##### 



Exhibit 4.35
  DATED 22 DECEMBER 2006
 NCL CORPORATION LTD.
(as borrower)
 DnB NOR BANK ASA
CITIBANK N.A.
COMMERZBANK AKTIENGESELLSCHAFT
KfW
NORDEA BANK NORGE ASA
NORDDEUTSCHE LANDESBANK GIROZENTRALE
(as mandated lead arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as original lenders)
 DnB NOR BANK ASA
(as agent)
 
 UP TO USD610,000,000
REVOLVING LOAN FACILITY AGREEMENT




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    11.1
    
    
    Definitions
    
    
    11.2
    
    
    Construction
    
    
    151.3
    
    
    Agent
    
    
    161.4
    
    
    Third Party rights
    
    
    162
    
    The Facility
    
    
    162.1
    
    
    Availability
    
    
    162.2
    
    
    Purpose and Application
    
    
    172.3
    
    
    Advance of a Revolving Credit Facility Drawing to the Borrower
    
    
    172.4
    
    
    Advance of a Swingline Facility Drawing to the Borrower
    
    
    172.5
    
    
    Break costs
    
    
    182.6
    
    
    Conditions of drawdown
    
    
    182.7
    
    
    Several obligations of the Lenders
    
    
    192.8
    
    
    Lenders failure to perform
    
    
    192.9
    
    
    Fulfilment of conditions after drawdown
    
    
    193
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
    
    
    193.1
    
    
    Repayment
    
    
    193.2
    
    
    Scheduled reductions of Commitments to the Facility
    
    
    203.3
    
    
    Sale or Total Loss of a Vessel: mandatory cancellation
    
    
    203.4
    
    
    Amounts payable on prepayment
    
    
    203.5
    
    
    Notice of prepayment
    
    
    213.6
    
    
    Voluntary cancellation of Commitments
    
    
    213.7
    
    
    Additional partial cancellation
    
    
    223.8
    
    
    Prepayment during Term
    
    
    223.9
    
    
    Mandatory cancellation in case of illegality
    
    
    223.10
    
    
    Voluntary cancellation following imposition of Substitute Basis
    
    
    233.11
    
    
    Cancellation in case of Total Loss of a Vessel
    
    
    233.12
    
    
    Cancellation in case of sale of a Vessel
    
    
    234
    
    Interest
    
    
    244.1
    
    
    Payment of interest
    
    
    244.2
    
    
    Selection and duration of Interest Periods
    
    
    244.3
    
    
    No notice and unavailability
    
    
    244.4
    
    
    Extension and shortening of Interest Periods
    
    
    244.5
    
    
    Interest Rate
    
    
    254.6
    
    
    Bank basis
    
    
    254.7
    
    
    Default interest
    
    
    255
    
    Swingline Facility
    
    
    265.1
    
    
    Swingline Lenders participation
    
    
    265.2
    
    
    Relationship with the Revolving Credit Facility
    
    
    265.3
    
    
    Reallocation
    
    
    26




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Page6
    
    Substitute Basis of Funding
    
    
    276.1
    
    
    Market disturbance
    
    
    276.2
    
    
    Suspension of drawdown
    
    
    286.3
    
    
    Certificates of Substitute Basis
    
    
    286.4
    
    
    Review
    
    
    287
    
    Payments
    
    
    297.1
    
    
    Place for payment
    
    
    297.2
    
    
    Deductions and grossing-up
    
    
    297.3
    
    
    Production of receipts for Taxes
    
    
    307.4
    
    
    Currency of account
    
    
    307.5
    
    
    Money of account
    
    
    307.6
    
    
    Accounts
    
    
    317.7
    
    
    Earnings
    
    
    317.8
    
    
    Continuing security
    
    
    317.9
    
    
    Mitigation
    
    
    328
    
    Yield Protection and Force Majeure
    
    
    328.1
    
    
    Increased costs
    
    
    328.2
    
    
    Force Majeure
    
    
    339
    
    Representations and Warranties
    
    
    349.1
    
    
    Duration
    
    
    349.2
    
    
    Representations and warranties
    
    
    3410
    
    Undertakings
    
    
    3910.1
    
    
    Duration
    
    
    3910.2
    
    
    Information
    
    
    3910.3
    
    
    Financial Undertakings
    
    
    4010.4
    
    
    Dividends
    
    
    4110.5
    
    
    Notification of default
    
    
    4110.6
    
    
    Consents and registrations
    
    
    4110.7
    
    
    Negative pledge
    
    
    4210.8
    
    
    Disposals
    
    
    4210.9
    
    
    Purchases
    
    
    4210.10
    
    
    Change of name or business
    
    
    4210.11
    
    
    Mergers
    
    
    4310.12
    
    
    Maintenance of status and franchises
    
    
    4310.13
    
    
    Financial records
    
    
    4410.14
    
    
    Subordination of indebtedness
    
    
    4410.15
    
    
    Guarantees
    
    
    4410.16
    
    
    Further assurance
    
    
    4410.17
10.18
    
    
    Valuation of the Vessels 
Marginal security
    
    
    44
4510.19
    
    
    No dealings with Master Agreements
    
    
    4510.20
    
    
    Financial year end
    
    
    4610.21
    
    
    Maintenance and insurance
    
    
    4610.22
    
    
    Vessels
    
    
    46




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Page11
    
    Rights of the Agent and the Lenders
    
    
    4611.1
    
    
    No derogation of rights
    
    
    4611.2
    
    
    Enforcement of remedies
    
    
    4612
    
    Default
    
    
    4712.1
    
    
    Events of default
    
    
    4712.2
    
    
    Acceleration
    
    
    5212.3
    
    
    Default indemnity
    
    
    5312.4
    
    
    Set off
    
    
    5312.5
    
    
    Master Agreement rights
    
    
    5413
    
    Application of Funds
    
    
    5413.1
    
    
    Total Loss proceeds/proceeds of sale
    
    
    5413.2
    
    
    General funds/Event of Default monies
    
    
    5513.3
    
    
    Application of proceeds of Insurances
    
    
    5613.4
    
    
    Suspense account
    
    
    5614
    
    Fees
    
    
    5714.1
    
    
    Commitment fee
    
    
    5714.2
    
    
    Other fees
    
    
    5715
    
    Expenses

    
    
    5715.1
    
    
    Initial expenses
    
    
    5715.2
    
    
    Enforcement expenses
    
    
    5715.3
    
    
    Stamp duties
    
    
    5716
    
    Waivers, Remedies Cumulative
    
    
    5816.1
    
    
    No waiver
    
    
    5816.2
    
    
    Remedies cumulative
    
    
    5816.3
    
    
    Severability
    
    
    5816.4
    
    
    Time of essence
    
    
    5817
    
    Counterparts
    
    
    5818
    
    Changes to the Lenders
    
    
    5818.1
    
    
    Assignments and transfers by the Lenders
    
    
    5818.2
    
    
    Conditions of assignment or transfer
    
    
    5918.3
    
    
    Assignment or transfer fee
    
    
    6018.4
    
    
    Limitation of responsibility of Existing Lenders
    
    
    6018.5
    
    
    Procedure for transfer
    
    
    6018.6
    
    
    Copy of Transfer Certificate to Borrower
    
    
    6118.7
    
    
    Disclosure of information
    
    
    6118.8
    
    
    Borrowers co-operation
    
    
    6219
    
    Changes to the Borrower
    
    
    6220
    
    Reference Banks and Agent
    
    
    6220.1
    
    
    Reference Banks
    
    
    6220.2
    
    
    Decision making
    
    
    62




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Page20.3
    
    
    The Agent
    
    
    6420.4
    
    
    Retirement and replacement of the Agent
    
    
    6821
    
    Notices
    
    
    6921.1
    
    
    Mode of communication
    
    
    6921.2
    
    
    Address
    
    
    6921.3
    
    
    Telefax communication
    
    
    6921.4
    
    
    Electronic mail
    
    
    7021.5
    
    
    Receipt
    
    
    7121.6
    
    
    Language
    
    
    7122
    
    Governing Law
    
    
    7123
    
    Waiver of Immunity
    
    
    7124
    
    Jurisdiction
    
    
    71Schedule 1 Particulars of Agent, Mandated Lead Arrangers and Original Lenders
    
    
    75Schedule 2 Notice of Drawdown
    
    
    79Schedule 3 Conditions Precedent
    
    
    81Schedule 4 Confidentiality Undertaking
    
    
    86Schedule 5 Transfer Certificate
    
    
    89Schedule 6 Quarterly Statement of Financial Covenants
    
    
    94




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




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management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise;Agreement means this 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:
 Total Funded Debt :
    
    Applicable MarginConsolidated EBITDA[**] [Confidential Treatment]
    
    One point five per cent (1.50%)[**] [Confidential Treatment]
    
    [**] [Confidential Treatment][**] [Confidential Treatment]
    
    [**] [Confidential Treatment][**] [Confidential Treatment]
    
    [**] [Confidential Treatment]
 PROVIDED THATthe highest rate appearing 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);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 period beginning on the Signing Date and ending one
(1) month before the Final Maturity Date;Available Commitment means, in relation to a Lender, the amount of its Commitment
in respect of the Revolving Credit Facility or the Swingline Facility (as the case
may be) less the amount of its Contribution to the Revolving Credit Facility or the
Swingline Facility (as the case may be);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;
 2




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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 or an attorney-in-fact 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 24 of Schedule 3;Commitment means, as to each Original Lender and the Swingline Lender, the sums
set out opposite its name in Schedule 1 as the amount respectively of the Revolving
Credit Facility and the Swingline Facility 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 or the Swingline 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 or the Swingline Lender hereunder) in each case as such amount may be
reduced, cancelled or terminated under this Agreement;Commitment Period means the period beginning on the Signing Date and ending on
the earlier of the last day of the Availability Period and the date on which 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;
 3




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(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; 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);


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




Consolidated EBITDA


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


Consolidated Interest Expense


Consolidated Net Income


Contribution 4




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Co-ordination Deeds
 Credit Support Document
 Credit Support Provider
 Disclosure Letter
 Dollars USD
 Drawdown Notice
 Drawing
 Earnings
 Earnings Assignments
 Encumbrance
 Event of Default
 5




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Facility
 Final Maturity Date
 Finance Parties Finance Party
 Financial Indebtedness
 Force Majeure
 Free Liquidity
 Guarantees
 Holding Company
 Indebtedness for Borrowed Money
 (i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and other charges on or in respect of
any of the foregoing);(iii)
    
    the amount of any liability in respect of leases which, in accordance with US GAAP, are
capital leases;(iv)
    
    the amount of any liability in respect of the purchase price for assets or services payment
of which is deferred for a period in excess of one hundred and eighty (180) days;
 6




