covenants
to be in the forms and on the terms and conditions agreed between the Lenders and
the Borrower and as specified in paragraph 24.8 of Part I of Schedule 3;NCL America Holdings means NCL America Holdings, Inc. of Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, United States of America;NCLC Fleet means the vessels owned by the companies in the NCLC Group;NCLC Group means the Borrower and its wholly owned Subsidiaries provided that for
the purposes of the definitions of Cash Balance, Consolidated Debt Service,
Consolidated Interest Expense, Consolidated Net Income, Total Capitalisation
and Total Net Funded Debt in this Clause 1.1, Clause 10.2 and Clause 10.3 NCLC
Group means the Borrower, its Subsidiaries and any other entity which is required
to be consolidated in the Borrowers accounts in accordance with US GAAP;Norwegian Gem means Norwegian Gem, Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;Norwegian Pearl means Norwegian Pearl, Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;Obligors means the Borrower, the Owners, the Shareholder, the Manager, any other
Credit Support Provider and any other party from time to time to any of the Security
Documents excluding the Agent, the Lenders and the Lower Saxony Guarantee Agent;Outstanding Indebtedness means all sums of any kind payable actually or
contingently to the Agent or the Lenders under or pursuant to this Agreement or any
other Transaction Document (whether by way of repayment of principal, payment of
interest or default interest, payment of any indemnity or counter indemnity,
reimbursement for fees, costs or expenses or otherwise howsoever) and any Master
Agreement Liabilities;Owners means Norwegian Pearl and Norwegian Gem;Owners Supply Costs means up to twenty five million euro (EUR25,000,000) being
the cost of the Buyers Supplies (as defined in the relevant Building Contract) in
respect of a Vessel;Permitted Indebtedness means monies borrowed or raised other than from any direct
or indirect shareholder of the Borrower for the purpose of acquiring a vessel, or
refinancing a vessel, for a member of the NCLC Group:
 (i)
    
    prior to the Signing Date and notified by the Borrower to the
Agent prior to the Signing Date;
 32




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(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 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 means (i) any Encumbrance created by or pursuant to the Security
Documents (ii) liens on a Vessel up to an aggregate amount at any time not exceeding
[*] for current crews wages and salvage and liens
incurred in the ordinary course of trading a Vessel (iii) any deposits or pledges to
secure the performance of bids, tenders, bonds or contracts (iv) any other
Encumbrance notified by any of the Obligors to the Agent prior to the Signing Date
(v) without prejudice to Clause 10.11, any Encumbrance in respect of existing
Financial Indebtedness of a person which becomes a Subsidiary of the Borrower or is
merged with or into the Borrower or any of its Subsidiaries (vi) liens on assets
leased, acquired or upgraded after the Signing Date or assets newly constructed or
converted after the Signing Date provided that (a) such liens secure Financial
Indebtedness otherwise permitted under this Agreement (b) such liens are incurred
within one (1) year following such lease, acquisition, upgrade, construction or
conversion and (c) the Financial Indebtedness secured by such liens does not exceed
the cost of such upgrade or the cost of such assets acquired or leased (vii)
statutory and other similar liens arising in the ordinary course of business
unrelated to Financial Indebtedness and securing obligations not yet delinquent or
which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established (viii) without prejudice to Clause 12.1.9,
liens arising out of the existence of judgments or awards in respect of the Borrower
or any of its Subsidiaries (ix) any other lien that may be created by the Borrower
from time to time in the ordinary course of business and (x) any deposits, liens or
other Encumbrances placed or incurred in connection with any bond or other surety
from time to time provided to the US Federal Maritime Commission in order to comply
with laws, regulations and rules applicable to the operators of passenger vessels
operating to or from ports in the United States of America PROVIDED THATthe
aggregate amount of all cash and the fair market value of all other property subject
to such liens as are described in paragraphs (vi) to (ix) above does not exceed
[*] and PROVIDED FURTHER THATany such lien as is
described in paragraphs (vii) to (ix) above does not imperil the security created by
any of the Security Documents and/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, in each case in the reasonable opinion of the Majority Lenders;Permitted Refinancing Indebtedness means any monies borrowed or raised at arms
length on usual terms and other than from any direct or indirect shareholder of the
Borrower which are used to refinance any Permitted Indebtedness including any
Permitted Refinancing Indebtedness;Portion A means (i) the first seventy five per cent (75%) of the Maximum Tranche
Amount in respect of Tranche A or Tranche A (as the context may require) and (ii)
the first seventy five point one three per cent (75.13%) of the
 33




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Maximum Tranche Amount in respect of Tranche B or Tranche B (as the context may
require);Portion B means (i) the last twenty five per cent (25%) of the Maximum Tranche
Amount in respect of Tranche A or Tranche A (as the context may require) and (ii)
the last twenty four point eight seven per cent (24.87%) of the Maximum Tranche
Amount in respect of Tranche B or Tranche B (as the context may require);Process Agent means Clifford Chance Secretaries Limited whose registered office is
presently at 10 Upper Bank Street, London E14 5JJ or any other person in England
nominated by the Borrower or any other Obligor and approved by the Agent as agent to
accept service of legal proceedings on their behalf under any of the Security
Documents;Quotation Date means, in relation to any Interest Period, the day on which
quotations would ordinarily be given in the relevant interbank eurocurrency market
for Dollar or euro (as the case may be) deposits for delivery on the first day of
that Interest Period PROVIDED THATif such quotation date is not a Business Day the
quotation date shall be the preceding Business Day;Reduction Dates means, in respect of each Tranche, subject to the provisions of
Clause 4, (i) the last day of each of the twenty three (23) consecutive periods of
six (6) months the first such period commencing on the relevant Delivery Date and
the twenty third (23rd) such period terminating eleven and a half (111/2)
years thereafter and (ii) the relevant Final Maturity Date;Reference Banks means the principal London offices (if any) of the Lead Arrangers
and the Co-Arrangers;Reimbursement Agreement means the reimbursement and distribution agreement dated
17 August 2007, by and among Investor I, the Borrower and Star;Renewal Date, in relation to any Drawing, means a date on which that Drawing is
extended by any Renewal Notice for such Drawing;Renewal Notice means a notice to be given by the Borrower to the Agent to extend
the period of a Term;Restatement Date has the meaning set out in the Second Supplemental Deed;Reuters BBA Page LIBOR 01 means the display currently designated as Reuters BBA
Page LIBOR 01, which includes London Interbank Offered Rates of four (4) major
banks, which are members of the International Swaps and Derivatives Association,
Inc. or such other service as may be nominated by the British Bankers Association
as the information vendor for displaying the London Interbank Offered Rates of major
banks in the London Interbank Market;Same Day Funds means Dollar funds settled through the New York Clearing House
Interbank Payments System or euro funds settled through TARGET or such other funds
for payment in Dollars or euro (as the case may be) as the Agent shall specify by
notice to the Borrower as being customary at the time for the
 34




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settlement of international transactions in New York or Frankfurt am Main (as the
case may be) of the type contemplated by this Agreement;Second Supplemental Deed means the second
supplemental deed dated 21 December
2007 to this Agreement;Security Documents means this Agreement, the Charges, the Mortgages, the
Guarantees, the Earnings Assignments, the Insurance Assignments, the Management
Agreement Assignments, the Master Agreements and any other Credit Support Documents,
the commitment letter referred to in Clause 14.2 and any other fee letter in
relation to the Facility and all such other documents as may be executed at any time
in favour of the Agent, the Lenders and/or the Lower Saxony Guarantee Agent as
security for the obligations of the Borrower and/or the other Obligors whether
executed pursuant to the express provisions of this Agreement or otherwise howsoever
but excluding the Lower Saxony Guarantees;Security Period means the period beginning on the first Advance Date and ending on
the date on which the amounts outstanding under this Agreement and under each of the
other Security Documents are finally and irrevocably repaid and/or cancelled in
full;Shareholder means NCL International, Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;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;Signing Date means the date of this Agreement;Star means Star Cruises Limited a company organised and existing under the laws of
Bermuda with its registered office at Canons Court, 22 Victoria Street, Hamilton HM
12, Bermuda;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;Subsidiary has the meaning defined in the United Kingdom Companies Act 1985,
Section 736 as substituted by the United Kingdom Companies Act 1989, Section 144;Substitute Basis means an alternative basis for maintaining a Drawing certified by
the Agent pursuant to Clause 6.3.1;Suspension Notice means a notice given by the Agent to the Borrower pursuant to
Clause 6.1;TARGET means trans European automated real time gross settlement express transfer
system;Taxes means all present and future income and other taxes, levies, imposts,
deductions, compulsory liens and withholdings whatsoever together with interest
 35




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thereon and penalties with respect thereto, if any, and any payments made on or in
respect thereof and Taxation shall be construed accordingly;Term means, in relation to a Drawing, the last day of the Interest Period in
respect of that Drawing as specified in the Drawdown Notice for such Drawing and as
extended by any Renewal Notice for such Drawing PROVIDED THATno Event of Default
has occurred before the relevant Renewal Date and the renewal of such Drawing would
not constitute an Event of Default and PROVIDED THATthe Term shall not extend
beyond the relevant Final Maturity Date;Third Party means any person or group of persons acting in concert (as the
expression acting in concert is defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;Total Capitalisation means, at any date of determination, Total Net Funded Debt
plus the consolidated stockholders equity of the NCLC Group at such date determined
in accordance with US GAAP and derived from the then latest unaudited and
consolidated accounts of the NCLC Group delivered to the Agent in the case of the
first three (3) quarters of each financial year and the then latest Accounts
delivered to the Agent in the case of the final quarter of each financial year;Total Funded Debt means, as at any relevant date, Total Net Funded Debt excluding
Indebtedness for Borrowed Money related to vessels under construction for a member
of the NCLC Group;Total Loss means any actual or constructive or arranged or agreed or compromised
total loss or Compulsory Acquisition of a Vessel;Total Net Funded Debt means, as at any relevant date:
 (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;
 less an amount equal to any Cash Balance as at such date;Tranche A means, of the Facility, the revolving credit facility granted hereunder
in the relevant Maximum Tranche Amount or (as the context may require) the principal
amount thereof for the time being advanced and outstanding under this Agreement;Tranche A Availability Period means the period beginning on the Delivery Date in
respect of Hull No S.669 and ending one (1) month before the relevant Final Maturity
Date;Tranche B means, of the Facility, the revolving credit facility granted hereunder
in the relevant Maximum Tranche Amount or (as the context may require) the principal
amount thereof for the time being advanced and outstanding under this Agreement;
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Tranche B Availability Period means the period beginning on the Delivery Date in
respect of Hull No S.670 and ending one (1) month before the relevant Final Maturity
Date;Tranches means Tranche A and Tranche B;Transaction means a transaction entered into between a Lender or its Affiliate
(as the case may be) and the Borrower governed by the relevant Master Agreement;Transaction Documents means the Security Documents, the Building Contracts, the
Drawdown Notices, the Renewal Notices, the Management Agreements and any other
material document now or hereafter issued in connection with the documents or the
transaction herein referred to but excluding the Lower Saxony Guarantees;Transfer Certificate means the certificate attached hereto as Schedule 5;Transfer Date means, in relation to any Transfer Certificate, the date specified
in such Transfer Certificate as the date for the making of the transfer or, where
such transfer is specified as being subject to the fulfilment of certain conditions,
the date on which the Agent receives a certificate from the Lender making the
transfer confirming that all such conditions have been fulfilled;Transferee means any reputable bank acceptable to the Agent which becomes a party
to this Agreement as a Lender pursuant to Clause 18;US GAAP means generally accepted accounting principles in the United States of
America consistently applied (or, if not consistently applied, accompanied by
details of the inconsistencies) including, without limitation, those set forth in
the opinion and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board; andVessels means:
 (i)
    
    Hull No S.669; and(ii)
    
    Hull No S.670.
 1.2
    
    ConstructionIn this Agreement unless the context otherwise requires:
 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;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
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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
    
    AgentThe Agent has been appointed by the Lenders and the Lower Saxony Guarantee Agent as
agent under Clause 20.3 and (unless the context otherwise requires) references
herein to the Agent shall be construed as references to itself, the Lenders and the
Lower Saxony Guarantee Agent. The Borrower shall only communicate with the Lenders
under this Agreement and the other Security Documents through the Agent and as
hereinafter referred to.1.4
    
    Lower Saxony Guarantee AgentThe Lower Saxony Guarantee Agent has been appointed by the Lenders and the Agent as
agent under Clause 20.3 and (unless the context otherwise requires) references
herein to the Lower Saxony Guarantee Agent shall be construed as references to
itself, the Lenders and the Agent.1.5
    
    Third party rightsA person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of
this Agreement.
 2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility which is of a revolving
nature. Each Tranche shall be available to the Borrower during the
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relevant Availability Period subject to the provisions of Clause 2.2, Clause
2.3 and Clause 3. Each Drawing shall be repaid on its Maturity Date.
However, a Term 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 Borrower
to the Agent not later than 9.00 a.m. London time five (5) Business Days
prior to the commencement of the relevant Interest Period.2.1.2
    
    Each Lender shall advance its Contribution to a Drawing in the proportion
which its Commitment for the time being bears to the other Commitments of the
Lenders to the relevant Tranche.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.
 2.2
    
    Purpose and ApplicationThe Borrower shall apply or procure the application by the Owners of the Facility as
follows:
 2.2.1
    
    An amount of Tranche A equal to the amount due to the Builder under the
relevant Building Contract on the relevant Delivery Date shall be applied in
part payment of the relevant Contract Price. If the whole or any part of
Tranche A is prepaid in accordance with Clause 4 such whole or part may be
applied for general corporate and working capital purposes for the Borrower and
its Subsidiaries; and2.2.2
    
    An amount of Tranche B equal to the amount due to the Builder under the
relevant Building Contract on the relevant Delivery Date shall be applied in
part payment of the relevant Contract Price. If the whole or any part of
Tranche B is prepaid in accordance with Clause 4 such whole or part may be
applied for general corporate and working capital purposes for the Borrower and
its Subsidiaries.
 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
    
    DrawdownThe Borrower shall only draw down a Drawing if:
 2.3.1
    
    the Agent receives at least five (5) Business Days notice of the Borrowers
request for the Drawing in the form of Schedule 2;2.3.2
    
    the Advance Date proposed is a Business Day within the relevant Availability
Period;
 39




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2.3.3
    
    the first Drawing in respect of a Tranche is to be applied in part payment of
the relevant Contract Price due to the Builder under the relevant Building
Contract on the relevant Delivery Date;2.3.4
    
    the Drawing is in a minimum amount of one million euro (EUR1,000,000) in the
case of a euro Drawing or one million Dollars (USD1,000,000) in the case of a
Dollar Drawing or a whole multiple thereof;2.3.5
    
    on any Advance Date not more than five (5) Drawings will be outstanding in
respect of the relevant Tranche;2.3.6
    
    the drawdown of the Drawing would not result in the amount of the relevant
Tranche exceeding the relevant Maximum Tranche Amount on the Advance Date;2.3.7
    
    no Event of Default has occurred before the relevant Advance Date and such
drawing would not constitute an Event of Default;2.3.8
    
    the representations and warranties set out in Clause 9 and each of the other
Security Documents are correct on the relevant Advance Date;2.3.9
    
    no written notice has been received indicating that the Lower Saxony
Guarantees do not, or the relevant Lower Guarantee does not (as the case may
be), validly exist without restriction; and2.3.10
    
    it is then lawful for each of the Lenders to make available its relevant
Contribution to the Drawing;
 PROVIDED THATthe Lenders will only be obliged to comply with Clause 3.1 if, on the
relevant Advance Date or on the commencement of the relevant Interest Period, no
Event of Default is continuing or would result from the conversion and the
representations made by the Borrower under Clause 9 are true in all material
respects.Each Drawing advanced under this Clause 2.3 shall be deemed to have been advanced
pro rata from Portion A and Portion B of the relevant Tranche.2.4
    
    Break costsIf for any reason a Drawing is not drawn down by the Borrower hereunder after the
relevant Drawdown Notice has been given to the Agent pursuant to Clause 2.3, the
Borrower will pay to the Agent for the account of the Lenders such amount as the
Agent may certify as necessary to compensate the Lenders (other than any Lender
whose default has caused the Drawing not to be drawn down) for any loss (including
any losses under any Master Agreements) or expense on account of funds borrowed,
contracted for or utilised in order to fund its Contribution to the Drawing. Each
Lender shall supply to the Agent a certificate of break costs which in the absence
of manifest error shall be conclusive as to the amounts due.
 40




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2.5
    
    Conditions of drawdownThe Agent shall not be under any obligation to advance a Drawing hereunder until all
the documents and evidence referred to in the relevant part of Part I of Schedule 3
are in the possession of the Agent in form and substance satisfactory to the Agent.2.6
    
    Several obligations of the LendersThe obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives an amount greater than the aggregate of the
Contributions to the Drawing, the Borrower forthwith upon the demand of the Agent
shall pay to the Agent (for the account of those Lenders whose Contributions were
exceeded) the amount certified by the Agent as representing the excess of the amount
paid to the Borrower over the due and proper amount of the Contributions of the
Lenders actually received by the Agent.2.7
    
    Lenders failure to performSubject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor shall any such other party be liable for the failure by such Lender to
perform its obligations hereunder.2.8
    
    Fulfilment of conditions after drawdownIf the Lenders, acting unanimously, decide (or the Agent in accordance with Clause
20 decides) to permit the advance of a Drawing to the Borrower hereunder without the
Agent having received all of the documents or evidence referred to in the relevant
part or parts of Part I of Schedule 3, the Borrower will nevertheless deliver the
remaining documents or evidence to the Agent within such period as the Agent may
stipulate and the advance of the Drawing 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 advance of
the Drawing in the absence of any of such documents or evidence.2.9
    
    Conditions subsequentThe Borrower undertakes to deliver or to cause to be delivered to the Agent the
additional documents and other evidence listed in Part II of Schedule 3.
 3
    
    Currency Option
 3.1
    
    Selection of DollarsThe selection of Dollars as the currency in which a Drawing is denominated is
subject to the conditions of, and the observance of the restrictions to, conversion
set out in Clause 3.3. The Borrower may in accordance with this Clause 3.1 select
Dollars as the currency in which it wishes a Drawing to be denominated. A selection
shall be made either by the Borrower:
 41




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3.1.1
    
    specifying the Dollar amount to be advanced in the Drawdown
Notice relating to the relevant Drawing; or3.1.2
    
    giving notice to the Agent to be received by the Agent not
later than 9.00 a.m. London time five (5) Business Days prior to the
commencement of the next Interest Period relating to the Drawing pursuant to
Clause 5.2.
 3.2
    
    ConversionIf the Borrower selects Dollars as the currency in which a Drawing is to be made in
accordance with Clause 3.1, the Drawing shall be converted from euro into Dollars
on, and with effect from, the beginning of the relevant Interest Period. The
Drawing shall remain denominated in Dollars until its Maturity Date and no further
Drawings of the relevant Tranche may be made in euro. Further, the Maturity Date of
any euro Drawing of the relevant Tranche shall be the next Interest Payment Date in
respect of that Drawing (notwithstanding the Maturity Date previously selected for
the Drawing), on which date the Drawing shall be repaid in accordance with Clause
4.1.3.3
    
    Conditions and restrictions to conversionThe conversion into and denomination of any Drawing in Dollars shall be subject to
Clause 2.3 and the following:
 3.3.1
    
    any Drawing up to the relevant Maximum Tranche Amount is available for
conversion;3.3.2
    
    no Drawing may at any time be converted into and/or denominated in more than
one (1) currency and any Drawdown Notice or other written instruction from the
Borrower requesting otherwise shall be of no effect;3.3.3
    
    a Drawing may only be converted into and denominated in Dollars if deposits
in Dollars for the amount of the Drawing and for the Interest Period selected
are available to the Lenders in the London Interbank Market in the ordinary
course of business on the relevant date. If such deposits are not so
available to the Lenders, the Drawing in question shall be advanced and
denominated or remain denominated (as the case may be) in euro;3.3.4
    
    the Agent being in possession of evidence in form and substance satisfactory
to it that from the relevant first Currency Conversion Date the sums insured
under the Insurances of the relevant Vessel will be denominated in Dollars in
accordance with the provisions of the relevant Mortgage; and3.3.5
    
    the Agent having been able to arrange for the sums insured under the
mortgagee interest insurance and the mortgagee interest insurance for
pollution risks (each as more particularly described in the relevant Mortgage)
to be in Dollars from the relevant first Currency Conversion Date.
 42




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3.4
    
    Repayment in same currencyDuring each Interest Period in respect of a Dollar Drawing, the obligation of the
Borrower to repay that Drawing in accordance with Clause 4.1 or Clause 4.5 and to
pay interest in respect of that Drawing shall be an obligation to repay the Drawing
and to pay interest (and any default interest pursuant to Clause 5.7) in respect of
the Drawing in Dollars.3.5
    
    Exercise of currency optionAll losses, damages, expenses, profits or currency risks arising from the exercise
of the currency option contained in this Clause 3 shall be for the account of the
Borrower.3.6
    
    No prepaymentThe conversion of a euro Drawing into Dollars or the operation of this Clause 3
shall not constitute or be construed as a prepayment pursuant to the provisions of
Clause 4.3.7
    
    No dischargeNotwithstanding the drawdown of a euro Drawing or the subsequent conversion of the
relevant euro Drawing into Dollars it is expressly acknowledged and agreed by the
parties hereto that the Security Documents shall remain in full force and effect and
that they shall stand as security for the Facility in whatever currency or
currencies it is for the time being denominated.
 4
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
 4.1
    
    RepaymentThe Borrower shall repay each Drawing on its Maturity Date in the currency in which
it was made available. If a Drawing (the new Drawing) is to be made on a day on
which another Drawing (the maturing Drawing) is due to be repaid then, subject to
the terms of this Agreement:
 4.1.1
    
    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); and4.1.2
    
    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 a
principal amount equal to the amount by which the new Drawing exceeds the
maturing Drawing.
 On a Final Maturity Date, all relevant outstanding Drawings and other sums (if any)
then owing under this Agreement shall in any event be repaid or paid in full.
 43




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4.2
    
    Scheduled reductions of Commitments to a Tranche
 4.2.1
    
    Subject to the second paragraph of this Clause 4.2.1, on each of the first
twenty three (23) Reduction Dates in respect of a Tranche the relevant Maximum
Tranche Amount as at the relevant Delivery Date shall be reduced in euro by one
thirtieth (1/30th) and on the Final Maturity Date the relevant
Maximum Tranche Amount as at the relevant Delivery Date shall be reduced in
euro by seven thirtieths (7/30ths).If the Borrower exercises the currency option contained in Clause 3 after
the first Reduction Date in respect of a Tranche the amounts of the
reductions to be made in Dollars on the Reduction Dates in respect of that
Tranche falling after the first Currency Conversion Date in respect of that
Tranche shall be calculated on the first of such Reduction Dates by dividing
the relevant Maximum Tranche Amount as at the relevant Reduction Date by the
number of one thirtieths (1/30ths) of the Tranche which have not been
reduced prior to that Reduction Date. A reduction schedule setting out the
amounts of the reductions to be made in Dollars on the Reduction Dates
remaining after the first Currency Conversion Date in respect of that
Tranche shall be agreed between the Agent and the Borrower on the first
Currency Conversion Date in respect of that Tranche and shall from such date
be deemed to be a part of this Agreement. Any reduction to be made on a
Reduction Date in respect of a Tranche falling on or prior to the first
Currency Conversion Date in respect of that Tranche shall be made in euro.The Borrower shall pay to the Agent in euro or in Dollars (as the case may
be) all accrued interest on the reduction amount to that Reduction Date.
Amounts repaid by the Borrower pursuant to this Clause 4.2.1 shall not be
available for reborrowing.4.2.2
    
    Without prejudice to any other provision of this Agreement, the Commitments
to a Tranche shall be reduced to zero on the relevant Final Maturity Date.
 4.3
    