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(v)
    
    all reimbursement obligations whether contingent or not in respect of amounts paid under a
letter of credit or similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial Indebtedness falling within paragraphs
(i) to (v) above;
 PROVIDED THAT
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders;(b)
    
    loans and advances made by Star Cruises Limited which are
subordinated to the rights of the Lenders; and(c)
    
    any Master Agreement Liabilities and any similar liabilities
of the Borrower or any other member of the NCLC Group to a counterparty under
any other master agreement relating to interest or currency exchange
transactions of a non-speculative nature;
 Insurance Assignments
 Insurances
 Interest Payment Date
 Interest Period
 Interest Rate
 LIBOR
 (i)
    
    the offered rate for deposits in Dollars for a period
equivalent to such Interest Period which appears on the Reuters BBA Page LIBOR
01 at or about 11.00 a.m. London time on the Quotation Date; or
 7




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(ii)
    
    if no rate is provided for the respective Interest Period on
the Reuters BBA Page LIBOR 01, the interpolated rate per annum for deposits in
Dollars in an amount approximately equal to the Revolving Credit Facility
Drawing as calculated by the Agent, such interpolated rate to be based on the
Reuters BBA Page LIBOR 01 PROVIDED THATLIBOR for periods of less than one (1)
week will be ascertained under sub-section (iii) below;
  (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Dollars in an amount approximately equal to the Revolving Credit Facility
Drawing are offered to such Reference Bank by leading banks in the London
Interbank Market at such Reference Banks request at or about 11.00 a.m.
London time on the Quotation Date for a period equal to the Interest Period
and for delivery on the first Business Day thereof;
 Lender
 (i)
    
    any Original Lender; and(ii)
    
    any bank, financial institution, trust, fund or other entity
which has become a party to this Agreement in accordance with Clause 18,
  Lending Branch
 Lim Family
 (i)
    
    Tan Sri Lim Goh Tong;(ii)
    
    his spouse;(iii)
    
    his direct lineal descendants;(iv)
    
    the personal estate of any of the above persons; and(v)
    
    any trust created for the benefit of one or more of the above
persons and their estates;
 Majority Lenders
 (a)
    
    if a Drawing has not then been advanced, a Lender or Lenders
whose Commitments aggregate more than sixty seven per cent (67%) of the
aggregate total of the Commitments (or, if the aggregate total of the
 8




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Commitments have been reduced to zero, aggregated more than sixty seven per
cent (67%) of the aggregate total of the Commitments immediately prior to the
reduction); or(b)
    
    at any other time, a Lender or Lenders whose Contributions to
the Facility aggregate more than sixty seven per cent (67%) of the Facility
then outstanding;
 Management Agreements
 Management Agreement Assignments
 Manager
 Mandatory Cost
 Master Agreement
 Master Agreement Liabilities
 Material Adverse Effect
 Maturity Date
 9




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Maximum Facility Amount
 Maximum Revolving Credit Facility Amount
 Maximum Swingline Facility Amount
 Maximum Tranche Amount
 month PROVIDED THAT
 Mortgages
 NCLC Fleet
 NCLC Group Cash Balance Consolidated Debt Service Consolidated Interest Expense Consolidated Net Income Total Capitalisation Total Funded Debt Total Net Funded Debt NCLC Group
 Norwegian Dawn
 Norwegian Sun
 Obligors
 10




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Outstanding Indebtedness
 Owners
 Permitted Liens
 Possible Event of Default
 Process Agent
 Quotation Date PROVIDED THAT
 Reduction Dates
 11




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Reference Banks
 Renewal Date
 Renewal Notice
 Reuters BBA Page LIBOR 01
 Revolving Credit Facility
 Revolving Credit Facility Drawing
 Same Day Funds
 Security Documents
 Security Period
 Shareholder
 12




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Signing Date
 Subsidiary
 Substitute Basis
 Suspension Notice
 Swingline Facility
 Swingline Facility Drawing
 Swingline Lender
 (i)
    
    DnB NOR Bank ASA; or(ii)
    
    any other person that becomes a Swingline Lender after the Signing Date in accordance with Clause 18,
  Taxes Taxation
 Term PROVIDED THAT PROVIDED THAT
 Third Party acting in concert
 Total Capitalisation
 13




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Total Funded Debt
 Total Loss
 Total Net Funded Debt
 (i)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(ii)
    
    the amount of any Indebtedness for Borrowed Money of any person
which is not a member of the NCLC Group but which is guaranteed by a member of
the NCLC Group as at such date;
  Tranche 1
 Tranche 2
 Transaction
 Transaction Documents
 Transfer Certificate
 Transfer Date
 Transferee
 US GAAP
 14




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##### 



Vessels Vessel
 Name
    
    Flag
    
    Berths
    
    OwnerNORWEGIAN DAWN
    
    Bahamas
    
    
    2,220
    
    
    Norwegian Dawn LimitedNORWEGIAN SUN
    
    Bahamas
    
    
    1,940
    
    
    Norwegian Sun Limited
 1.2
    
    Construction
  1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Agreement unless otherwise
stated and references to this Agreement are to be construed as references to
this Agreement including its Schedules;1.2.3
    
    references to (or to any specified provision of) this
Agreement or any other document shall be construed as references to this
Agreement, that provision or that document as from time to time amended,
supplemented and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other
document shall include reference to such partys successors and permitted
assigns;1.2.6
    
    words importing the plural shall include the singular and vice
versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent
such approval or consent shall not be deemed to have been given unless given in
writing; where any matter is required to be acceptable to the Agent shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent may give or withhold its consent, approval or acceptance at
its unfettered discretion; and
 15




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1.2.9
    
    a certificate by the Agent as to any amount due or calculation
made hereunder shall be conclusive except for manifest error.
 1.3
    
    Agent
  1.4
    
    Third Party rights
  2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility which is of a
revolving nature. The Revolving Credit Facility and the Swingline Facility
shall be available to the Borrower during the Availability Period subject to
the provisions of Clause 2.2, Clause 2.3 and Clause 2.4. Each Drawing shall be
repaid on its Maturity Date. However, a Term of a Revolving Credit Facility
Drawing may be extended to the end of the succeeding Interest Period in respect
of that Drawing by the giving of a Renewal Notice by the Borrower to the Agent
not later than 9.00 a.m. London time four (4) Business Days prior to the
commencement of the relevant Interest Period.2.1.2
    
    Each Lender shall advance its Contribution to a Revolving
Credit Facility Drawing in the proportion which its Commitment for the time
being bears to the other Commitments of the Lenders to the Revolving Credit
Facility.2.1.3
    
    None of the Agent or any other Lender shall be liable for any
failure or delay on the part of any Lender in making any advance hereunder nor
shall the Agent have any obligation to seek to procure additional Lenders in
the event of such a failure PROVIDED THATif any Lender should fail to advance
its Contribution to an advance hereunder, that Lender and the Agent will take
all reasonable steps to mitigate the effect of that failure. Notwithstanding
the aforesaid proviso, no Lender shall be obliged to increase its Contribution
hereunder in respect of the failure by any other Lender to fund any
Contribution.2.1.4
    
    The Swingline Lender shall advance its Contribution to a
Swingline Facility Drawing in the proportion which its Commitment for the time
being bears to the other Commitments of the Lenders to the Swingline Facility.2.1.5
    
    The Swingline Lender shall advance its Contribution to each
Swingline Facility Drawing through its Lending Branch in New York.
 16




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##### 



2.2
    
    Purpose and Application
 2.2.1
    
    The Borrower shall apply or procure the application of the
Revolving Credit Facility in refinance of all existing indebtedness relating to
the Vessels and for general corporate purposes for the Borrower and its
Subsidiaries.2.2.2
    
    The Borrower shall apply or procure the application of the
Swingline Facility for general short term corporate purposes of the Borrower
PROVIDED THATa Swingline Facility Drawing may not be applied in repayment or
prepayment of another Swingline Facility Drawing.
 2.3
    
    Advance of a Revolving Credit Facility Drawing to the Borrower
  2.3.1
    
    the Agent receives notice of the Borrowers request for the
Revolving Credit Facility Drawing by not later than 9.00 a.m. London time four
(4) Business Days prior to the Advance Date in the form of Schedule 2;2.3.2
    
    the Advance Date proposed is a Business Day within the
relevant Availability Period;2.3.3
    
    the Revolving Credit Facility Drawing is in a minimum amount
of ten million Dollars (USD10,000,000);2.3.4
    
    on any Advance Date not more than [**]
[Confidential Treatment] Revolving Credit
Facility Drawings will be outstanding;2.3.5
    
    the drawdown of the Revolving Credit Facility Drawing would
not result in the amount of the Facility exceeding the Maximum Facility Amount
on the Advance Date;2.3.6
    
    no Event of Default or Possible Event of Default has occurred
before the relevant Advance Date and such drawing would not constitute an Event
of Default or a Possible Event of Default;2.3.7
    
    the representations and warranties set out in Clause 9 and
each of the other Security Documents are correct on the relevant Advance Date;2.3.8
    
    no event or circumstance has occurred which the Majority
Lenders believe has had or reasonably believe will have a Material Adverse
Effect; and2.3.9
    
    it is then lawful for each of the Lenders to make available
its relevant Contribution to the Revolving Credit Facility Drawing.
 2.4
    
    Advance of a Swingline Facility Drawing to the Borrower
  2.4.1
    
    the Swingline Lender receives notice of the Borrowers request
for the Swingline Facility Drawing by 10.00 a.m. New York time on the Advance
 17




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##### 



Date in the form of Schedule 2 (only one Swingline Facility Drawing may be
requested in each such notice);
 2.4.2
    
    the Advance Date proposed is a Business Day within the
Availability Period;2.4.3
    
    the Swingline Facility Drawing is in a minimum amount of two
million Dollars (USD2,000,000);2.4.4
    
    on any Advance Date not more than [**]
[Confidential Treatment] Swingline Facility
Drawings will be outstanding;2.4.5
    
    the drawdown of the Swingline Facility Drawing would not
result in the amount of the Swingline Facility exceeding the Maximum Swingline
Facility Amount on the Advance Date;2.4.6
    
    the drawdown of the Swingline Facility Drawing would not
result in the amount of the Facility exceeding the Maximum Facility Amount on
the Advance Date;2.4.7
    
    no Event of Default or Possible Event of Default has occurred
before the relevant Advance Date and such drawing would not constitute an Event
of Default or a Possible Event of Default;2.4.8
    
    the representations and warranties set out in Clause 9 and
each of the other Security Documents are correct on the relevant Advance Date;2.4.9
    
    no event or circumstance has occurred which the Majority
Lenders believe has had or reasonably believe will have a Material Adverse
Effect; and2.4.10
    
    it is then lawful for the Swingline Lender to make available its relevant
Contribution to the Swingline Facility Drawing.
 2.5
    