    Sale or Total Loss of a Vessel: mandatory cancellationIf at any time during the Security Period a Vessel is sold or is or becomes a Total
Loss, the Commitments to the relevant Tranche shall be reduced to zero on the date
on which the proceeds of such sale or Total Loss are made available.4.4
    
    Amounts payable on prepaymentAny prepayment of a Drawing or a Tranche under this Clause 4 shall be made together
with:
 4.4.1
    
    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);4.4.2
    
    any additional amounts payable under Clause 7.2 and Clause 8.1;
 44




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4.4.3
    
    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
Tranche which is prepaid before the relevant Maturity Date or the fixed term by
reference to which the relevant Interest Rate has been ascertained; and4.4.4
    
    all other sums payable by the Borrower to the relevant Lender or the German
State of Lower Saxony under this Agreement including, without limitation, any
accrued commitment fee payable under Clause 14.1 and any accrued Lower Saxony
Guarantee fee payable under Clause 14.3.
 4.5
    
    Notice of prepaymentNo voluntary prepayment of a Drawing may be effected under this Clause 4 unless the
Borrower shall have given the Agent at least five (5) Business Days notice of its
intention to make such prepayment. Every notice of prepayment shall be effective
only on actual receipt by the Agent, shall be irrevocable, shall specify the amount
to be prepaid and shall oblige the Borrower to make such prepayment on the date
specified. Unless and to the extent that the Commitments to a Tranche are cancelled
or reduced on or with effect from the date of any such prepayment, amounts prepaid
may be re-drawn under this Agreement. The Borrower may not prepay any Drawing or
any part thereof save as expressly provided in this Agreement.The Drawing(s) to be wholly or partially prepaid pursuant to Clause 4.2.1 and Clause
4.8 shall be selected by the Borrower by not fewer than five (5) Business Days
notice to the Agent, which shall be irrevocable. The Borrower shall not be
permitted to make any selection pursuant to this Clause which would result in
partial prepayment of more than one (1) Drawing. If the Borrower fails to give
notice to the Agent selecting the Drawing(s) to be prepaid, the Borrower shall be
deemed to have selected to prepay first any Drawings having an Interest Period
ending on the Reduction Date in question. If there are no such Drawings or the
aggregate amount of the Drawing(s) having an Interest Period ending on the Reduction
Date in question either exceeds or falls short of the amount required to be prepaid,
the Borrower shall prepay, in full or in part, the Drawing(s) selected by the Agent.
 45




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4.6
    
    Voluntary cancellation of Commitments to a TrancheThe Borrower may at any time during an Availability Period by notice to the Agent
(effective only on actual receipt) cancel with effect from a date not less than five
(5) Business Days after the receipt by the Agent of such notice the whole or any
part (being a minimum amount of ten million euro (EUR10,000,000) or ten million
Dollars (USD10,000,000) (as the case may be) or a whole multiple thereof but not
more than the Available Commitments of all of the Lenders to the relevant Tranche as
at such date) of the total of the Available Commitments to the relevant Tranche as
at such date of all the Lenders. Any such notice of cancellation, once given, shall
be irrevocable and upon such cancellation taking effect the Commitment of each of
the Lenders to the relevant Tranche shall be permanently reduced proportionately and
the Borrower shall on the date designated in its notice prepay such amount of the
outstanding Drawings as will ensure that immediately thereafter the aggregate amount
of the Drawings will not exceed the Commitments to the relevant Tranche as so
reduced by virtue of the Borrowers cancellation.4.7
    
    Additional partial cancellationThe Borrower may also at any time during an Availability Period by notice to the
Agent (effective only on actual receipt) cancel with effect from a date not less
than five (5) Business Days after receipt by the Agent of such notice the whole but
not part only, but without prejudice to its obligations under Clause 7.2 and Clause
8.1, of the Commitment to the relevant Tranche of any Lender to which the Borrower
shall have become obliged to pay additional amounts under Clause 7.2 or Clause 8.1.
Upon any notice of such prepayment being given, the Commitment of the relevant
Lender to the relevant Tranche shall be reduced to zero and the Borrower shall be
obliged to prepay the Contribution of such Lender to the relevant Tranche on such
date.4.8
    
    Prepayment during TermThe Borrower may at any time by notice to the Agent (effective only on actual
receipt) prepay the whole or any part (being a minimum amount of ten million euro
(EUR10,000,000) or ten million Dollars (USD10,000,000) (as the case may be) or such
lesser amount as is acceptable to the Agent) of any Drawing prior to its Maturity
Date on not less than five (5) Business Days notice (whether or not any part of the
Commitment to the relevant Tranche is also being cancelled on such date pursuant to
any provision of this Agreement) and the Borrower shall when making such prepayment,
make such prepayment together with any amounts as referred to in Clause 4.4.4.9
    
    Mandatory cancellation in case of illegalityIf any change in, or in the interpretation or application of, any law, regulation or
treaty shall make it unlawful in any jurisdiction applicable to any of the Lenders
for that Lender to make available or maintain its Contribution to a Tranche or to
give effect to its obligations as contemplated hereby, the Agent may, by notice
thereof to the Borrower, declare that the relevant Lenders obligations shall be
terminated forthwith whereupon (if any of the relevant Tranche has then been
advanced) the Borrower shall prepay forthwith to the relevant Lender its
Contribution to the Tranche together with interest thereon to the date of such
 46




---



##### 



prepayment and all other amounts due to such Lender under Clause 4.4 and under the
Security Documents (or, if permitted by the relevant law, regulation or treaty, at
the end of the then current Interest Period).A Lender affected by any provision of this Clause 4.9 shall promptly inform the
Agent after becoming aware of the relevant change and the Agent shall, as soon as
reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under this
Clause 4.9 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
(for example (and if then possible and subject to the prior consent of the German
State of Lower Saxony) 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 Borrower and the Agent). 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.4.10
    
    Voluntary cancellation following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) Business Days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it
wishes to cancel a Tranche or the relevant part thereof, in which event the Borrower
shall forthwith cancel the Tranche or such relevant part thereof and prepay such
amount of the outstanding Drawings as will ensure that immediately thereafter the
aggregate of the amount of the Drawings will not exceed the Commitments to the
Tranche or relevant part thereof as so reduced by virtue of the Borrowers
cancellation.4.11
    
    Cancellation in case of Total Loss of a VesselIf a Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent on behalf of the Lenders within one hundred
and fifty (150) days thereof, by no later than the date which is one hundred and
fifty (150) days after the date of the event giving rise to such Total Loss cancel
and prepay the relevant Tranche in accordance with Clause 4.3 and Clause 13.1.For the purposes of this Clause 4.11, a Total Loss shall be deemed to have occurred:
 4.11.1
    
    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;4.11.2
    
    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; or4.11.3
    
    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
 47




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noon Greenwich Mean
Time on the date on which notice claiming the loss of the Vessel is given to
its insurers.
 4.12
    
    Cancellation in case of sale of a VesselIf a Vessel is sold by the relevant Owner with the prior consent of the Majority
Lenders (which consent is not to be unreasonably withheld or delayed), then the
Borrower will concurrent with completion of the sale cancel and prepay the relevant
Tranche in accordance with Clause 4.3 and Clause 13.1. Subject to Clause 4.4,
prepayment of a Tranche consequent upon the permitted sale of the relevant Vessel
shall absolve the Borrower from any liability to pay prepayment fees or costs other
than legal, registration or other costs incurred in relation to the release and
discharge of the Security Documents and the release of the relevant Lower Saxony
Guarantee.4.13
    
    Cancellation in case of non-delivery of a VesselIf Hull No S.669 has not been delivered to Norwegian Pearl within two hundred and
forty (240) days after 8 February 2007 or Hull No S.670 has not been delivered to
Norwegian Gem within two hundred and forty (240) days after 1 October 2007 the
relevant Tranche will be cancelled.4.14
    
    Cancellation in case of reduction in the Owners Supply CostsIf the amount of a Tranche advanced on the Delivery Date of the relevant Vessel
exceeds the relevant Maximum Tranche Amount when the Owners Supply Costs in respect
of the relevant Vessel, as evidenced by the information to be provided pursuant to
paragraph 1 of Part II of Schedule 3, are determined, the Borrower shall forthwith
cancel the relevant Tranche and prepay the relevant outstanding Drawings in each
case by such an amount that the relevant Maximum Tranche Amount is no longer
exceeded, in accordance with Clause 4.4 and Clause 13.2.
 5
    
    Interest
 5.1
    
    Payment of interestThe Borrower shall pay interest on each Drawing at the Interest Rate applicable for
each Interest Period in respect thereof which interest shall be payable in arrears
on each Interest Payment Date.5.2
    
    Selection and duration of Interest PeriodsThe Borrower may give notice to the Agent to be received by the Agent not later than
9.00 a.m. London time five (5) Business Days prior to the commencement of each
Interest Period, specifying whether that Interest Period is to be of one (1), 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 a Tranche. Interest Periods shall commence, in the case of the first
in respect of a 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 5, be of a
 48




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duration selected by the Borrower as above PROVIDED THATthe final Interest Period
in respect of a Drawing shall end on the Maturity Date of that Drawing.5.3
    
    No notice and unavailabilityIf the Borrower fails to select an Interest Period in accordance with Clause 5.2 or
the Agent certifies that deposits for the period selected by the Borrower are not
available to each of the Lenders in the ordinary course of business in the relevant
interbank eurocurrency market to fund the Drawing, the Borrower shall be deemed to
have selected an Interest Period of three (3) months (or such other period as the
Agent may in its sole discretion decide).5.4
    
    Extension and shortening of Interest Periods
 5.4.1
    
    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.5.4.2
    
    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.
 5.5
    
    Interest RateSubject to Clause 5.7 and Clause 6, the rate of interest applicable to a Drawing
during an Interest Period shall be the rate per annum which is the sum of EURIBOR or
LIBOR (as the case may be), the Applicable Margin and Mandatory Costs.5.6
    
    Bank basisInterest, commitment fee and any other payments hereunder or under the commitment
letter referred to in Clause 14.2 or any other fee letter of an annual nature shall
accrue from day to day and be computed on the basis of a year of three hundred and
sixty (360) days and for the actual number of days elapsed.5.7
    
    Default interestIf the Borrower fails to pay on the due date any sum due under this Agreement or any
of the other Security Documents to which it may at any time be a party, the Borrower
shall, without affecting any other remedy of the Agent or the Lenders, on demand pay
interest on such sum from the due date to the actual date of payment (as well after
as before judgment). Such interest shall accrue on a daily basis at the higher of
the Interest Rate fixed for the latest Interest Period and the
rate computed by the Agent and certified by the Agent to the Borrower as being the
aggregate of (a) the Applicable Margin, Mandatory Costs and two per cent (2%) and
(b) the greater of (i) in the case of the Lenders, the average (rounded upwards if
necessary to the next integral multiple of one-sixteenth of one per cent (1/16%)) of
the respective rates per annum at which each of the Lenders is able to acquire in
accordance with its normal practice deposits in euro or Dollars (as the case may be)
in successive periods of one (1) month (or for such shorter period as the Agent may
in its sole discretion select) in the relevant interbank eurocurrency market in an
amount equivalent to or comparable with its relevant Contribution to such sum, and,
in the case of the Agent, the rate per annum at which it is able to acquire in
accordance with its normal practice deposits in euro or Dollars (as the
 49




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case may be) in successive periods of one (1) month (or for such shorter period as the Agent may
in its sole discretion select) in the relevant interbank eurocurrency market in an
amount equivalent to such sum, as at approximately 11.00 a.m. Brussels time (in the
case of euro) and as at approximately 11.00 a.m. London time (in the case of
Dollars) on any relevant day and (ii) in the case of the Lenders, the average
(rounded upwards if necessary to the next integral multiple of one-sixteenth of one
per cent (1/16%)) of the cost to each of the Lenders of funding its relevant
Contribution to such sum, and, in the case of the Agent, the cost of funding such
sum, such interest to be compounded at the end of the period selected by the Agent
and to be payable on demand. In the event of EURIBOR or LIBOR (as the case may be)
not being available then the Agent shall in its discretion use the Substitute Basis
for its calculation as set out in Clause 6.3.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbanceNotwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Interest Period the Agent shall determine in good faith (which
determination shall be conclusive and binding on the parties hereto) that:
 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 5; or6.1.2
    
    deposits in euro or Dollars (as the case may be) 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,
 then the Agent shall promptly give a notice (being a Suspension Notice), containing
full particulars thereof in reasonable detail to the Borrower.6.2
    
    Suspension of drawdownIf a Suspension Notice is given by the Agent before the advance of a Drawing in
accordance with Clause 2 then the Agent shall not be obliged to advance any Drawing
until notice to the contrary is given by the Agent. During the period of thirty
(30) days from the giving of such Suspension Notice, the Agent and any Lender
affected by the relevant market disturbance shall consult in good faith with the
Borrower with a view to agreeing to an alternative basis for advancing of the
Facility or any relevant part thereof. If such alternative basis is agreed
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between the Borrower, the Agent, the relevant Lender or Lenders and the German State of
Lower Saxony, it shall apply in accordance with its terms.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 5.6.3.2
    
    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
    
    ReviewSo long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 6.1 still prevail with
a view to returning to the normal provisions of this Agreement.
 7
    
    Payments
 7.1
    
    Place for paymentSubject to Clause 14.3, all payments by the Borrower under this Agreement or any of
the other Security Documents to which it may at any time be a party shall be made to
the Agent in Same Day Funds and:
 7.1.1
    
    if in euro through the EBA clearing system to DnB NOR Bank ASA, London
(BIC:DNBAGB2L) in favour of DnB NOR Bank ASA, Oslo (BIC:DNBANOKK) by 10.00 a.m.
Brussels time; and7.1.2
    
    if in Dollars to Bank of New York, New York, for the account of DnB NOR Bank
ASA, Oslo account no 8033261374 by 10.00 a.m. New York time,
 or such other account or bank as the Agent may from time to time designate.7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to the Agent, the Lenders or the
Lower Saxony Guarantee Agent hereunder or under the commitment letter referred
to in Clause 14.2 or any other fee letter shall be made free
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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, the Lenders or the Lower Saxony Guarantee Agent 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.7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any Lender or the
Agent on its behalf, the Agent or the Lower Saxony Guarantee 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, the Agent or the Lower Saxony Guarantee 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, the Agent or the Lower
Saxony Guarantee Agent, the Borrower shall, upon demand of the Agent, indemnify
such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee
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, the
Agent or the Lower Saxony Guarantee Agent. If any Lender, the Agent or the
Lower Saxony Guarantee 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, the Agent or the Lower
Saxony Guarantee 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 TaxesIf the Borrower makes any payment hereunder in respect of which it is required by
law to make any deduction or withholding, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Agent within
thirty (30) days after it has made such payment to the applicable authority any
original receipt issued by such authority evidencing the payment to such authority
of all amounts so required to be deducted or withheld from such payment.If an additional payment is made under Clause 7.2.2 and any Lender or the Agent on
its behalf, the Agent or the Lower Saxony Guarantee Agent determines that it has
received or been granted a credit against or relief of or calculated with
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reference to the deduction or withholding giving rise to such additional payment, such Lender
or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay to the Borrower such amount as such
Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent
shall in its opinion have concluded to be attributable to the relevant deduction or
withholding. Any such payment shall be conclusive evidence of the amount due to the
Borrower hereunder and shall be accepted by the Borrower in full and final
settlement of its rights of reimbursement hereunder in respect of such deduction or
withholding. Nothing herein contained shall interfere with the right of any Lender,
the Agent and the Lower Saxony Guarantee Agent to arrange their respective tax
affairs in whatever manner they think fit.7.4
    
    Currency of accountUnless the Agent agrees or requires otherwise in accordance with the terms of this
Agreement:
 7.4.1
    
    a repayment or payment of all or part of the Facility, a Tranche, a Drawing
or any sum due and payable but unpaid by any Obligor under the Security
Documents shall be made in the currency in which the Facility, such Tranche,
such Drawing 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 accountIf any sum due from the Borrower under this Agreement or any other Security Document
to which it may at any time be a party, or any order or judgment given or made in
relation thereto, has to be converted from the currency (the
first currency) in which the same is payable under such Security Document, order
or judgment into another currency (the second currency) for the purpose of:
 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;
 the Borrower shall indemnify and hold harmless the Agent, the Lower Saxony Guarantee
Agent and each of the Lenders from and against any damages or losses suffered as a
result of any discrepancy between (a) the rate of exchange used to convert the sum
in question from the first currency into the second currency and (b) the rate or
rates of exchange at which each Lender, the Agent or the Lower Saxony Guarantee
Agent may in the ordinary course of business purchase the first currency with the
second currency upon receipt of a sum paid to it in satisfaction, in whole or in
part, of any such order, judgment, claim or proof. The above
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indemnity shall
constitute an obligation of the Borrower separate and independent from its other
obligations and shall apply irrespective of any indulgence granted by the Agent, the
Lower Saxony Guarantee Agent or any of the Lenders.7.6
    
    AccountsThe Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Documents,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.7.7
    
    EarningsProvided no Event of Default has occurred (following which the Agent shall (inter
alia) be entitled to request the Owners to give notice pursuant to clause 4 of the
Earnings Assignments and apply the Earnings in accordance with Clause 13.2) the
Earnings shall throughout the Security Period be at the free disposal of the Owners.7.8
    
    Continuing securityThe security created by this Agreement, each of the other Security Documents and the
Lower Saxony Guarantee shall be held by the Agent, the Lower Saxony Guarantee Agent
and/or the Lenders as a continuing security for the repayment of the Outstanding
Indebtedness and the security so created shall not be satisfied by any intermediate
payment or satisfaction of any part of the amount hereby or thereby secured or by
any amendment of this Agreement, any of the other Security Documents or the Lower
Saxony Guarantees. Such security shall be in addition to and shall not in any way
be prejudiced or affected by any collateral or other security now or hereafter held
by the Agent,
the Lower Saxony Guarantee Agent or the Lenders or any of them for all or any part
of the amount hereby or thereby secured or any other right or remedy of the Agent,
the Lower Saxony Guarantee Agent or the Lenders or any of them under this Agreement,
any of the other Security Documents or the Lower Saxony Guarantees, by operation of
law or otherwise howsoever arising. All the powers arising from any and all such
security may be exercised from time to time as the Agent, the Lower Saxony Guarantee
Agent or the Lenders or any of them may deem expedient.7.9
    
    MitigationWithout affecting the Borrowers obligations under Clause 7.2 the affected Lender,
the Agent or the Lower Saxony Guarantee Agent shall take such reasonable steps as
may be open to it to mitigate the effect of any tax withholding requirement, subject
to the prior consent of the German State of Lower Saxony. The reasonable costs of
mitigating the effect shall be borne by the Borrower.
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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; and/or(b)
    
    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 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,
 except to the extent included in the Mandatory Cost then the Borrower shall
from time to time on demand pay to the Agent for the account of the relevant
Lender, Lenders, Associated Company or Associated Companies amounts
sufficient to indemnify the relevant Lender, Lenders, Associated Company or
Associated Companies against, as the case may be, such cost, such increased
cost (or such proportion of such increased cost as is in the reasonable
opinion of the relevant Lender, Lenders, Associated Company or Associated
Companies attributable to the funding or maintaining of the relevant Lender
or Lenders Contribution(s) hereunder) or such liability.
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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 majeureWhere the Agent or any Lender (the Non-Performing Party) is prevented from
performing any of its obligations under this Agreement by reason of Force Majeure
this Agreement shall remain in effect but the Non-Performing Partys relevant
obligations shall be suspended for so long as the Force Majeure continues and to the
extent that the Non-Performing Party is so prevented, 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;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.
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9
    
    Representations and Warranties
 9.1
    
    DurationThe representations and warranties in Clause 9.2 shall survive the execution of this
Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the
facts and circumstances subsisting, as if made on each day until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or
any of the other Security Documents.9.2
    
    Representations and warrantiesThe Borrower represents and warrants to the Agent and each of the Lenders that:
 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 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,
 nor result in the creation or imposition of any Encumbrance on an Obligor or
its assets pursuant to the provisions of any such agreement or document.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
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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 prior consent of the Bermuda Monetary Authority for
the granting of the security interest over the shares comprised in the Charged
Property (as defined in the Charges) and the transfer and registration of the
            shares comprised in the said Charged Property to or in the name of the Agent or
its nominee under clause 9.2.4 of the Charges, for the filing of those Security
Documents which require registration in the Companies Registries in England and
Wales, the United States of America and/or Bermuda, which filing must be
completed within twenty one (21) days of the execution of the relevant Security
Document(s) in the case of England and Wales, 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, the
other Transaction Documents and the Lower Saxony Guarantees 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.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 Agent and the Lenders
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.
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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, no litigation,
arbitration or administrative 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 liabilitiesThe 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 it with respect to
Taxes, which might, if such claims were successful, have a material adverse
effect on its business, assets or financial condition.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 9.2.13.9.2.17
    
    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 authorised and issued shares in each of the
Owners and the Manager are legally and beneficially owned by the Shareholder,
all the authorised and issued shares in the Shareholder are legally and
beneficially owned by Arrasas and all the authorised and issued shares in
Arrasas are legally and beneficially owned by the
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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 Building Contracts, 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 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, 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
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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); and
 there are no circumstances that may prevent or interfere with such full
compliance in the future.There is no Environmental Claim pending or threatened against any of the
Obligors.There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Material of Environmental Concern, that could
form the basis of any Environmental Claim against any of the Obligors.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 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.
 10
    
    Undertakings
 10.1
    
    DurationThe undertakings in this Clause 10 shall remain in full force and effect until the
Borrower has no remaining obligations, actual or contingent, under or pursuant to
this Agreement or any of the other Security Documents.10.2
    
    InformationThe Borrower will provide to the Agent (or will procure the provision of):
 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 2005);10.2.2
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each quarter of each financial year) a Certified Copy of the
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unaudited
consolidated accounts of the NCLC Group for that quarter (commencing with the
unaudited accounts made up to 30 June 2005);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 2005, 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 an income statement and
projected results for the operation of the vessels owned and/or
operated by any member of 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 Schedule 6 (commencing with the second quarter of the financial year
ending 31 December 2005) 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
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same 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
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 10.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company.
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10.3
    
    Financial UndertakingsThe Borrower will ensure that:
 10.3.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);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 one point two five
(1.25) to one (1.0); 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 one hundred million Dollars (USD100,000,000); 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.
 Save as specified in Clause 10.3.2, the ratios referred to in this Clause 10.3 will
be measured on a quarterly basis by reference to the consolidated accounts of the
NCLC Group.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
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(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 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 therewith received by the
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Shareholder,
NCL America Holdings and/or Arrasas will be paid to the Borrower by way of
dividend promptly on receipt.
 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 relevant
Delivery 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;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
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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;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 and the German State of Lower
Saxony, 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 conducted
 if 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,
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in each
case in the opinion of the Agent and the German State of Lower Saxony, PROVIDED THAT
any 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 THATany 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 and the German State of Lower
Saxony, 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 the Lower
Saxony Guarantees 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; and10.11.2
    
    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 and the Lower Saxony
Guarantee Agent are 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 and the
German State of Lower Saxony 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
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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 or the Lower Saxony
Guarantee Agent may reasonably consider necessary for giving full effect to any of
the Transaction Documents or the Lower Saxony Guarantees or securing to the Agent,
the Lower Saxony Guarantee Agent and/or the Lenders the full benefit of the rights,
powers and remedies conferred upon the Agent, the Lower Saxony Guarantee Agent
and/or the Lenders in any such Transaction Document or the Lower Saxony Guarantees.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
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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 shall be obtained
on or about thirty (30) days prior to the Delivery Date in respect of a Vessel
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.10.17.3
    
    Prior to the first Currency Conversion Date in respect of a Tranche any
valuation obtained pursuant to this Clause 10.17 shall be converted into euro
at the Agents Spot Rate of Exchange on the date of the valuation.
 10.18
    