    Break costs
  2.6
    
    Conditions of drawdown
  18




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##### 



2.7
    
    Several obligations of the Lenders
  2.8
    
    Lenders failure to perform
  2.9
    
    Fulfilment of conditions after drawdown
  3
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
 3.1
    
    Repayment
 new
Drawing maturing Drawing
 3.1.1
    
    the maturing Drawing shall be deemed to have been repaid on
its Maturity Date either in whole (if the new Drawing is equal to or greater
than the maturing Drawing) or in part (if the new Drawing is less than the
maturing Drawing); and3.1.2
    
    to the extent that the maturing Drawing is so deemed to have
been repaid, the principal amount of the new Drawing to be made on such date
shall be deemed to have been credited to the account of the Borrower by the
Agent on behalf of the Lenders in accordance with the terms of this Agreement
and the Lenders shall only be obliged to make available to the Borrower
pursuant to Clause 2.3 or Clause 2.4 a principal amount equal to the amount by
which the new Drawing exceeds the maturing Drawing.
  19




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##### 



3.2
    
    Scheduled reductions of Commitments to the Facility
 3.2.1
    
    Subject to the second paragraph of this Clause 3.2.1, on each
of the Reduction Dates the Maximum Facility Amount as at the Signing Date shall
be reduced by [**] [Confidential Treatment] Dollars [**] [Confidential Treatment].The Borrower shall pay to the Agent all accrued interest on the reduction
amount to that Reduction Date. Amounts repaid by the Borrower pursuant to
this Clause 3.2.1 shall not be available for reborrowing.
 3.2.2
    
    Without prejudice to any other provision of this Agreement,
the Commitments to the Facility shall be reduced to zero on the Final Maturity
Date.3.2.3
    
    The Maximum Swingline Facility Amount shall not be reduced
prior to the Final Maturity Date save to the extent that the aggregate of the
Available Commitments does not exceed the Maximum Swingline Facility Amount.
 3.3
    
    Sale or Total Loss of a Vessel: mandatory cancellation
  3.4
    
    Amounts payable on prepayment
  3.4.1
    
    accrued interest on the amount to be prepaid to the date of
such prepayment (calculated in respect of any period during which a Substitute
Basis has applied by virtue of Clause 6.3, at the rate per annum more
particularly described in Clause 6.2);3.4.2
    
    any additional amounts payable under Clause 7.2 and Clause
8.1;3.4.3
    
    costs certified by the Agent as necessary to compensate the
Lenders for the cost of repaying fixed deposits borrowed to fund any part of
any Drawing or the Facility which is prepaid before the relevant Maturity Date
or the fixed term by reference to which the relevant Interest Rate has been
ascertained; and3.4.4
    
    all other sums payable by the Borrower to the relevant Lender
under this Agreement including, without limitation, any accrued commitment fee
payable under Clause 14.1.
 20




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##### 



3.5
    
    Notice of prepayment
   3.6
    
    Voluntary cancellation of Commitments
  21




---



##### 



3.7
    
    Additional partial cancellation
  3.8
    
    Prepayment during Term
  3.9
    
    Mandatory cancellation in case of illegality
   22




---



##### 



3.10
    
    Voluntary cancellation following imposition of Substitute Basis
  3.11
    
    Cancellation in case of Total Loss of a Vessel
   3.11.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time on the actual
date of loss or, if that is not known, on the date on which the Vessel was last
heard of;3.11.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on
the date on which the requisition is expressed to take effect by the person
requisitioning the Vessel; or3.11.3
    
    if it consists of a constructive or compromised or arranged or agreed total
loss or damage to the Vessel rendering repair impracticable or uneconomical or
rendering the Vessel permanently unfit for normal use, at noon Greenwich Mean
Time on the date on which notice claiming the loss of the Vessel is given to
its insurers.
 3.12
    
    Cancellation in case of sale of a Vessel
  23




---



##### 



4
    
    Interest
 4.1
    
    Payment of interest
  4.2
    
    Selection and duration of Interest Periods
 4.2.1
    
    The Borrower may give notice to the Agent to be received by
the Agent not later than 9.00 a.m. London time four (4) Business Days prior to
the commencement of each Interest Period in respect of a Revolving Credit
Facility Drawing, specifying whether that Interest Period is to be of one (1)
months or three (3) or six (6) months duration or of such other period as the
Borrower and all the Lenders may agree PROVIDED THATno more than three (3)
Interest Periods of one (1) months duration may be requested in any one (1)
calendar year in respect of the Revolving Credit Facility. Interest Periods
shall commence, in the case of the first in respect of a Revolving Credit
Facility Drawing, on the relevant Advance Date and, in the case of Interest
Periods other than the first, on the expiry of the preceding Interest Period.
Each Interest Period shall, subject to the following provisions of this Clause
4, be of a duration selected by the Borrower as above PROVIDED THATthe final
Interest Period in respect of a Revolving Credit Facility Drawing shall end on
the Maturity Date of that Revolving Credit Facility Drawing.4.2.2
    
    The Borrower may give notice to the Swingline Lender with a
copy to the Agent, to be received by the Swingline Lender and the Agent not
later than 10.00 a.m. New York time on the Advance Date in respect of a
Swingline Facility Drawing, specifying whether that Interest Period is to be of
one (1), two (2), three (3), four (4) or five (5) Business Days duration.
Interest Periods shall commence on the relevant Advance Date. Each Interest
Period shall, subject to the following provisions of this Clause 4, be of a
duration selected by the Borrower as above PROVIDED THATno Interest Period in
respect of a Swingline Facility Drawing shall end after the Final Maturity
Date.
 4.3
    
    No notice and unavailability
  4.4
    
    Extension and shortening of Interest Periods
 4.4.1
    
    If an Interest Period would otherwise end on a day which is
not a Business Day, the Interest Period shall be extended until the next
following Business Day unless the next following Business Day falls in the next
 24




---



##### 



4.4.2
    
    If an Interest Period commences on the last Business Day in a
month and if there is no day in the month in which the Interest Period will end
which corresponds numerically to the day on which it begins, the Interest
Period shall end on the last Business Day in that month.
 4.5
    
    Interest Rate
 4.5.1
    
    Subject to Clause 4.7, Clause 5.3 and Clause 6, the rate of
interest applicable to a Revolving Credit Facility Drawing during an Interest
Period shall be the rate per annum which is the sum of LIBOR, the Applicable
Margin and Mandatory Costs.4.5.2
    
    Subject to Clause 4.7 and Clause 6, the rate of interest
applicable to a Swingline Facility Drawing during an Interest Period shall be
the rate per annum which is the sum of the British Bankers Association
overnight rate for Dollars which appears on the Reuters BBA Page LIBOR 01 at or
about 11.00 a.m. London time on the Advance Date, the aggregate of the
Applicable Margin and [**] [Confidential Treatment] per cent [**] [Confidential Treatment] and Mandatory
Costs.
 4.6
    
    Bank basis
  4.7
    
    Default interest
  25




---



##### 



5
    
    Swingline Facility
 5.1
    
    Swingline Lenders participation
  5.2
    
    Relationship with the Revolving Credit Facility
 5.2.1
    
    The Revolving Credit Facility may be used by way of the
Swingline Facility. The Swingline Facility is not independent of the Revolving
Credit Facility.5.2.2
    
    Notwithstanding any other term of this Agreement the Swingline
Lender is only obliged to advance a Swingline Facility Drawing to the extent
that it would not result in its Commitment in the Facility exceeding its
Available Commitment after the earlier of the relevant Due Date and the
relevant Reallocation Date.
 5.3
    
    Reallocation
 5.3.1
    
    If a Swingline Facility Drawing is not repaid in full on its
due date (the Due Date), the Agent shall (on being requested to do so in
writing by the Swingline Lender) set the date (the Reallocation Date) on
which payments shall be made between the Lenders to re-distribute the unpaid
amount between them. The Reallocation Date shall be the third (3rd)
Business Day after the Due Date. The Agent shall give notice to each affected
Lender of the Reallocation Date not later than 10.00 a.m. London time two (2)
Business Days prior to the Reallocation Date and notify it of the amounts to be
paid or received by it. Interest shall be payable on the Swingline Facility
Drawing between the Due Date and the Reallocation Date in accordance with
Clause 5.3.2. The Interest Period shall commence on the Due Date and expire on
the Reallocation Date.5.3.2
    
    On the Reallocation Date each Lender shall pay to the Agent
its proportion of the Unpaid Amount less its Unpaid Swingline Participation (if
any). If this produces a negative figure for a Lender no amount need be paid
by that Lender. Any such payment made shall be deemed to be a Contribution of
that Lender to a Revolving Credit Facility Drawing. The Interest Rate
applicable to the Unpaid Amount shall be the rate per annum which is the sum of
LIBOR, the aggregate of the Applicable Margin and [**] [Confidential Treatment] and Mandatory Costs. The Interest Period shall be of one (1)
months duration. The provisions of
 26




---



##### 



Clause 2.3 shall not apply to the deemed Revolving Credit Facility Drawing.
 proportion
 (a)
    
    its Commitment (or, if its Commitment is then
zero, its Commitment immediately prior to its reduction to zero) minus
its Contribution to the Facility (but ignoring its Contribution to the
unpaid Swingline Facility Drawing): to(b)
    
    the aggregate of the Available Commitments (or,
if the Commitments are then zero, the Commitments immediately prior to
their reduction to zero) minus any outstanding Revolving Credit
Facility Drawings (but ignoring the unpaid Swingline Facility Drawing).
 Unpaid Amount
 Unpaid Swingline Participation
 5.3.3
    
    Out of the funds received by the Agent pursuant to Clause
5.3.2 the Agent shall pay to the Swingline Lender an amount equal to the
Shortfall (if any) of the Swingline Lender where:
 Shortfall
 5.3.4
    
    (a) On a payment under this Clause 5.3, the paying Lender will
be subrogated to the rights of the Swingline Lender.(b)
    
    If and to the extent a paying Lender is not
able to rely on its rights under Clause 5.3.4(a), the Borrower shall be
liable to the paying Lender for a debt equal to the amount the paying
Lender has paid under this Clause 5.3.(c)
    