    Marginal securityIf at any time the value of the Vessels as assessed in accordance with the
provisions of Clause 10.17 is:
 10.18.1
    
    less than one hundred and five per cent (105%) of the amount of the
aggregate of the Available Commitments and the Contributions to the Facility
during the period commencing on the first Delivery Date and ending twenty four
(24) months after the second Delivery Date; and10.18.2
    
    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:
 (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 and five per cent (105%)
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 and five per cent (105%) 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.
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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
    
    Lower Saxony GuaranteesThe Lenders have claims arising from this Agreement guaranteed by the German State
of Lower Saxony (represented by PwC Deutsche Revision) by way of the Lower Saxony
Guarantees. The unrestricted existence of the relevant Lower Saxony Guarantee is a
condition precedent to drawdown of the relevant Tranche as referred to in Clause
2.3.8 and to the maintenance of the Facility in accordance with the terms of this
Agreement.The terms and conditions of the Lower Saxony Guarantees are incorporated herein and
in so far as they impose terms, conditions and/or obligations on the Agent and/or
the Lower Saxony Guarantee Agent and/or the Lenders in relation to the Borrower or
any other Obligor then such terms, conditions and obligations are binding on the
parties hereto. Further in the event of any conflict between the terms of the Lower
Saxony Guarantees and the terms of this Agreement the terms of the Lower Saxony
Guarantees shall be paramount and prevail and any breach of those terms as applied
to the Borrower or any other Obligor shall be deemed to be an Event of Default. For
the avoidance of doubt, the Borrower has no interest or entitlement in the proceeds
of the Lower Saxony Guarantees.10.22
    
    VesselsThe Borrower will procure that each of the Vessels is traded within the NCLC Fleet
from her Delivery 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, the Lower Saxony Guarantee Agent and the Lenders
or any of them by this Agreement, any other Security Document or the Lower Saxony
Guarantees shall be in addition to and not in substitution for or in derogation of
any other right which the Agent, the Lower Saxony Guarantee 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, any other Security Document or the Lower Saxony Guarantees.
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11.2
    
    Enforcement of remediesNone of the Agent, the Lower Saxony Guarantee 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:
 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, any other Security Document or a Lower Saxony
Guarantee;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;11.2.3
    
    to enforce or seek to enforce any other rights it or they may have against
the Borrower or any other such person; or11.2.4
    
    to enforce a Lower Saxony Guarantee.
 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 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 or a Lower Saxony Guarantee
or there is any other material breach in the sole opinion of the Agent
or the Lower Saxony Guarantee Agent (in the case of a Lower Saxony
Guarantee) of any of the Transaction Documents or a Lower Saxony
Guarantee and such failure (if in the opinion of the Agent or the Lower
Saxony Guarantee Agent (in the case of a Lower Saxony Guarantee) 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 or the Lower Saxony Guarantee Agent
(in the case of a Lower Saxony Guarantee) 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 Agent, the Lower Saxony Guarantee Agent and/or the Lenders; or
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(b)
    
    If there is a repudiation or termination of any
Transaction Document or a Lower Saxony Guarantee 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 the Lower Saxony Guarantees 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 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
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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.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, 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 twenty five million Dollars (USD25,000,000) 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
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affects any Obligors ability to meet any of its
material obligations under any Security Document and/or the Lower Saxony
Guarantees 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 sub-clauses 12.1.5 to 12.1.9 of this Clause shall occur
under the laws of any applicable jurisdiction.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 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 Lenders 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 Lenders 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 a Lower Saxony
Guarantee; or(b)
    
    the German State of Lower Saxony to perform any
of its obligations under a Lower Saxony Guarantee; or(c)
    
    the Agent, the Lower Saxony Guarantee Agent or
any Lender to exercise any of its rights under any of the Security
Documents or a Lower Saxony Guarantee;
 PROVIDED THATno Event of Default shall be deemed to have occurred (except
where the unlawfulness or impossibility adversely affects any Obligors or
the German State of Lower Saxonys payment obligations under this Agreement,
the other Security Documents and/or the Lower Saxony Guarantees (the
determination of which shall be in the
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Agents sole discretion) in which
case the following provisions of this Clause 12.1.13 shall not apply) where
the unlawfulness or impossibility prevents any Obligor from performing its
obligations (other than its payment obligations under this Agreement and the
other Security Documents) and is cured within a period of twenty one (21)
days of the occurrence of the event giving rise to the unlawfulness or
impossibility and the relevant Obligor, within the aforesaid period,
performs its obligation(s) and PROVIDED FURTHER THATno
Event of Default shall be deemed to have occurred where the Agent and/or any
relevant Lender could, in its sole discretion, mitigate the consequences of
unlawfulness or impossibility in the manner described in Clause 4.9. The
costs of mitigation shall be determined in accordance with Clause 4.9.12.1.14
    
    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 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 fifty one per cent (51%) 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
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the board of directors (or equivalent) of the Borrower,
 and, at the same time as any of the events described in
paragraphs (A) or (B) of this Clause have occurred and
are continuing, the Lim Family (together or individually)
and Apollo in the aggregate do not, directly or indirectly,
beneficially own at least fifty one per cent (51%) of the
issued share capital of, and equity interest in, the
Borrower; or(ii)
    
    the Borrower ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of the Majority Lenders,
 (and, for the purpose of this Clause 12.1.16 control of any company,
limited partnership or other legal entity (a body corporate) by a member
of the Lim Family and Apollo means that one (1) or more members of the Lim
Family or Apollo in the aggregate has, directly or indirectly, the power to
direct the management and policies of such a body corporate, whether through
the ownership of more than fifty per cent (50%) of the issued voting capital
of that body corporate or by contract, trust or other arrangement).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 or either of the Lower
Saxony Guarantees.12.1.19
    
    Material Adverse EffectAny event or circumstance occurs which the Majority Lenders believe has had
or reasonably believe will have a Material Adverse Effect.12.1.20
    
    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
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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 Lenders
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 Lenders interest might
reasonably be expected to be materially adversely affected.12.1.21
    
    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
drawn down, by notice to the Borrower cancel the obligations of the Lenders
under this Agreement.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 drawn down the Agent or
the Lower Saxony Guarantee Agent (as the case may be) 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/or(b)
    
    from time to time exercise all or any of its
rights under any of the Security Documents and the Lower Saxony
Guarantees 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, the Lower Saxony Guarantee Agent
and the Lenders, without prejudice to any of their other rights under this
Agreement, the other Security Documents and the Lower Saxony Guarantees, against any
loss or expense which the Agent, the Lower Saxony Guarantee Agent or the Lenders
shall certify as sustained or incurred by any of them as a consequence of:
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12.3.1
    
    any default in payment by the Borrower of any sum under this Agreement, any
of the other Security Documents or the Lower Saxony Guarantees when due,
including, without limitation, any liability incurred
by the Agent, the Lower Saxony Guarantee 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,
 including, in any such case, but not limited to, any loss or expense sustained or
incurred in maintaining or funding a Drawing or in liquidating or re-employing
deposits from third parties acquired to effect or maintain the Drawing and also any
loss or expense (including without limitation warehousing and other related costs)
incurred in connection with any Master Agreement.12.4
    
    Set offFollowing the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent, the Lower Saxony
Guarantee Agent and the Lenders and each of their respective Affiliates without
prior notice to apply any credit balance to which the Borrower is entitled upon any
account of the Borrower with any branch of any of the Agent, the Lower Saxony
Guarantee Agent, the Lenders and any such Affiliates in or towards satisfaction of
any sum due to the Agent, the Lower Saxony Guarantee Agent or any Lender hereunder
but unpaid, and to combine any accounts of the Borrower for this purpose. If such
set-off requires a credit balance in a currency other than euro 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 euro which the Agent, the Lower
Saxony Guarantee Agent or the Lender or any such Affiliate (as the case may be)
could obtain by exchanging such currency for euro 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 euro for
immediate delivery.12.5
    
    Master Agreement rightsThe rights conferred on the Agent and the Lenders by Clause 12.4 shall be in
addition to, and without prejudice to or limitation of, the rights of netting and
set off conferred on the Lenders and/or their Affiliates by the Master Agreements.
 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:
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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, the Lower Saxony Guarantee Agent or any Lender in the
protection of the Agents, the Lower Saxony Guarantee Agents and the Lenders
rights or the pursuance of its or their remedies hereunder and under the other
Security Documents and the Lower Saxony Guarantees 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 Lead Arrangers, the
Co-Arrangers, the Lenders, the Agent and/or the Lower Saxony Guarantee Agent
are entitled hereunder and/or under the other Security Documents (other than
the Master Agreements) and/or under the Lower Saxony Guarantees in connection
with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on Portion A of the
relevant Tranche;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) relating to Portion A of the relevant Tranche or
for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers,
the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion A of the relevant Tranche;FIFTHLY
    
    in or towards payment of Portion A of the relevant Tranche (whether or not
then due and payable);SIXTHLY
    
    in or towards payment of all losses, damages, expenses or currency risks
arising from the exercise by the Borrower of the currency option contained in
Clause 3 up to the amount of two thirtieths (2/30ths) of the relevant Portion A
as at the relevant Delivery Date;SEVENTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to
the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee
Agent or the Lenders under the Security Documents (other than the Master
Agreement Liabilities) and/or the Lower Saxony Guarantee
relating to Portion A of the relevant Tranche using in the
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discretion of the Agent the same order of application as
FIRSTLYto SIXTHLY;EIGHTHLY
    
    in or towards satisfaction of all interest accrued on Portion B of the
relevant Tranche;NINTHLY
    
    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) relating to Portion B of the relevant Tranche or
for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers,
the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion B of the relevant Tranche;TENTHLY
    
    in or towards payment of Portion B of the relevant Tranche (whether or not
then due and payable);ELEVENTHLY
    
    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 Lead Arrangers, the Co-Arrangers, the Agent, the Lower
Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the
other Security Documents or the Lower Saxony Guarantees in respect of the
relevant Tranche and which the assigned Earnings may be insufficient to
satisfy;TWELFTHLY
    
    in or towards satisfaction of any additional security or amount to be
prepaid in accordance with Clause 10.18;THIRTEENTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in
respect of the relevant Tranche 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); andFOURTEENTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall
then be entitled thereto.In the event of the proceeds being insufficient to pay the amounts referred to above
the Agent shall be entitled to collect the balance from the Borrower.13.2
    
    
    General funds/Event of Default moniesIf an Event of Default has occurred and any monies are received by the Agent, the
Lower Saxony Guarantee Agent or any other Finance Party or, pursuant to
Clause 12.4, any Affiliate under or pursuant to the Security Documents or the Lower
Saxony Guarantees 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
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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, the Lower Saxony Guarantee Agent or any Lender in the
protection of the Agents, the Lower Saxony Guarantee Agents and the Lenders
rights or the pursuance of its or their remedies hereunder and under the other
Security Documents and the Lower Saxony Guarantees 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 Lead Arrangers, the
Co-Arrangers, the Lenders, the Agent and/or the Lower Saxony Guarantee Agent
are entitled hereunder and/or under the other Security Documents (other than
the Master Agreements) and/or the Lower Saxony Guarantees in connection with
the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on Portion A of each
Tranche pro rata;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) relating to Portion A of each Tranche or for any
actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the
Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion A of each Tranche;FIFTHLY
    
    in or towards payment of Portion A of each Tranche pro rata;SIXTHLY
    
    in or towards payment of all losses, damages, expenses or currency risks
arising from the exercise by the Borrower of the currency option contained in
Clause 3 up to the amount of two thirtieths (2/30ths) of the relevant Portion A
as at the relevant Delivery Date of each Tranche in respect of which the
currency option has been exercised;SEVENTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to
the Lead Arrangers, the Co-Arrangers, the
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Agent, the Lower Saxony Guarantee
Agent or the Lenders under the Security Documents (other than the Master
Agreement Liabilities) and/or the Lower Saxony Guarantees relating to Portion A
of each of the Tranches pro rata using in the discretion of the Agent the same
order of application as FIRSTLYto SIXTHLY;EIGHTHLY
    
    in or towards satisfaction of all interest accrued on Portion B of each
Tranche pro rata;NINTHLY
    