    Any payment under this Clause 5.3 does not
reduce the obligations in aggregate of any Obligor.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbance
  6.1.1
    
    by reason of circumstances affecting the relevant interbank
eurocurrency market adequate and fair means do not exist for ascertaining the
Interest Rate during such Interest Period pursuant to Clause 4 or Clause 5; or
 27




---



##### 



6.1.2
    
    deposits in Dollars of equal duration to such Interest Period
will not be available to any of the Lenders in the relevant interbank
eurocurrency market in sufficient amounts in the ordinary course of business to
fund its relevant Contribution during such Interest Period; or6.1.3
    
    by reason of any material change in applicable law or
regulation or of any change in national or international financial or economic
conditions any of the Lenders is unable to fund or to continue to fund its
relevant Contribution during such Interest Period by deposits obtained in the
relevant interbank eurocurrency market,
  6.2
    
    Suspension of drawdown
  6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If a Drawing has been advanced before a Suspension Notice is
given, the Lender or Lenders affected by the relevant market disturbance shall
within thirty (30) days following the date of the Suspension Notice, certify
(through the Agent) in good faith to the Borrower an alternative basis (being
the Substitute Basis) for maintaining its relevant Contribution affected by the
relevant market disturbance. Such Substitute Basis may be retroactive to the
beginning of the then current Interest Period in respect of the Drawing and may
include an alternative method of fixing the Interest Rate (which shall reflect
the cost to the relevant Lender or Lenders of funding its relevant Contribution
from other sources plus the Applicable Margin) or alternative Interest Periods
for the relevant Drawing, provided always that so far as practicable any such
Substitute Basis shall be computed in a manner and for periods as similar as
possible to those provided in Clause 4.6.3.2
    
    Each Substitute Basis so certified shall be binding upon the
Borrower, the Agent and the Lenders and shall be treated as part of this
Agreement.
 6.4
    
    Review
  28




---



##### 



7
    
    Payments
 7.1
    
    Place for payment
  7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to the Agent or the
Lenders hereunder or under the fee letter referred to in Clause 14.2 or any
other fee letter shall be made free and clear of and without deduction for or
on account of Taxes unless the Borrower is required by law to make such a
payment subject to the deduction or withholding of Taxes, in which case the sum
payable by the Borrower in respect of which such deduction or withholding is
required to be made shall be increased to the extent necessary to ensure that,
after the making of such deduction or withholding, the Agent or the Lenders
receives and retains (free from any liability in respect of any such deduction
or withholding) a net sum equal to the sum which it would have received and so
retained had no such deduction or withholding been made or required to be made.7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any
Lender or the Agent on its behalf or the Agent is required to make any payment
on account of tax (not being a tax imposed on the net income of its Lending
Branch by the jurisdiction in which it is incorporated or in which its Lending
Branch is located or any other tax existing and applicable on the Signing Date
under the laws of any jurisdiction) or otherwise on or in relation to any sum
received or receivable hereunder by such Lender or the Agent on its behalf or
the Agent (including, without limitation, any sum received or receivable under
this Clause 7) or any liability in respect of any such payment is asserted,
imposed, levied or assessed against such Lender or the Agent on its behalf or
the Agent, the Borrower shall, upon demand of the Agent, indemnify such Lender
or the Agent on its behalf or the Agent against such payment or liability,
together with any interest, penalties and expenses payable or incurred in
connection therewith other than interest penalties and expenses that are
otherwise imposed or asserted on account of the bad faith or wilful neglect of
such Lender or the Agent on its behalf or the Agent. If any Lender or the
Agent proposes to make a claim under the provisions of this Clause 7.2.2 it
shall certify to the Borrower in reasonable detail within thirty (30) days (or
such longer period as any Lender or the Agent may reasonably require) after
becoming aware of the event by reason of which it is entitled to make its claim
or claims the basis of its claim or claims, such certificate to be conclusive,
save for manifest error.
 29




---



##### 



7.3
    
    Production of receipts for Taxes
   7.4
    
    Currency of account
  7.4.1
    
    a repayment or payment of all or part of the Facility, the
Revolving Credit Facility, the Swingline Facility or any sum due and payable
but unpaid by any Obligor (other than the Manager) under the Security Documents
shall be made in the currency in which the Facility, the Revolving Credit
Facility, the Swingline Facility or such unpaid sum is denominated on its due
date;7.4.2
    
    each payment of interest shall be made in the currency in
which the sum in respect of which the interest is payable was denominated when
that interest accrued; and7.4.3
    
    each payment in respect of costs, expenses or Taxes shall be
made in the currency in which the costs, expenses or Taxes are incurred
 7.5
    
    Money of account
 first currency second currency
 30




---



##### 



7.5.1
    
    making or filing a claim or proof against the Borrower;7.5.2
    
    obtaining an order or judgment in any court or other tribunal; or7.5.3
    
    enforcing any order or judgment given or made in relation thereto;
  7.6
    
    Accounts
  7.7
    
    Earnings
  7.8
    
    Continuing security
  31




---



##### 



7.9
    
    Mitigation
  8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costs
 8.1.1
    
    If by reason of:
 (a)
    
    any change in law or in its interpretation or
administration after the Signing Date; and/or(b)
    
    after the Signing Date compliance with any
request from or requirement of any central bank or other fiscal,
monetary or other authority including but without limitation the Basle
Committee on Banking Supervision whether or not having the force of
law:
 (i)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender performing its obligations under this Agreement and/or
its advancing its Contribution hereunder; or(ii)
    
    there is any increase in the
cost to any of the Lenders or an Associated Company of the
relevant Lender funding or maintaining all or any of the
advances comprised in a class of advances formed by or
including its Contribution advanced or to be advanced by it
hereunder; or(iii)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender having entered into and/or 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,
 32




---



##### 



8.1.2
    
    A Lender affected by any provision of Clause 8.1.1 shall
promptly inform the Agent after becoming aware of the relevant change or
request and its possible results and the Agent shall, as soon as reasonably
practicable thereafter, notify the Borrower of the change or request and its
possible results. Without affecting the Borrowers obligations under Clause
8.1.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
change or request (for example (if then possible) by changing its Lending
Branch or transferring some or all of its rights and obligations under this
Agreement to another financial institution reasonably acceptable to the Agent
and after consultation with the Borrower). The reasonable costs of mitigating
the effect of any such change shall be borne by the Borrower save where such
costs are of an internal administrative nature and are not incurred in dealings
by any Lender with third parties.
 8.2
    
    Force Majeure
 Non-Performing Party PROVIDED THAT
 8.2.1
    
    the suspension of performance is of no greater scope and of no
longer duration than is required by the Force Majeure;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
 33




---



##### 



(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    Duration
  9.2
    
    Representations and warranties
  9.2.1
    
    StatusEach Obligor is a corporation duly organised,
constituted and validly existing under the laws of the country of its
incorporation, possessing perpetual corporate existence, the capacity to sue
and be sued in its own name and the power to own and charge its assets and
carry on its business as it is now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to
enter into and perform this Agreement and those of the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby and
has taken all necessary action to authorise the entry into and performance of
this Agreement and such other Security Documents and such transactions.9.2.3
    
    Legal validityThis Agreement constitutes legal, valid and
binding obligations of the Borrower enforceable in accordance with its terms
and in entering into this Agreement and borrowing the Facility, the Borrower is
acting on its own account. Each other 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 and the other 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,
 34




---



##### 



9.2.5
    
    No defaultSave as disclosed in writing to the Agent prior to
the Signing Date, no event has occurred which constitutes a default under or in
respect of any Transaction Document to which any Obligor is a party or by which
any Obligor may be bound (including (inter alia) this Agreement) and no event
has occurred which, with the giving of notice, lapse of time, determination of
materiality or other condition might constitute a default under or in respect
of any such Transaction Document 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 and no event has occurred which, with the giving of notice, lapse of
time, determination of materiality or other condition might constitute a
default under or in respect of any such agreement or document.9.2.6
    
    ConsentsExcept for the filing of those Security Documents
which require registration in the Companies Registries in England and Wales,
the Isle of Man, the United States of America and/or Bermuda, which filing must
be completed within twenty one (21) days and one (1) month respectively of the
execution of the relevant Security Document(s) in the case of England and Wales
and the Isle of Man, and for the registration of the Mortgages through the
Bahamas Maritime Authority, all authorisations, approvals, consents, licences,
exemptions, filings, registrations, notarisations and other matters, official
or otherwise, required in connection with the entry into, performance, validity
and enforceability of this Agreement and each of the other Transaction
Documents and the transactions contemplated thereby have been obtained or
effected and are in full force and effect.9.2.7
    
    Accuracy of informationAll information furnished by any
Obligor relating to the business and affairs of any Obligor in connection with
this Agreement and the other Transaction Documents was and remains true and
correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading.9.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing
to the Agent all facts relating to each Obligor which it knows or should
reasonably know and which might reasonably be expected to influence the Lenders
in deciding whether or not to enter into this Agreement.9.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor
is subject to any Encumbrance except Permitted Liens.9.2.10
    
    Pari passu or priority statusThe claims of the Finance Parties against the
Borrower under this Agreement will rank at least pari passu with the claims of
all unsecured creditors of the Borrower (other than claims of such creditors to
the extent that they are statutorily preferred) and in
 35




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priority to the claims of any creditor of the Borrower who is also an
Obligor.9.2.11
    
    SolvencyThe Obligors are and shall remain, after the advance to them of the
Facility or any of it, solvent in accordance with the laws of Bermuda and the
United Kingdom and in particular with the provisions of the United Kingdoms
Insolvency Act 1986 (as from time to time amended) and the requirements
thereof.9.2.12
    
    Winding-up, etc.Subject to Clause 10.11, neither the Borrower nor any other
Obligor has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of its knowledge and belief)
threatened against any of them for the winding-up, dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of any of them or any or all of their assets or
revenues nor have either sought any other relief under any applicable
insolvency or bankruptcy law.9.2.13
    
    AccountsThe consolidated audited accounts of the NCLC Group for the period
ending on 31 December of each financial year during the period of this
Agreement (which accounts will be prepared in accordance with US GAAP) will
fairly represent the financial condition of the NCLC Group as shown in such
audited accounts.9.2.14
    
    LitigationSave as disclosed in the Disclosure Letter and/or the Borrowers
most recent US Securities Exchange Commission filing, no litigation,
arbitration or administrative proceedings of or before any court, arbitral body
or agency (including but not limited to investigative proceedings) are current
or pending or, to its knowledge, threatened, which might, if adversely
determined, have a Material Adverse Effect. For the avoidance of doubt, the
disclosure of any such litigation, arbitration or administrative proceedings
after the Signing Date shall not be deemed to be a fact and circumstance
subsisting at any time that this representation is deemed to be repeated
pursuant to Clause 9.1.9.2.15
    