    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) relating to Portion B of each Tranche or for any
actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the
Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion B of each Tranche;TENTHLY
    
    in or towards payment of Portion B of each Tranche (whether or not then due
and payable) pro rata;ELEVENTHLY
    
    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 Lead Arrangers, the Co-Arrangers, the Agent, the Lower
Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the
other Security Documents or the Lower Saxony Guarantees and which the assigned
Earnings may be insufficient to satisfy;TWELFTHLY
    
    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); andTHIRTEENTHLY
    
    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 4.11 and Clause 13.1.13.4
    
    
    Suspense accountAny monies received or recovered by the Agent, the Lower Saxony Guarantee Agent or
any Lender under or in connection with the Security Documents or the Lower Saxony
Guarantees and credited to any suspense or impersonal interest
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bearing security
realised account in accordance with FOURTHLYor NINTHLYof 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 FOURTHLYor NINTHLY(as the
case may be) of Clause 13.1 or Clause 13.2 (as the case may be).
 14
    
    Fees
 14.1
    
    Commitment feeThe Borrower shall pay to the Agent for distribution to the Lenders quarterly in
arrears during the relevant Commitment Period and on the last day of the relevant
Commitment Period, forty per cent (40%) of the Applicable Margin on the relevant
payment date on the daily undrawn, uncancelled amount of the relevant Tranche during
the relevant Commitment Period. The commitment fee payable in respect of a Tranche
shall accrue in euro until the first Currency Conversion Date in respect of that
Tranche and thereafter in Dollars and be payable in euro and/or in Dollars (as the
case may be).14.2
    
    Other feesThe Borrower will pay to the Agent on behalf of itself, the Lower Saxony Guarantee
Agent, the Lead Arrangers, the Co-Arrangers and/or the Lenders, such fees as are set
out in a separate commitment letter dated 10 May 2005.14.3
    
    Lower Saxony Guarantee feeThroughout the period of the validity of a Lower Saxony Guarantee, the Borrower
shall pay to the Lower Saxony Guarantee Agent quarterly in arrears commencing on the
first Advance Date in respect of the relevant Tranche for prompt on-payment to the
German State of Lower Saxony a guarantee fee in euro on the relevant Lower Saxony
Guaranteed Amount PROVIDED THAT:
 14.3.1
    
    the Lower Saxony Guaranteed Amount shall not be reduced pro rata with the
reductions of the relevant Tranche made on the relevant Reduction Dates until
the date on which the relevant Maximum Tranche Amount as at the relevant
Delivery Date has been reduced by three thirtieths (3/30ths); and14.3.2
    
    the Lower Saxony Guaranteed Amount shall thereafter reduce by one thirtieth
(1/30th) on each subsequent relevant Reduction Date that a reduction is made;
and
 if the Borrower exercises the currency option contained in Clause 3 in respect of
the relevant Tranche:
 14.3.3
    
    the guarantee fee shall be payable at the applicable rate thereafter as
aforesaid; and14.3.4
    
    the guarantee fee shall continue to be payable in euro calculated at the
relevant rate on the relevant Lower Saxony Guaranteed Amount.
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The Lower Saxony Guarantee fee shall be calculated at the rate of one per cent
(1.00%) per annum on the daily drawn amount of the Lower Saxony Guaranteed Amount
and at the rate of nought point five per cent (0.5%) per annum on the daily undrawn
amount of the Lower Saxony Guaranteed Amount. For the purpose of calculating the
Lower Saxony Guarantee fee as aforesaid any voluntary prepayment pursuant to Clause
4.8 shall be deemed to have been applied in prepayment pro rata of Portion A and
Portion B of the relevant Tranche.A Lower Saxony Guarantee fee schedule setting out the amounts of the fee to be paid
shall be agreed between the Lower Saxony Guarantee Agent and the Borrower on or
before the relevant Delivery Date in respect of a Tranche and shall from such date
be deemed to be a part of this Agreement. If the currency option contained in
Clause 3 is exercised in respect of a Tranche to take effect after the relevant
Delivery Date, a new Lower Saxony Guarantee fee schedule shall be agreed between the
Lower Saxony Guarantee Agent and the Borrower on the first Currency Conversion Date
in respect of that Tranche and shall from such date be deemed to be a part of this
Agreement in substitution for the previously agreed Lower Saxony Guarantee fee
schedule in respect of that Tranche.
 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 and expenses of legal,
insurance and other advisers) incurred by the Lead Arrangers, the Agent and the
Lower Saxony Guarantee Agent in respect of the arrangement and syndication of the
Facility and the negotiation, preparation, issue, printing, execution and
registration of this Agreement, the other Transaction Documents and the Lower Saxony
Guarantees and any other documents required in connection with the implementation of
this Agreement.15.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent, the Lower Saxony Guarantee Agent and the
Lenders on demand 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 Agent, the Lower Saxony
Guarantee Agent and each of the Lenders in connection with the enforcement of, or
the preservation of any rights under, this Agreement, the other Security Documents
and the Lower Saxony Guarantees.15.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent, the Lower Saxony Guarantee Agent and
each of the Lenders on demand 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
or a Lower Saxony Guarantee.
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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, the
Lower Saxony Guarantee Agent or any of the Lenders any right or remedy under any of
the Security Documents or the Lower Saxony Guarantees 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, the Lower Saxony Guarantee 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 and the Lower Saxony Guarantees provided however that none of
the Agent, the Lower Saxony Guarantee 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 and the Lower Saxony
Guarantees; or18.1.2
    
    transfer by novation any of its rights and obligations under the Security
Documents and the Lower Saxony Guarantees,
 to another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Lender) PROVIDED
THATany such assignment or transfer shall be in respect of an
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amount of its
Commitment and/or Contribution of not less than five million euro (EUR5,000,000) or
five million Dollars (USD5,000,000) (as the case may be).Further, the Borrower shall have the right to require that an Existing Lender
assigns or transfers the whole of its Commitment and Contribution to a New Lender
proposed by the Borrower and approved by the Lenders if the cost to the Existing
Lender of funding any part of the Facility is materially higher than the cost to the
other Lenders or if the Existing Lender is affected by the provisions of Clauses
4.9, 7.2 or 8.1 and the cost to the Borrower is materially higher than in respect of
the other Lenders similarly affected.18.2
    
    Conditions of assignment or transfer
 18.2.1
    
    The consent of the Agent, the Lower Saxony Guarantee 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.Each Lender may, however, without the prior approval of the Agent, the Lower
Saxony Guarantee Agent or the Borrower and without payment of a fee to the
Agent, at any time transfer or assign all of its rights and benefits
hereunder and under the Security Documents to the German State of Lower
Saxony or its nominee.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 and the Lower Saxony
Guarantees 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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then the New Lender or Lender acting through its new Lending Branch is only
entitled to receive payment under that Clause to the same extent as the
Existing Lender or Lender acting through its previous Lending Branch would
have been if the assignment, transfer or change had not occurred.
 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, the Lower Saxony
Guarantees or any other documents;(b)
    
    the financial condition of the Borrower or the
German State of Lower Saxony;(c)
    
    the performance and observance by any Obligor
or the German State of Lower Saxony of its obligations under the
Security Documents, the Lower Saxony Guarantees or any other documents;
or(d)
    
    the accuracy of any statements (whether written
or oral) made in or in connection with any Security Document, either
Lower Saxony Guarantee or any other document,
 and any representations or warranties implied by
law are excluded.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 the German State of Lower Saxony 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 or either
Lower Saxony Guarantee; and(b)
    
    will continue to make its own independent
appraisal of the creditworthiness of each Obligor and the German State
of Lower Saxony and its related entities whilst any amount is or may be
outstanding under the Security Documents or the Lower Saxony Guarantees
or any Commitment is in force.
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18.4.3
    
    Nothing in any Security Document or either Lower Saxony Guarantee 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, the Lower
Saxony Guarantees 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 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 and the Lower Saxony
Guarantees each of the Borrower and the Existing Lender shall be
released from further obligations towards one another under the
Security Documents and the Lower Saxony Guarantees 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 Lower Saxony Guarantee 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, the Lower Saxony Guarantee
Agent and the Existing Lender shall each be released
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from further
obligations to each other under this Agreement and/or the Lower Saxony
Guarantees; 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/or the German State of Lower
Saxony and/or the Federal Republic of Germany and/or the European Union and/or any
agency thereof or any person acting or purporting to act on any of their behalves
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
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,
 any information about any Obligor, the Transaction Documents and the Lower Saxony
Guarantees as that Lender shall consider appropriate if, in relation to Clauses
18.7.1 and 18.7.2, the person to whom the information is to be given has entered
into a Confidentiality Undertaking. In the case of the German State of Lower Saxony
and/or the Federal Republic of Germany and/or the European Union and/or any agency
thereof or any person acting or purporting to act on any of their behalves, the
Borrower acknowledges and agrees that any such information may be used by such
persons for statistical purposes and/or for reports of a general nature.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 or the Lower Saxony Guarantees.
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20
    
    Reference Banks, Agent and Lower Saxony Guarantee Agent
 20.1
    
    Reference BanksIf:
 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 4.9 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,
 the Agent may, acting on the instructions of the Majority Lenders, terminate the
appointment of such Reference Bank and appoint another Lender to replace such
Reference Bank.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;(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 and the Lower Saxony Guarantee
Agent:
 (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
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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 or the
Lower Saxony Guarantee Agent (as the case may be) either:
 (a)
    
    by means of a telefax sent by the Agent or the
Lower Saxony Guarantee Agent (as the case may be) 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 or the Lower Saxony Guarantee
Agent (as the case may be) and held for the purpose of discussing
(inter alia) such proposal or matter in issue.
 Furthermore, it is hereby agreed by the Lenders that:
 (i)
    
    where a decision of the Lenders is sought by
the Agent or the Lower Saxony Guarantee Agent (as the case may be) by
means of a telefax sent in accordance with paragraph (a) above and
PROVIDED THATthe Agent or the Lower Saxony Guarantee Agent (as the
case may be) verifies forthwith by telephone with each relevant
Lender that it has received such telefax in good order, then the
Agent or the Lower Saxony Guarantee Agent (as the case may be) 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 or the Lower Saxony
Guarantee Agents (as the case may be) recommendation
 so that, if any Lender fails to notify the Agent or the Lower Saxony
Guarantee Agent (as the case may be) 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 or
the Lower Saxony Guarantee Agent (as the case may be); 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 or the Lower Saxony Guarantee Agent (as
the case may be) receives the requisite number of votes in favour of
the proposal so that the Agent or the Lower Saxony Guarantee Agent (as
the case may be) may act on the basis of such votes without having to
wait for the response of (or to give any
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notification to) any other
Lender who has yet to reply to the Agent or the Lower Saxony Guarantee
Agent (as the case may be).
 20.3
    
    The Agent and the Lower Saxony Guarantee Agent
 20.3.1
    
    Each of the Lenders and the Lower Saxony Guarantee Agent 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
    
    Each of the Lenders and the Agent hereby appoints the Lower Saxony Guarantee
Agent to act as its agent under the Lower Saxony Guarantees with such rights,
powers and discretions as are expressly delegated to the Lower Saxony Guarantee
Agent hereunder and thereunder.20.3.3
    
    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
with such directions and for this purpose the Agent shall make a demand
for such security addressed to all the Lenders;
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(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 the Lower
Saxony Guarantee Agent and shall promptly distribute the same amongst
the Lenders, the Lower Saxony Guarantee Agent, the German State of
Lower Saxony and itself in accordance with the terms of this Agreement
and the Lower Saxony Guarantees pending which the Agent shall hold any
and all such moneys on trust for the Lenders, the Lower Saxony
Guarantee Agent, the German State of Lower Saxony 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.
 20.3.4
    
    The Lower Saxony Guarantee Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the German State of Lower
Saxony under a Lower Saxony Guarantee (whether such notice or request
is addressed to the Lower Saxony Guarantee Agent alone or the Lower
Saxony Guarantee Agent on behalf of the Lenders) and of any other
matters which the Lower Saxony Guarantee Agent considers material;(b)
    