    Tax liabilitiesTo the best of its knowledge, the NCLC Group has complied
with all taxation laws in all jurisdictions in which it is subject to Taxation
and has paid all material Taxes due and payable by it; no material claims are
being asserted against it with respect to Taxes, which might, if such claims
were successful, have a material adverse effect on the ability of any Obligor
to perform its obligations under the Transaction Documents.9.2.16
    
    Ownership of assetsEach member of the NCLC Group has good and marketable
title to all its assets which is reflected in the audited accounts referred to
in Clause 9.2.13.9.2.17
    
    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.
 36




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9.2.18
    
    Taxes on paymentsAs at the Signing Date all amounts payable by the Borrower
hereunder may be made free and clear of and without deduction for or on account
of any Taxation.9.2.19
    
    Place of businessNone of the Obligors has a place of business in any
jurisdiction (except as already disclosed) which requires any of the Security
Documents to be filed or registered in that jurisdiction to ensure the validity
of the Security Documents to which it is a party.9.2.20
    
    Ownership of sharesAll the shares in each of the Owners and the Manager
shall be legally and beneficially owned directly or indirectly by the Borrower
and such structure shall remain so throughout the Security Period. Further, no
Event of Default has occurred under Clause 12.1.16 in respect of the ownership
and/or control of the shares in the Borrower.9.2.21
    
    Completeness of documentsThe copies of the Management Agreements and any
other relevant third party agreements delivered to the Agent are true and
complete copies of each such document constituting valid and binding
obligations of the parties thereto enforceable in accordance with their
respective terms and no amendments thereto or variations thereof have been
agreed other than (if applicable), in the case of the Management Agreements, in
accordance with clause 6.1.17 of the two (2) deeds of covenants collateral to
the two (2) first priority statutory Bahamian ship mortgages, as amended by the
Co-ordination Deeds, to be granted by each of the Owners over its Vessel nor
has any action been taken by the parties thereto which would in any way render
such document inoperative or unenforceable.9.2.22
    
    No undisclosed commissionsThere are and will be no commissions, rebates,
premiums or other payments by or to or on account of any Obligor, their
shareholders or directors in connection with the transaction as a whole other
than as disclosed to the Agent in writing.9.2.23
    
    EnvironmentEach of the Obligors:
 (a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances, 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
 37




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Environmental Concern (such laws, regulations, conventions
and agreements the Environmental Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim),
     9.2.24
    
    Money launderingAny borrowing by the Borrower hereunder, and the
performance of its obligations hereunder and under the other Security
Documents, will be for its own account and will not, to the best of its
knowledge, involve any breach by it of any law or regulatory measure relating
to money laundering as defined in Article 1 of the Directive (91/308/EEC) of
the Council of the European Communities.
 38




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10
    
    Undertakings
 10.1
    
    Duration
  10.2
    
    Information
  10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
Accounts (commencing with the audited accounts made up to 31 December 2006);10.2.2
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of each financial year) a
Certified Copy of the unaudited consolidated accounts of the NCLC Group for
that quarter (commencing with the unaudited accounts made up to 31 March 2007);10.2.3
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each financial year), beginning with the financial year
ending 31 December 2006, annual cash flow projections on a consolidated basis
of the NCLC Group showing on a monthly basis advance ticket sales (for at least
twelve (12) months following the date of such statement) for the NCLC Group;10.2.4
    
    as soon as practicable (and in any event not later than 31 January of each
financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year;(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including income statement,
balance sheet and cash flow projections for the NCLC Group); and(c)
    
    an outline of the assumptions supporting the
budget and financial projections referred to in paragraphs (a) and (b)
of this Clause 10.2.4;
 10.2.5
    
    within fifteen (15) days of a request from the Agent (but at intervals no
more frequently than annually at the Borrowers expense unless an Event of
Default has occurred and is continuing), a valuation of each of the Vessels
obtained in accordance with the provisions of Clause 10.17;10.2.6
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of its financial year and within
one hundred and twenty (120) days after the close of each financial year)
 39




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##### 



a statement signed by the NCLC Groups chief financial officer in the form
of Schedule 6 (commencing with the fourth quarter of the financial year
ending 31 December 2006) and such other information as the Agent may
request;10.2.7
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request; and10.2.8
    
    on a quarterly basis, details of any material litigation, arbitration or
administrative proceedings affecting any Obligor which are instituted and
served, or, to the knowledge of the Borrower, threatened (and for this purpose
proceedings shall be deemed to be material if they involve a claim in an amount
exceeding [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] or the equivalent in another
currency).
  10.3
    
    Financial Undertakings
  10.3.1
    
    at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment]
Dollars [**] [Confidential Treatment];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 [**] [Confidential Treatment]; 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 [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; 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 [**] [Confidential Treatment].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.
  40




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10.4
    
    Dividends
 10.4.1
    
    During any financial year of the Borrower until the date on which the
Borrower becomes a listed company on an Approved Stock Exchange (on which date
the restriction contained in this Clause 10.4.1 shall cease to apply), the
Borrower shall not and shall procure that no other member of the NCLC Group
shall, pay any dividends or make any other distributions in respect of its
share capital to any person which during any financial year of the Borrower in
aggregate exceeds fifty per cent (50%) of the Consolidated Net Income (if
positive) of the NCLC Group for such financial 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 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 such dividend is paid or distribution is made.10.4.2
    
    Subject to the provisions of Clause 10.4.1, the Borrower will procure that
any dividends or other distributions and interest paid or payable in connection
with such dividends or other distributions will be received promptly by the
Borrower directly or indirectly from the Owners shareholder(s) (if such
shareholder is not the Borrower) by way of dividend.
 10.5
    
    Notification of default
  10.6
    
    Consents and registrations
  41




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##### 



10.7
    
    Negative pledge
  10.7.1
    
    Encumbrances created with the prior consent of the Lenders; or10.7.2
    
    Permitted Liens.
 10.8
    
    Disposals
  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; and10.8.4
    
    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.
 10.9
    
    Purchases
  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; or10.9.3
    
    the cost of which is more than its fair market value at the date of
acquisition.
 10.10
    
    Change of name or business
  42




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PROVIDED THAT
 10.11
    
    Mergers
  Reorganisation PROVIDED THAT 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 Lenders.
  10.12
    
    Maintenance of status and franchises
  43




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10.13
    
    Financial records
  10.14
    
    Subordination of indebtedness
  10.15
    
    Guarantees
   10.16
    
    Further assurance
  10.17
    
    Valuation of the Vessels
 10.17.1
    
    Each of the Vessels shall for the purposes of this Clause 10.17 be valued in
Dollars by two (2) independent firms of shipbrokers or shipvaluers nominated by
the Borrower and approved by the Agent (acting on the instructions of the
Majority Lenders) or failing such nomination and approval, appointed by the
Agent (acting on such instructions) in its sole discretion (each such valuation
to be made without, unless reasonably required by the Agent, physical
inspection and on the basis of a sale for prompt delivery for cash at arms
length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
engagement concerning the
 44




---



##### 



Vessel). The first such valuations in respect of each of the Vessels shall
be obtained on or about sixty (60) days prior to the first Advance Date and
thereafter they shall be obtained within fifteen (15) days of a request from
the Agent (but at intervals no more frequently than annually at the
Borrowers expense unless an Event of Default has occurred and is
continuing). The average of the valuations shall constitute the value of
the Vessel for the purposes of this Clause 10.17.10.17.2
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.17 a copy thereof is sent directly to the
Agent for review.
 10.18
    
    Marginal security
  10.18.1
    
    is less than one hundred per cent (100%) of the amount of the aggregate of
the Available Commitments and the Contributions to the Facility during the
period commencing on the Signing Date and ending forty eight (48) months after
the Signing Date;10.18.2
    
    is less than one hundred and ten per cent (110%) of the amount of the
aggregate of the Available Commitments and the Contributions to the Facility
during the period commencing on the date falling forty eight (48) months after
the Signing Date and ending seventy two (72) months after the Signing Date; and10.18.3
    
    thereafter, is less than one hundred and twenty per cent (120%) of the
amount of the aggregate of the Available Commitments and the Contributions to
the Facility,
  (a)
    
    provide the Agent with additional security acceptable to the
Majority Lenders such that the security value of the Vessels and any additional
security provided to the Agent hereunder (at valuations reasonably estimated by
the Agent from time to time) is at least one hundred per cent (100%), one
hundred and ten per cent (110%) or one hundred and twenty per cent (120%) (as
the case may be) of the aggregate of the Available Commitments and the
Contributions to the Facility; or(b)
    
    reduce the Available Commitments by such an amount that the
value of the security is at least one hundred per cent (100%), one hundred and
ten per cent (110%) or one hundred and twenty per cent (120%) (as the case may
be) of the amount of the aggregate of the Available Commitments and the
Contributions to the Facility.
 10.19
    
    No dealings with Master Agreements
  45




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10.20
    
    Financial year end
  10.21
    
    Maintenance and insurance
  10.22
    
    Vessels
  11
    
    Rights of the Agent and the Lenders
 11.1
    
    No derogation of rights
  11.2
    
    Enforcement of remedies
  11.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it or they may seek payment of any sum due from the
Borrower under this Agreement or any other Security Document;11.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or11.2.3
    
    to enforce or seek to enforce any other rights it or they may have against
the Borrower or any other such person.
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12
    
    Default
 12.1
    
    Events of default
  12.1.1
    
    Non-payment
  12.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any other
material provision of any Security Document to which it is a party or
there is any other material breach in the sole opinion of the Agent of
any of the Transaction Documents and such failure (if in the opinion of
the Agent in its sole discretion it is capable of remedy) continues
unremedied for a period of thirty (30) days from the date of its
occurrence and in any such case as aforesaid the Agent in its sole
discretion considers that such failure is or could reasonably be
expected to become materially prejudicial to the interests, rights or
position of the Finance Parties or any of them; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or if any of the parties thereto becomes entitled
to terminate or repudiate any of them and evidences an intention so to
do.
 12.1.3
    
    Misrepresentation
  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.
 47




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##### 



(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise.(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable.(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default,
 PROVIDED THAT
 (i)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000);(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded PROVIDEDfirst that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 12.1.4(ii) shall
not apply to that Financial Indebtedness; and(iii)
    