    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 Lower Saxony
Guarantee Agent being under any obligation to give prior notice to the
Lenders of any such exercise);(c)
    
    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 a
Lower Saxony Guarantee of which the Lower Saxony Guarantee Agent has
actual knowledge or actual notice and the occurrence of which the Lower
Saxony Guarantee Agent has verified;(d)
    
    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
with such directions and for this purpose the Lower Saxony Guarantee
Agent shall make a demand for such security addressed to all the
Lenders;(e)
    
    receive from the Borrower the Lower Saxony
guarantee fee and shall promptly on-pay the same to the German State of
Lower Saxony in accordance with the terms of this Agreement and the
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Lower Saxony Guarantees pending which the Lower Saxony Guarantee Agent
shall hold any and all such moneys on trust for the German State of
Lower Saxony; and(f)
    
    receive from the German State of Lower Saxony
all payments expressed to be payable under a Lower Saxony Guarantee on
behalf of all or any of the Lenders and the Agent and shall promptly
pay the same to the Agent who shall distribute the same amongst the
Lenders, the Lower Saxony Guarantee Agent and itself in accordance with
the terms of this Agreement pending which the Lower Saxony Guarantee
Agent and the Agent in turn shall hold any and all such moneys on trust
for the Lenders, the Agent or the Lower Saxony Guarantee Agent (as the
case may be) and itself.
 20.3.5
    
    The relationship between the Agent on the one part and each Lender and the
Lower Saxony Guarantee Agent on the other and between the Lower Saxony
Guarantee Agent on the one part and each Lender and the Agent on the other is
that of agent and principal and, except in relation to any moneys referred to
in Clause 20.3.3(f) and any moneys received by the Agent from the Lower Saxony
Guarantee Agent and in each case held by the Agent pending distribution
hereunder and in relation to any moneys referred to in Clause 20.3.4(e) held by
the Lower Saxony Guarantee Agent pending distribution by the Agent hereunder,
neither the Agent nor the Lower Saxony Guarantee Agent shall have a fiduciary
relationship with or be, or be deemed to be, a trustee of or for any such
party.20.3.6
    
    In addition to the powers expressly given to the Agent and the Lower Saxony
Guarantee Agent by this Agreement:
 (a)
    
    the Lenders may give the Agent or the Lower
Saxony Guarantee Agent (generally or in any particular case) any powers
which the Lenders consider appropriate; and(b)
    
    each of the Agent and the Lower Saxony
Guarantee 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.
 20.3.7
    
    The rights, powers and discretions vested in the Agent and the Lower Saxony
Guarantee Agent by this Agreement shall only be exercised by the Agent or the
Lower Saxony Guarantee Agent (as the case may be) 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 and/or
the Lower Saxony Guarantee Agent (as the case may be) 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 and/or the Lower Saxony Guarantee Agent (as the
case may be) believes that the immediate exercise of such right, power or
discretion is necessary or
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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 or the Lower
Saxony Guarantee Agent (as the case may be) 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 or the Lower
Saxony Guarantee Agent (as the case may be) without the lawful directions of
the Lenders or the Majority Lenders (as the case may be).20.3.8
    
    Notwithstanding anything to the contrary expressed or implied herein, neither
the Agent nor the Lower Saxony Guarantee Agent shall:
 (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;(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 or the Lower
Saxony Guarantee Agent (as the case may be) 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;
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(e)
    
    be under any duty to account to any Lender or
the Agent or the Lower Saxony Guarantee Agent (as the case may be) 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.
 20.3.9
    
    Each of the Agent and the Lower Saxony Guarantee 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 or the Lower Saxony Guarantee Agent (as the
case may be) 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 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.
 20.3.10
    
    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 the German State of Lower Saxony
and, accordingly, each of the Lenders warrants to the Agent and the Lower
Saxony Guarantee Agent that it has not relied and will not rely on the Agent or
the Lower Saxony Guarantee Agent (as the case may be):
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Borrower or the German State of Lower Saxony in connection with this
Agreement or a Lower Saxony Guarantee; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower or the German State of Lower Saxony.
 20.3.11
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent and the Lower Saxony Guarantee Agent
in the ordinary course of its business and in accordance with its usual
practices. In performing its duties and functions hereunder,
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each of the Agent
and the Lower Saxony Guarantee 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.20.3.12
    
    Neither the Agent nor the Lower Saxony Guarantee Agent shall be under any
liability as a result of taking or omitting to take any action in relation to
this Agreement and/or a Lower Saxony Guarantee 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 or the Lower
Saxony Guarantee Agent any claim they might have against any of them in respect
of the matters referred to in this Clause 20.3.12.20.3.13
    
    Neither the Agent (nor any officer thereof) nor the Lower Saxony Guarantee
Agent (nor any officer thereof) shall 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 and the Lower Saxony Guarantee Agent
 20.4.1
    
    Each of the Agent and the Lower Saxony Guarantee Agent may retire at any time
without assigning any reason by giving to the Borrower, the Agent or the Lower
Saxony Guarantee Agent (as the case may be) and the Lenders not less than
thirty (30) days notice of its intention to do so. Unless the Agent or the
Lower Saxony Guarantee Agent (as the case may be) in its notice of retirement
nominates any of its associated companies to be its successor, the successor
Agent or Lower Saxony Guarantee 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 or the Lower Saxony Guarantee Agent
(as the case may be) 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 or the Lower Saxony Guarantee
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 or the Lower Saxony Guarantee Agent (as the case may
be) 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 or the Lower
Saxony Guarantee Agent (as the case may be) 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
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relevant Lenders to the Agent or the Lower
Saxony Guarantee Agent (as the case may be) 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 or Lower Saxony Guarantee Agent (as
the case may be) 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, the Lower
Saxony Guarantee Agent and/or any Lender shall mean any company which
is a holding company of the Agent, the Lower Saxony Guarantee 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 Lower Saxony Guarantee
Agent or whose associated company acts in such capacity.
 20.4.4
    
    Any appointment of a successor Agent or Lower Saxony Guarantee Agent under
Clause 20.4.1 or 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 or the Lower Saxony
Guarantee Agent (as the case may be) and its successor (which notice,
shall specify the banks to which payments to the new Agent or Lower
Saxony Guarantee 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 or the Lower Saxony Guarantee Agent is appointed
under the provisions of this Clause 20.4:
 (a)
    
    the outgoing Agent or Lower Saxony Guarantee
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 or Lower Saxony Guarantee Agent (as the case may
be);(c)
    
    Clause 20 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent or Lower Saxony Guarantee Agent (as the case may be) 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.
 98




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##### 



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 pursuant to this Agreement shall (unless the Agent has by fifteen (15) days
written notice to the Borrower specified another address) be made or delivered to
the Agent 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 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 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 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 by electronic
mail or other electronic means, if the Agent, the Borrower and/or the 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; and
 99




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21.4.3
    
    notify each other of any change to their electronic mail address or any other
such information supplied by them.
 Any Original Lender which sets out an email address beneath its name in Schedule 1
is deemed to agree to receiving notices, demands or other communications from the
Agent by electronic mail.Any electronic communication made:
 (a)
    
    by the Agent to the Borrower or a Lender will be effective when
it is sent by the Agent unless the Agent 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 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.
 The Agent shall notify the Borrower and the Lenders and the Borrower or a Lender
shall notify the Agent in each case promptly upon becoming aware that its electronic
mail system or other electronic means of communication cannot be used due to
technical failure (and that failure is continuing for more than two (2) Business
Days). Until the Agent, the Borrower or that Lender has notified as aforesaid that
the failure has been remedied, all notices between the Agent and the Borrower or
that Lender shall be sent by fax or letter in accordance with this Clause 21.21.5
    
    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 21.4.21.6
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement, any other Security Document or the Lower Saxony
Guarantees 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 or a notice,
demand or other communication from the German State of Lower Saxony or in relation
to a Lower Saxony Guarantee.
 22
    
    Governing LawThis Agreement shall be governed by English law.
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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.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.
 101




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##### 



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 Lead Arranger, an Original Lender and the Agent
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )as a Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )
 102




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as a Co-Arranger and the
    
    
    )Lower Saxony Guarantee Agent
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )as a Co-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 Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as an Original Lender
    
    
    )in the presence of:
    
    
    )
 103




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )THE GOVERNOR AND COMPANY OF
    
    
    )THE BANK OF SCOTLAND
    
    
    )(now known as Bank of Scotland plc)
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )BAYERISCHE HYPO- UND
    
    
    )VEREINSBANK AG
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DEUTSCHE SCHIFFSBANK
    
    
    )AKTIENGESELLSCHAFT
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )FOKUS BANK ASA
    
    
    )(now known as the Norwegian Branch of
    
    
    )Danske Bank A/S)
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSH NORDBANK AG
    
    
    )in the presence of:
    
    
    )
 104




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )SKANDINAVISKA ENSKILDA BANKEN AB
    
    
    )(publ)
    
    
    )in the presence of:
    
    
    )
 105




---



##### 



Schedule 1
 Particulars of Agent, Lower Saxony Guarantee Agent, Lead Arrangers, Co-Arrangers
and Original Lenders
 106




---



##### 



Schedule 2
 Notice of Drawdown
 107




---



##### 



Schedule 3
 Part I: Conditions Precedent
 108




---



##### 



Part II: Condition Subsequent
 109




---



##### 



Schedule 4
 Confidentiality Undertaking
 110




---



##### 



Schedule 5
 Transfer Certificate
 111




---



##### 



Schedule
Administrative Details of Transferee
 112




---



##### 



Schedule 6
 Quarterly Statement of Financial Covenants
 113




---



##### 



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
 114




---



##### 



deemed
satisfied by having the Borrower issue to the Investors additional Ordinary Shares.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 Agreement
 on a fully diluted basis
 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
 115




---



##### 



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 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
 116




---



##### 



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 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
    
    Indenture
  Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 117




---



##### 



Allocable America Indebtedness
 Allocable Jade Indebtedness
 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
 118




---



##### 



PROVIDED THAT
 Cash Losses Cap
 Closing Date
 Code
 Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Indebtedness
 119




---



##### 



Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 120




---



##### 



NCLA Business
 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;
 121




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##### 



Permitted Transferees
 Person
 Post-Termination Expenses
 Pride of Aloha Vessel
 Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 122




---



##### 



Transaction Documents
 Transfer
 Voting Agreement
 123




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##### 



Annex 1
 Accumulated Book Depreciation
  Mar-
    
    
    Jun-
    
    
    Jul-
    
    
    Aug-
    
    
    Sep-
    
    
    Oct-
    
    
    Nov-
    
    
    Dec-
    
    
    Jan-
    
    
    Feb-
    
    
    Mar-
    
    
    Apr-
    
    
    May-
    
    
    Jun-
    
    
    Jul-
    
    
    Aug-
    
    
    Sep-
    
    
    Oct-
    
    
    Nov-
    
    
    Dec-USD in millions
    
    
    
    
    
    
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    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 124




---



##### 



Schedule 3
 Amended and Restated Guarantee  Norwegian Pearl
 125




---



##### 



DATED 28 NOVEMBER 2006
 NORWEGIAN PEARL, LTD.
(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)
 
 126




---



##### 



INDEX
 Page1.
    
    Definitions
    
    
    1282.
    
    Guarantee and Indemnity
    
    
    1293.
    
    Survival of the Guarantors Liability
    
    
    1304.
    
    Continuing Guarantee
    
    
    1315.
    
    Exclusion of Guarantors Rights
    
    
    1326.
    
    Payments
    
    
    1337.
    
    Enforcement
    
    
    1338.
    
    Representations and Warranties
    
    
    1339.
    
    General Undertakings: Positive Covenants
    
    
    13610.
    
    General Undertakings: Negative Covenants
    
    
    13711.
    
    Discharge
    
    
    13912.
    
    Assignment and Transfer
    
    
    13913.
    
    Miscellaneous Provisions
    
    
    14014.
    
    Set-off
    
    
    14015.
    
    Waiver of Immunity
    
    
    14016.
    
    Notices
    
    
    14117.
    
    Governing Law
    
    
    14118.
    