    If at any time hereafter the Borrower or any
other member of the NCLC Group agrees to the incorporation of a cross
default provision into any financial contract or financial document
relating to any Financial Indebtedness that is more onerous than this
Clause 12.1.4, then the Borrower shall immediately notify the Agent and
that cross default provision shall be deemed to apply to this Agreement
as if set out in full herein with effect from the date of such
financial contract or financial document and during the currency of
that financial contract or financial document.
 12.1.5
    
    Winding-up
  12.1.6
    
    Moratorium or arrangement with creditors
  48




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##### 



12.1.7
    
    Appointment of liquidators etc.
 Grace Period
 12.1.8
    
    Insolvency
  12.1.9
    
    Legal process
 PROVIDED THAT
 12.1.10
    
    Analogous events
  12.1.11
    
    Cessation of business
  12.1.12
    
    Revocation of consents
  49




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##### 



PROVIDED THAT
 12.1.13
    
    Unlawfulness
  (a)
    
    any Obligor to perform any of its obligations
under any Security Document to which it is a party; or(b)
    
    the Agent or any other Finance Party to
exercise any of its rights under any of the Security Documents;
 PROVIDED THAT PROVIDED FURTHER THAT
 12.1.14
    
    Insurances
  12.1.15
    
    Total Loss
  50




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12.1.16
    
    Ownership and control of the Borrower
  (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 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 individual or any Third
Party:
 (A)
    
    owns legally
and/or beneficially and either directly or indirectly
at least [**] [Confidential Treatment] per cent [**] [Confidential Treatment] of the ordinary
share capital of the Borrower; or(B)
    
    has the right
or the ability to control either directly or indirectly
the affairs of or the composition of the majority of
the board of directors (or equivalent) of the Borrower,
  (ii)
    
    the Borrower ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of the Majority Lenders,
 control body corporate
 12.1.17
    
    Disposals
  51




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##### 



12.1.18
    
    Prejudice to security
  12.1.19
    
    Governmental intervention
 PROVIDED THAT
 12.1.20
    
    Master Agreement termination
  12.2
    
    Acceleration
 12.2.1
    
    On the occurrence of an Event of Default or a Possible Event of Default and
at any time thereafter whilst such event shall be continuing the Agent may if a
Drawing has not yet been advanced, by notice to the Borrower cancel the
obligations of the Lenders under this Agreement.12.2.2
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing, if a Drawing has been advanced the Agent may:
 (a)
    
    by notice to the Borrower declare the whole or
any part of the Facility due and repayable in accordance with the terms
of such notice whereupon the same shall become due and repayable
accordingly together with all interest accrued thereon and all other
amounts payable hereunder and under any of the other Security
 52




---



##### 



Documents and the Commitments to the Facility shall be cancelled;
and/or(b)
    
    from time to time exercise all or any of its
rights under any of the Security Documents in such order and in such
manner as it shall deem appropriate; and/or(c)
    
    at its sole discretion terminate or continue
with the Management Agreements.
 12.3
    
    Default indemnity
  12.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or any
of the other Security Documents when due, including, without limitation, any
liability incurred by the Agent and the Lenders by reason of any delay or
failure of the Borrower to pay any such sums;12.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default or Possible Event
of Default;12.3.3
    
    any prepayment of the Facility or any part thereof being made at any time for
any reason; and/or12.3.4
    
    a Drawing not being drawn for any reason (excluding any default by the Agent
or any Lender) after the relevant Drawdown Notice has been given,
  12.4
    
    Set off
  53




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##### 



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:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent or any Lender in the protection of the Agents and the
Lenders rights or the pursuance of its or their remedies hereunder and under
the other Security Documents or to any payments whether voluntary or not which
the Agent considers advisable to protect its or their security and to provide
adequate indemnity against liens claiming priority over or equality with the
lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Finance Parties or
any of them are entitled hereunder and/or under the other Security Documents
(other than the Master Agreements) in connection with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Facility;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Finance Parties or any of them in connection with the transactions herein
contemplated;FIFTHLY
    
    in or towards payment of the Facility (whether or not then due and payable);SIXTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to the
Finance Parties under the Security Documents (other than the Master Agreement
Liabilities)
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##### 



using in the discretion of the Agent the same order of
application as FIRSTLYto FIFTHLY;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Finance Parties under this Agreement or any of the other
Security Documents and which the assigned Earnings may be insufficient to
satisfy;EIGHTHLY
    
    in or towards satisfaction of any additional security or amount to be
prepaid in accordance with Clause 10.18;NINTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andTENTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall then be
entitled thereto.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 or any
other Finance Party under or pursuant to the Security Documents or if any other
monies are received by or in the possession of the Agent or any other Finance Party
under or pursuant to the Security Documents which are expressed hereunder and/or
under the Security Documents to be distributed in accordance with the provisions of
this Clause or where no express provisions are made for disposal, such monies shall
be applied in the discretion of the Agent as follows:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent or any Finance Party in the protection of the Agents and
the Finance Parties rights or the pursuance of its or their remedies hereunder
and under the other Security Documents or to any payments whether voluntary or
not which the Agent considers advisable to protect its or their security and to
provide adequate indemnity against liens claiming priority over or equality
with the lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Finance Parties are
entitled hereunder and/or under the other Security Documents (other than the
Master Agreements) in connection with the Facility;
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THIRDLY
    
    in or towards satisfaction of all interest accrued on the Facility;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Finance Parties or any of them in connection with the transactions herein
contemplated;FIFTHLY
    
    in or towards payment of the Facility;SIXTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to the
Finance Parties under the Security Documents (other than the Master Agreement
Liabilities) using in the discretion of the Agent the same order of application
as FIRSTLYto FIFTHLY;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Finance Parties under this Agreement, any of the other
Security Documents and which the assigned Earnings may be insufficient to
satisfy;EIGHTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andNINTHLY
    
    the balance (if any) shall be released to the Borrower or to its order or
whomsoever else may be entitled thereto.
 13.3
    
    Application of proceeds of InsurancesProceeds of the Insurances for partial losses shall be applied in accordance with
the relevant Insurance Assignment and/or the loss payable clause endorsed on the
Insurances in the form approved by the Agent and in the case of a Total Loss of a
Vessel in accordance with Clause 3.11 and Clause 13.1.13.4
    
    Suspense accountAny monies received or recovered by the Agent or any Lender under or in connection
with the Security Documents and credited to any suspense or impersonal interest
bearing security realised account in accordance with FOURTHLYof Clause 13.1 or
Clause 13.2 may be held in such account for so long as the Agent thinks fit pending
application at the Agents discretion in accordance with Clause 13.1 or Clause 13.2
(as the case may be).
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14
    
    Fees
 14.1
    
    Commitment feeThe Borrower shall pay to the Agent for distribution to the Lenders quarterly in
arrears during the Commitment Period and on the last day of the Commitment Period,
[**] [Confidential Treatment] per cent [**] [Confidential Treatment] of the Applicable Margin on the relevant payment date on the
daily undrawn, uncancelled amount of Tranche 1 and, from the date that the condition
of drawdown relating to Tranche 2 is satisfied, on the daily undrawn, uncancelled
amount of the Facility during the Commitment Period.The Borrower shall also pay to the Agent for distribution to the Lenders quarterly
in arrears during the Commitment Period and on the last day of the Commitment
Period, [**] [Confidential Treatment] per cent [**] [Confidential Treatment] of the Applicable Margin on the relevant payment date
on the daily undrawn, uncancelled amount of Tranche 2 during the Commitment Period
until the date that the condition of drawdown relating to Tranche 2 is satisfied.14.2
    
    Other feesThe Borrower will pay to the Agent on behalf of itself and the other Finance Parties
such fees as are set out in separate fee letters dated 1 December 2006 between the
Mandated Lead Arrangers and/or the Agent and the Borrower.
 15
    
    Expenses
 15.1
    
    Initial expensesThe Borrower shall reimburse the Agent on demand on a full indemnity basis for the
charges and expenses (together with value added tax or any similar tax thereon and
including without limitation travel expenses and the fees (as pre-agreed) and
expenses of legal, insurance and other advisers) incurred by the Mandated Lead
Arrangers, the Lenders and the Agent in respect of the arrangement and syndication
of the Facility and the negotiation, preparation, issue, printing, execution and
registration of this Agreement and the other Transaction Documents and any other
documents required in connection with the implementation of this Agreement.15.2
    
    Enforcement expensesThe Borrower shall reimburse the Finance Parties on demand of the Agent on a full
indemnity basis for all charges and expenses (including value added tax or any
similar tax thereon and including the fees and expenses of legal advisers) incurred
by the Finance Parties in connection with the enforcement of, or the preservation of
any rights under, this Agreement and the other Security Documents.15.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Finance Parties on demand of the Agent
against any and all stamp, registration and similar Taxes which may be payable in
any jurisdiction in connection with the entry into, performance and enforcement of
this Agreement or any of the other Security Documents.
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16
    
    Waivers, Remedies Cumulative
 16.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Agent or any of
the Lenders any right or remedy under any of the Security Documents shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof, or the exercise of any other right
or remedy. No waiver by the Agent or any of the Lenders shall be effective unless
it is in writing.16.2
    
    Remedies cumulativeThe rights and remedies of the Agent, and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.16.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.16.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents provided however that none of the Agent or any of the Lenders
shall be entitled to terminate or treat this Agreement or any of the other Security
Documents as having been repudiated otherwise than in circumstances which constitute
an Event of Default.
 17
    
    CounterpartsThis Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.18
    
    Changes to the Lenders
 18.1
    
    Assignments and transfers by the LendersSubject to this Clause 18, a Lender (the Existing Lender) may:
 18.1.1
    
    assign any of its rights under the Security Documents; or18.1.2
    
    transfer by novation any of its rights and obligations under the Security
Documents,
 New Lender PROVIDED
THAT PROVIDED THAT
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18.2
    
    Conditions of assignment or transfer
 18.2.1
    
    The consent of the Agent and the Borrower is required for an assignment or
transfer by a Lender, unless the assignment or transfer is to another Lender or
an Affiliate of a Lender. The said consent of the Borrower may not be
unreasonably withheld or delayed and shall not be required if an Event of
Default or a Possible Event of Default has occurred and is continuing.18.2.2
    
    An assignment will only be effective on:
 (a)
    
    receipt by the Agent of written confirmation
from the New Lender (in form and substance satisfactory to the Agent)
that the New Lender will assume the same obligations to the Agent and
the other Lenders as it would have been under if it was an Original
Lender; and(b)
    
    performance by the Agent of all know your
customer or other checks relating to any person that it is required to
carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing
Lender and the New Lender.
 18.2.3
    
    A transfer will only be effective if the procedure set out in Clause 18.5 is
complied with.18.2.4
    
    If:
 (a)
    
    a Lender assigns or transfers any of its rights
or obligations under the Security Documents or changes its Lending
Branch; and(b)
    
    as a result of circumstances existing at the
date the assignment, transfer or change occurs, the Borrower would be
obliged to make a payment to the New Lender or Lender acting through
its new Lending Branch under Clause 7,
  59




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18.3
    
    Assignment or transfer feeThe Existing Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of three thousand Dollars
(USD3,000).18.4
    
    Limitation of responsibility of Existing Lenders
 18.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy
or enforceability of the Security Documents or any other documents;(b)
    
    the financial condition of the Borrower;(c)
    
    the performance and observance by any Obligor
of its obligations under the Security Documents or any other documents;
or(d)
    
    the accuracy of any statements (whether written
or oral) made in or in connection with any Security Document or any
other document,
  18.4.2
    
    Each New Lender confirms to the Existing Lender, the Agent and the other
Lenders that it:
 (a)
    
    has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its
participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender in connection with
any Security Document; and(b)
    
    will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Security
Documents or any Commitment is in force.
 18.4.3
    
    Nothing in any Security Document obliges an Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under this Clause
18; or(b)
    
    support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any
Obligor of its obligations under the Security Documents or otherwise.
 18.5
    
    Procedure for transfer
 18.5.1
    
    Subject to the conditions set out in Clause 18.2, a transfer is effected in
accordance with Clause 18.5.3 when the Agent executes an otherwise
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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 each of the Borrower and the
Existing Lender shall be released from further obligations towards one
another under the Security Documents and their respective rights
against one another shall be cancelled (being the Discharged Rights
and Obligations);(b)
    
    each of the Borrower and the New Lender shall
assume obligations towards one another and/or acquire rights against
one another which differ from the Discharged Rights and Obligations
only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;(c)
    
    the Agent, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Agent
and the Existing Lender shall each be released from further obligations
to each other under this Agreement; and(d)
    
    the New Lender shall become a party as a
Lender.
 18.6
    
    Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.18.7
    
    Disclosure of informationAny Lender may disclose to any of its Affiliates and any other person:
 18.7.1
    
    to (or through) whom that Lender assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this
Agreement;
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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,
  18.8
    
    Borrowers co-operationThe Borrower shall co-operate fully with the Lender in relation to any assignment or
transfer proposed by the Lender and shall execute, or procure the execution of, any
documents which the Lender may require.
 19
    
    Changes to the BorrowerThe Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Security Documents.20
    
    Reference Banks and Agent
 20.1
    
    Reference 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 3.9 or any other relevant provision hereof;20.1.3
    
    a Reference Bank transfers the whole of its rights and obligations (if any)
as a Lender under this Agreement; or20.1.4
    
    where applicable, any Reference Bank ceases to provide quotations to the
Agent for the purposes of determining LIBOR,
  20.2
    
    Decision making
 20.2.1
    
    Save as expressly provided in Clause 20.2.2 or as otherwise expressly
provided herein, any proposed course of action in connection with any matter
requiring the consent of the Lenders under or in connection howsoever with this
Agreement shall only be taken with the consent of all the Lenders including,
but without limitation to the generality of the foregoing:
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(a)
    
    the release of the Borrower from any of its
obligations hereunder provided that the Agent may agree with the
Borrower the terms and conditions upon which a condition precedent that
is not material, in the opinion of the Agent, may be deemed to be a
condition subsequent;(b)
    
    the amendment of any of the provisions of this
Agreement;(c)
    
    any time or other indulgence to be granted to
the Borrower in respect of its obligations under this Agreement.
 20.2.2
    
    Proposals in connection with the following matters shall, in the absence of
agreement thereon by all of the Lenders or as otherwise provided in this
Agreement, be determined by the Majority Lenders:
 (a)
    
    the making of any declaration by the Agent
under Clause 12.2;(b)
    
    the institution of any legal proceedings for
the enforcement of any rights or powers whatsoever pursuant to the
terms of this Agreement;(c)
    
    any course of action whatsoever from time to
time (other than the making of a demand for payment hereunder) whether
of a legal or commercial nature or otherwise howsoever for the purpose
of achieving a full or partial recovery of any principal, interest or
other amount due and payable by the Borrower hereunder or otherwise in
connection therewith following the making of a declaration by the Agent
under Clause 12.2;(d)
    
    any other matter in respect of which this
Agreement expressly provides that the consent of the Majority Lenders
shall be required.
 20.2.3
    
    Any determination of the Lenders shall be ascertained by the Agent either:
 (a)
    
    by means of a telefax sent by the Agent to each
of the Lenders in identical terms on the proposal or matter in issue;
or(b)
    
    by means of the vote of representatives of each
Lender at a meeting convened by the Agent and held for the purpose of
discussing (inter alia) such proposal or matter in issue.
  (i)
    
    where a decision of the Lenders is sought by
the Agent by means of a telefax sent in accordance with paragraph (a)
above and PROVIDED THATthe Agent verifies forthwith by telephone with
each relevant Lender that it has received such telefax in good order,
then the Agent may in its telefax:
 (1)
    
    recommend a proposed course of
action to be taken by the Lenders; and
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(2)
    
    specify a time limit (of not
less than three (3) Business Days) within which the Lenders are
required to respond to the Agents recommendation
  (ii)
    
    where the approval of the Majority Lenders is
required in respect of any matter, the approval shall be deemed to have
been given as soon as the Agent receives the requisite number of votes
in favour of the proposal so that the Agent may act on the basis of
such votes without having to wait for the response of (or to give any
notification to) any other Lender who has yet to reply to the Agent.
 20.3
    
    The Agent
 20.3.1
    
    Each of the Lenders hereby appoints the Agent to act as its agent under this
Agreement and the Security Documents with such rights, powers and discretions
as are expressly delegated to the Agent hereunder and thereunder.20.3.2
    
    The Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the Borrower under this
Agreement (whether such notice or request is addressed to the Agent
alone or the Agent on behalf of the Lenders) and of any information
delivered to it pursuant to Clause 10.2 and of any other matters which
the Agent considers material;(b)
    
    promptly deliver to the Lenders copies of any
accounts and certificates delivered to it pursuant to Clause 10.2 and,
as soon as reasonably practicable, copies of the documents delivered in
satisfaction of the requirements of Schedule 3;(c)
    
    promptly inform the Lenders in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Agent being under
any obligation to give prior notice to the Lenders of any such
exercise);(d)
    
    promptly notify the Lenders of the occurrence
of any Event of Default or any other default by the Borrower in the due
performance of or compliance with its material obligations under this
Agreement of which the Agent has actual knowledge or actual notice and
the occurrence of which the Agent has verified;(e)
    
    if directed by the Majority Lenders, exercise
(or refrain from exercising) any right, power or discretion vested in
it hereunder in accordance with the directions (subject to Clause
20.2.1) of the Majority Lenders provided, however, that it may refrain
from
 64




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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;(f)
    
    receive from the Borrower all payments of
principal, interest and other moneys expressed to be payable to the
Agent hereunder on behalf of all or any of the Lenders and shall
promptly distribute the same amongst the Lenders and itself in
accordance with the terms of this Agreement pending which the Agent
shall hold any and all such moneys on trust for the Lenders and itself;
and(g)
    
    enter into any amendment to any of the Security
Documents or grant any waiver of any obligation of any of the Obligors
under any of such Security Documents if so instructed by the Lenders.
 20.3.3
    
    The relationship between the Agent on the one part and each Lender on the
other is that of agent and principal and, except in relation to any moneys
referred to in Clause 20.3.2(f) and held by the Agent pending distribution
hereunder, the Agent shall not have a fiduciary relationship with or be, or be
deemed to be, a trustee of or for any such party.20.3.4
    
    In addition to the powers expressly given to the Agent by this Agreement:
 (a)
    
    the Lenders may give the Agent (generally or in
any particular case) any powers which the Lenders consider appropriate;
and(b)
    
    the Agent has power to take any other action
which it considers to be reasonably incidental or conducive to the
performance of its functions under this Agreement or otherwise
appropriate in the context of those functions, including the exercise
of any powers given to it by the Lenders.
 20.3.5
    
    The rights, powers and discretions vested in the Agent by this Agreement
shall only be exercised by the Agent in accordance with the instructions of the
Majority Lenders or (if so required in accordance with the provisions of Clause
20.2.1) the Lenders provided however that the Agent shall be entitled (but not
bound) to exercise or refrain from exercising any such right, power or
discretion without the directions of the Majority Lenders or the Lenders (as
the case may be) if the Agent believes that the immediate exercise of such
right, power or discretion is necessary or desirable to protect the interests
of the Lenders under or in respect of this Agreement.Where any right, power or discretion is vested in the Agent under this
Agreement but is expressed as being exercisable in accordance with the
directions of the Lenders or the Majority Lenders, such right, power or
discretion shall not be exercised by the Agent without the lawful directions
of the Lenders or the Majority Lenders (as the case may be).
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20.3.6
    
    Notwithstanding anything to the contrary expressed or implied herein, the
Agent shall not:
 (a)
    
    be bound to enquire as to the occurrence or
otherwise of any Event of Default or as to the performance by the
Borrower of its obligations under this Agreement;(b)
    
    be bound to disclose to any other person any
information relating to the Borrower if such disclosure would or might
in its opinion constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person;(c)
    
    have any responsibility to the Lenders or each
other for:
 (i)
    
    the financial position,
creditworthiness, affairs or prospects of the Borrower;(ii)
    
    the performance or
non-performance howsoever by the Borrower of any of its
obligations hereunder;(iii)
    
    the due execution,
effectiveness, genuineness, validity or enforceability of this
Agreement or any document relating hereto or any filing or
recording thereof or the taking of any other action whatsoever
and howsoever in connection therewith or the collectability of
any sum due hereunder;(iv)
    
    any computations and/or
information supplied to the Lenders by the Agent in reliance
upon which the Lenders have entered into this Agreement;
 (d)
    
    be under any liability whatsoever for any
consequence of relying on:
 (i)
    
    any written communication or
document believed by it to be genuine or correct and to have
been communicated or signed by the person by whom it is
purported to have been communicated or signed; or(ii)
    
    the advice or opinions of any
professional advisers selected by it;
 (e)
    
    be under any duty to account to any Lender or
the Agent for any sum received by it for its own account or the profit
element of any such sum; or(f)
    
    be under any obligation other than those for
which express provision is made herein.
 20.3.7
    