    Jurisdiction
    
    
    141
 127




---



##### 



THIS DEED OF GUARANTEE AND INDEMNITY
 BY:
 NORWEGIAN PEARL, LTD. Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 7 October 2005 as amended and/or restated by a
first supplemental deed thereto dated 13 November 2006 and a second supplemental deed thereto
dated 21 December 2007 (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 loan facility of up to
six hundred and twenty four million euro (EUR624,000,000) or the equivalent in Dollars in two
(2) tranches (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, the Lower Saxony Guarantee Agent 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.Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the NCLC Group together
with the relative directors and auditors reports;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
 128




---



##### 



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:
 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 clauses 1.3 and 1.4 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:
 129




---



##### 

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(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
    
    all 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 or the German State of Lower Saxony under, the Facility Agreement,
each other Security Document and the Lower Saxony Guarantees to which any of
the Obligors or the German State of Lower
 130




---



##### 



Saxony 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 German State of Lower Saxony or the merger or amalgamation of any of the
Obligors or the German State of Lower Saxony 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 German State of Lower Saxony 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 German State of
Lower Saxony or the occurrence of any circumstances whatsoever affecting any
Obligors or the German State of Lower Saxonys liability to discharge its
obligations under the Facility Agreement, each other Security Document and the
Lower Saxony Guarantees to which it is a party; or3.1.6
    
    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 the German State of Lower Saxony or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Security Documents or the Lower Saxony Guarantees 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 the Lower Saxony Guarantees or
to enforce any of the Security Documents or the Lower Saxony Guarantees; 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 or a Lower Saxony
Guarantee.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 131




---



##### 



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 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
 132




---



##### 



(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 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 or the German State of Lower Saxony
under the Facility Agreement, any other Security Documents or the Lower Saxony
Guarantees 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 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
 133




---



##### 



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 be a breach of or 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,
 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 Accounts for the financial year ended 31 December 2006 (which accounts
will be prepared in accordance with US GAAP) will fairly
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represent the consolidated financial condition of the NCLC Group as at 31
December 2006 and from that date there will be no material adverse change in
the consolidated financial condition of the NCLC Group as shown in such
audited accounts save as disclosed in writing to the Agent;8.1.11
    
    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;8.1.12
    
    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;8.1.13
    
    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;8.1.14
    
    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;8.1.15
    
    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;8.1.16
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.17
    
    all of the twelve thousand (12,000) authorised and issued shares in the
Guarantor are beneficially owned by the Shareholder, all of the authorised and
issued shares in the Shareholder are wholly owned by Arrasas and all of the
authorised and issued shares in Arrasas are wholly owned by the Borrower and
such structure shall remain so throughout the Security Period;8.1.18
    
    except for the filing of those Security Documents to which it is a party
which require registration in the Registrar of Companies or Companies
Registries in Bermuda and/or England and Wales, which filings must be completed
within twenty one (21) days of the execution of the relevant Security Documents
in the case of England and Wales, and for the
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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;
and8.1.19
    
    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(a), 8.1.9, 8.1.16 and 8.1.19 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 provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of the NCLC Groups financial years) a Certified
Copy of the Accounts (commencing with audited accounts made up to 31 December
2006);9.2.2
    
    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; and
 9.2.3
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Guarantor, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 9.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Group means the Borrower, its Subsidiaries and any other
entity which is required to be consolidated in the Borrowers accounts in accordance
with US GAAP.9.3
    
    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.9.4
    
    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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9.5
    
    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.9.6
    
    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, and
will procure that no other member of the NCLC Group will, 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
Tranche A is cancelled and prepaid in accordance with the provisions of clause
4.3 and clause 4.12 of the Facility Agreement;10.3.5
    
    the Guarantor may let the Vessel on charter in accordance with the provisions
of clause 6.1.16 of the relevant Mortgage;10.3.6
    
    a vessel owned by any member of the NCLC Group (other than the Guarantor) may
be sold provided such sale is on a willing seller willing
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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;
and10.3.7
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, 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 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 and subject to clause 10.10
of the Facility Agreement, the Guarantor will not, and will procure that no other
member of the NCLC Group will, 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 the German State of Lower Saxony
and subject to clause 10.11 of the Facility Agreement, the Guarantor will not enter
into any amalgamation, discontinuation, 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 Agent shall not be required in respect of any
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
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Guarantor only which does not imperil the security created by any of the Security
Documents or the Lower Saxony Guarantees or affect the ability of any Obligor duly
to perform any of its obligations under any Security Document to which it may be a
party at any time, PROVIDED THATexcept in relation to the Apollo-Related
Transactions, the Borrower has first consulted with the Agent with regard to the
proposed consolidation, reorganisation or restructure.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.
 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.
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13
    
    Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent, the
Lower Saxony Guarantee Agent or any of the Lenders any right or remedy under this Deed,
any other of the Security Documents or the Lower Saxony Guarantees 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, the Lower Saxony Guarantee Agent and each
of the Beneficiaries provided herein, in the other Security Documents and the Lower
Saxony Guarantees 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.
 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, the Lower Saxony Guarantee
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, the Lower Saxony
Guarantee Agent and the Lenders in or towards satisfaction of any sum due to the Agent,
the Lower Saxony Guarantee 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 euro 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 euro which the Agent, the Lower Saxony Guarantee Agent or the Lender (as the
case may be) could obtain by exchanging such currency for euro 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 euro 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
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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 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.
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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 WITNESSwhereof this Deed of Guarantee and Indemnity has been executed by the parties hereto as
a deed on the day first written above.
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN PEARL, LTD.
    
    
    )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 Gem
 143




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DATED 1 OCTOBER 2007
 NORWEGIAN GEM, LTD.
(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
    
    
    1462.
    
    Guarantee and Indemnity
    
    
    1473.
    
    Survival of the Guarantors Liability
    
    
    1484.
    
    Continuing Guarantee
    
    
    1495.
    
    Exclusion of Guarantors Rights
    
    
    1506.
    
    Payments
    
    
    1517.
    
    Enforcement
    
    
    1518.
    
    Representations and Warranties
    
    
    1519.
    
    General Undertakings: Positive Covenants
    
    
    15410.
    
    General Undertakings: Negative Covenants
    
    
    15511.
    
    Discharge
    
    
    15712.
    
    Assignment and Transfer
    
    
    15713.
    
    Miscellaneous Provisions
    
    
    15814.
    
    Set-off
    
    
    15815.
    
    Waiver of Immunity
    
    
    15816.
    
    Notices
    
    
    15917.
    
    Governing Law
    
    
    15918.
    
    Jurisdiction
    
    
    159
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THIS DEED OF GUARANTEE AND INDEMNITY
 BY:
 NORWEGIAN GEM, LTD. Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 7 October 2005 as amended and/or restated by a
first supplemental deed thereto dated 13 November 2006 and a second supplemental deed thereto
dated 21 December 2007 (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 loan facility of up to
six hundred and twenty four million euro (EUR624,000,000) or the equivalent in Dollars in two
(2) tranches (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, the Lower Saxony Guarantee Agent and the
Lenders and its and their respective successors, assignees and transferees (together the
Beneficiaries).(C)
    
    It is a condition precedent to the Lenders continuing to make 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.Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the NCLC Group together
with the relative directors and auditors reports;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
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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:
 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 clauses 1.3 and 1.4 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 continuing to make 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):
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(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(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
    
    all 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 or the German State of Lower Saxony under, the Facility Agreement,
each other Security Document and the Lower Saxony Guarantees to which any of
the Obligors or the German State of Lower Saxony 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 German State of Lower Saxony or the merger or amalgamation of any
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of the Obligors or the German State of Lower Saxony 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 German State of Lower Saxony 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 German State of
Lower Saxony or the occurrence of any circumstances whatsoever affecting any
Obligors or the German State of Lower Saxonys liability to discharge its
obligations under the Facility Agreement, each other Security Document and the
Lower Saxony Guarantees to which it is a party; or3.1.6
    
    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 the German State of Lower Saxony or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Security Documents or the Lower Saxony Guarantees 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 the Lower Saxony Guarantees or
to enforce any of the Security Documents or the Lower Saxony Guarantees; 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 or a Lower Saxony
Guarantee.
 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; and
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4.1.2
    
    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 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,
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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 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 or the German State of Lower Saxony
under the Facility Agreement, any other Security Documents or the Lower Saxony
Guarantees 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 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;
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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 be a breach of or 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,
 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 Accounts for the financial year ended 31 December 2007 (which accounts
will be prepared in accordance with US GAAP) will fairly represent the
consolidated financial condition of the NCLC Group as at 31 December 2007 and
from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to the Agent;8.1.11
    
    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
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Guarantor other than claims of such creditors to the extent that the same
are statutorily preferred;8.1.12
    
    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;8.1.13
    
    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;8.1.14
    
    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;8.1.15
    
    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;8.1.16
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.17
    
    all of the twelve thousand (12,000) authorised and issued shares in the
Guarantor are beneficially owned by the Shareholder, all of the authorised and
issued shares in the Shareholder are wholly owned by Arrasas and all of the
authorised and issued shares in Arrasas are wholly owned by the Borrower and
such structure shall remain so throughout the Security Period;8.1.18
    
    except for the filing of those Security Documents to which it is a party
which require registration with the Registrar of Companies in Bermuda and/or
England and Wales, which filings must be completed within twenty one (21) days
of the execution of the relevant Security Documents 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; and
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8.1.19
    
    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(a), 8.1.9, 8.1.16 and 8.1.19 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 provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of the NCLC Groups financial years) a Certified
Copy of the Accounts (commencing with audited accounts made up to 31 December
2007);9.2.2
    
    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; and9.2.3
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Guarantor, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 9.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Group means the Borrower, its Subsidiaries and any other
entity which is required to be consolidated in the Borrowers accounts in accordance
with US GAAP.
 9.3
    
    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.9.4
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.9.5
    
    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.
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9.6
    
    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, and
will procure that no other member of the NCLC Group will, 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
Tranche B is cancelled and prepaid in accordance with the provisions of clause
4.3 and clause 4.12 of the Facility Agreement;10.3.5
    
    the Guarantor may let the Vessel on charter in accordance with the provisions
of clause 6.1.16 of the relevant Mortgage;10.3.6
    
    a vessel owned by any member of the NCLC Group (other than the Guarantor) 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; and10.3.7
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, make any loan or advance or
extend credit to any person, firm or corporation (except any loan, advance or
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credit made available to passengers on board a vessel for 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 and subject to clause 10.10
of the Facility Agreement, the Guarantor will not, and will procure that no other
member of the NCLC Group will, 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 the German State of Lower Saxony
and subject to clause 10.11 of the Facility Agreement, the Guarantor will not enter
into any amalgamation, discontinuation, 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 Agent shall not be required in respect of any
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
Guarantor only which does not imperil the security created by any of the Security
Documents or the Lower Saxony Guarantees or affect the ability of any Obligor duly
to perform any of its obligations under any Security Document to which it may be a
party at any time, PROVIDED THATexcept in relation to the Apollo-Related
Transactions, the Borrower has first consulted with the Agent with regard to the
proposed consolidation, reorganisation or restructure.10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.
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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.
 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, the
Lower Saxony Guarantee Agent or any of the Lenders any right or remedy under this Deed,
any other of the Security Documents or the Lower Saxony Guarantees 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.
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13.2
    
    The rights and remedies of the Agent, the Lower Saxony Guarantee Agent and each
of the Beneficiaries provided herein, in the other Security Documents and the Lower
Saxony Guarantees 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.
 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, the Lower Saxony Guarantee
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, the Lower Saxony
Guarantee Agent and the Lenders in or towards satisfaction of any sum due to the Agent,
the Lower Saxony Guarantee 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 euro 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 euro which the Agent, the Lower Saxony Guarantee Agent or the Lender (as the
case may be) could obtain by exchanging such currency for euro 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 euro 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.
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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 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
 159




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN GEM, LTD.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )
 160




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Schedule 5
 Amended and Restated Deed of Covenants  Norwegian Pearl
 161




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Schedule 6
 Amended and Restated Deed of Covenants  Norwegian Gem
 162