    The Agent may:
 (a)
    
    carry out its duties hereunder through such
officers, directors, employees, consultants or independent agents as it
may in its unfettered discretion think fit;
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(b)
    
    assume that no Event of Default has occurred
and that the Borrower is not in breach of its obligations under this
Agreement unless the Agent has actual knowledge or actual notice to the
contrary;(c)
    
    engage and pay for the advice or services of
any internal or external lawyers, accountants, surveyors or other
experts whose advice or services may to it seem necessary, expedient or
desirable and rely upon any advice so obtained;(d)
    
    rely as to any matters of fact which might
reasonably be expected to be within the knowledge of the Borrower upon
a certificate signed by or on behalf of the Borrower; and(e)
    
    rely upon any communication or document
believed by it to be genuine.
 20.3.8
    
    It is understood that each of the Lenders has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrower and, accordingly, each of the
Lenders warrants to the Agent that it has not relied and will not rely on the
Agent:
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Borrower in connection with this Agreement; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower.
 20.3.9
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent in the ordinary course of its business
and in accordance with its usual practices. In performing its duties and
functions hereunder, the Agent shall exercise the same care as it normally
exercises in making and administering loans for its own account, but assumes no
further responsibility in respect of such performance.20.3.10
    
    The Agent shall not be under any liability as a result of taking or omitting
to take any action in relation to this Agreement save in the case of gross
negligence or wilful misconduct and the Lenders will not assert or seek to
assert against any director, officer or employee of the Agent any claim they
might have against any of them in respect of the matters referred to in this
Clause 20.3.10.20.3.11
    
    The Agent (or any officer thereof) shall not be precluded by reason of so
acting from underwriting, guaranteeing the subscription of or subscribing for
or otherwise acquiring, holding or dealing with any debentures, shares or
securities whatsoever of the Borrower or from entering into any contract or
financial or other transaction with or from engaging in any banking or other
business with the Borrower and shall not be liable to
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account for any profit made or payment received by it thereby or in
connection therewith.
 20.4
    
    Retirement and replacement of the Agent
 20.4.1
    
    The Agent may retire at any time without assigning any reason by giving to
the Borrower, the Agent and the Lenders not less than thirty (30) days notice
of its intention to do so. Unless the Agent in its notice of retirement
nominates any of its associated companies to be its successor, the successor
Agent may be appointed by the Majority Lenders (with the prior written consent
of the Borrower, such consent not to be unreasonably withheld or delayed)
during such thirty (30) day period PROVIDED THAT, should they fail to do so,
the Agent may then appoint as its successor a reputable and experienced bank
with an office in London.20.4.2
    
    If any Lender is dissatisfied with the Agent and wants it to be replaced,
such Lender shall consult with the other relevant Lenders and the Borrower for
a period of up to thirty (30) days to decide whether the Agent should be
replaced and, if so, by whom (such replacement being one of the relevant
Lenders or an associated company thereof). If at the end of such period the
relevant Lenders unanimously agree that the Agent should be replaced by a
particular Lender or one of its associated companies, and if the Borrower
consents in writing to the identity of the proposed replacement (such consent
(a) not to be unreasonably withheld and (b) not to be required if an Event of
Default has occurred and is continuing), then notice shall be given by the
relevant Lenders to the Agent specifying the date, being not fewer than five
(5) Business Days after the date of such notice, on which the appointment of
the successor Agent is, subject to Clause 20.4.4, to take effect.20.4.3
    
    For the purposes of this Clause 20.4:
 (a)
    
    an associated company of the Agent and/or any
Lender shall mean any company which is a holding company of the Agent
and/or such Lender or a wholly-owned subsidiary of it or its parent
company; and(b)
    
    relevant Lenders means all of the Lenders
other than that Lender which acts as Agent or whose associated company
acts in such capacity.
 20.4.4
    
    Any appointment of a successor Agent under Clause 20.4.1 or Clause 20.4.2
shall take effect upon:
 (a)
    
    the successor confirming in writing its
agreement to be bound by the provisions of this Agreement; and(b)
    
    notice thereof by the Agent and its successor
(which notice, shall specify the banks to which payments to the new
Agent shall be made thereafter) being given to each of the other
parties to this Agreement.
 68




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##### 



20.4.5
    
    If a successor to the Agent is appointed under the provisions of this Clause
20.4:
 (a)
    
    the outgoing Agent shall be discharged from any
further obligation under this Agreement;(b)
    
    its successor and each of the other parties
hereto shall have the same rights and obligations amongst themselves as
they would have had if such successor had been a party hereto in place
of the outgoing Agent;(c)
    
    Clause 20 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent in relation to any claim or loss which may be brought
against or incurred by it in connection with or as a result of any act,
omission, breach, neglect or other occurrence or matter relating to or
arising out of this Agreement which took place before its resignation.
 21
    
    Notices
 21.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.21.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America (marked for the attention of Ms Bonnie Biumi
and the Legal Department (but one (1) copy shall suffice)). Any notice, demand or
other communication to be made or delivered by the Borrower to the Agent or the
Swingline Lender pursuant to this Agreement shall (unless the Agent or the Swingline
Lender has by fifteen (15) days written notice to the Borrower specified another
address) be made or delivered to the Agent or the Swingline Lender (as the case may
be) at its Lending Branch, the details of which are set out in Schedule 1.21.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is +1 305 436 4140 (marked for the attention
of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the Legal
Department) and in the case of the Agent or any Original Lender (including the
Swingline Lender) is as recorded in Schedule 1) specified by it from time to time
for the purpose and shall be deemed to have been received when transmission of such
telefax communication has been completed. Each such telefax communication, if made
to the Agent or any Lender (including the
 69




---



##### 



Swingline Lender) by the Borrower, shall be signed by the person or persons
authorised in writing by the Borrower and whose signature appears on the list of
specimen signatures contained in the secretarys certificate required to be
delivered by paragraph 2 of Part I of Schedule 3 and shall be expressed to be for
the attention of the department or officer whose name has been notified for the time
being for that purpose by the Agent or any Lender (including the Swingline Lender)
to the Borrower.21.4
    
    Electronic mailAny notice, demand or other communication other than a Drawdown Notice or a Renewal
Notice to be made or delivered pursuant to this Agreement may be made by electronic
mail or other electronic means, if the Agent, the Borrower and/or the Lender
(including the Swingline Lender):
 21.4.1
    
    agree that, unless and until notified to the contrary, this is to be an
accepted form of communication; and21.4.2
    
    notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by
that means; and21.4.3
    
    notify each other of any change to their electronic mail address or any other
such information supplied by them.
   (a)
    
    by the Agent to the Borrower or a Lender or by the Swingline
Lender to the Borrower or the Agent will be effective when it is sent by the
Agent or the Swingline Lender (as the case may be) unless the Agent or the
Swingline Lender (as the case may be) receives a message indicating failed
delivery and, if upon the senders express request, a confirmation of receipt
is requested, such confirmation has been sent; and(b)
    
    by the Borrower or a Lender (including the Swingline Lender) to
the Agent will be effective only when actually received by the Agent and then
only if it is addressed in such a manner as the Agent shall specify to that
party for this purpose.
  70




---



##### 



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 or any other Security Document shall be in the
English language or accompanied by a certified English translation. In the event of
any conflict between the translation and the original text the translation shall
prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type.
 22
    
    Governing LawThis Agreement shall be governed by English law.23
    
    Waiver of ImmunityTo the extent that the Borrower may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process in relation to this Agreement or the other Security
Documents and to the extent that in any such jurisdiction there may be attributed to itself
or its assets such immunity (whether or not claimed) the Borrower hereby irrevocably and
unconditionally agrees throughout the Security Period not to claim and hereby irrevocably
waives such immunity to the full extent permitted by the laws of such jurisdiction. In
respect of any legal action or proceedings arising out of or in connection with any of the
Security Documents the Borrower hereby consents generally as a matter of procedure in
relation to the waiver of immunity (but not so as to prejudice any defence which the
Borrower may have on the merits of the substantive issue) to the giving of any relief or the
issue of any process in connection with such legal action or proceedings including without
limitation, the making, enforcement or execution against any property whatsoever
(irrespective of its uses or intended uses) of any order or judgment which may be made or
given in such legal action or proceedings.24
    
    Jurisdiction
 24.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 24.1 is for the benefit of the Lenders and the Agent only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.
 71




---



##### 



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.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
    
    
    )
    PA Turnerby PA
Turner
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of:
    
    
    )
 72




---



##### 



SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )DnB NOR BANK ASA
    
    
    
    
    )as a
Mandated Lead Arranger, an Original Lender,
    
    
    
    
    )the Swingline Leader and the Agent
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )CITIBANK
N.A.
    
    
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )COMMERZBANK
AKTIENGESELLSCHAFT
    
    
    
    
    )Hamburg
Branch, Global Shipping
    
    
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )KRW
    
    
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )
 73




---



##### 



SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )NORDDEUTSCHE
LANDESBANK GIROZENTRALE
    
    
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )SIGNED
SEALED and DELIVERED as a DEED
    
    
    
    
    )
    
    
    Theodora Kokotaby Theodora Kokota
    
    
    
    
    )for and on hehalf of
    
    
    
    
    )NORDEA
BANK NORGE ASA
    
    
    
    
    )as a Mandated Lead Arranger and an Original Lender
    
    
    
    
    )in the presence of:
    
    Carolyn Hamilton Stephenson Hardwood
    
    
    )One St. Pauls Church Yard
    
    
    )London EC4M 8SH solicitors
    
    
    )
 74




---



##### 



Schedule 1
 Particulars of Agent, Mandated Lead Arrangers
and Original Lenders
 Name and Address
 Agent
 DnB NOR BANK ASA
 Fax:
    
    +47 22 482894Attn:
    
    Mrs Solveig Nuland Knoff
 Mandated Lead Arrangers
 Name and Address
 DnB NOR BANK ASA
 
 Fax:
    
    +47 22 482020Attn:
    
    Mr Jon FlovikEmail:
    
    jon.flovik@dnbnor.no
 CITIBANK N.A.
 Fax:
    
    +1 646 291 5051Attn:
    
    Mr Philip ZieglerEmail:
    
    philip.ziegler@citigroup.com
 COMMERZBANK AKTIENGESELLSCHAFT
 Fax:
    
    +49 40 3683 4068 / 2049Attn:
    
    Mr Stefan Kuch / Mr Siegfried HoffmannEmail:
    
    stefan.kuch@commerzbank.com /siegfried.hoffmann@commerzbank.com
 75




---



##### 



Name and
Address
 KfW
 Fax:
    
    +49 69 7431 3768/4110Attn:
    
    Mr Josef Schmid / Ms Clare DooleyEmail:
    
    josef.schmid@kfw.de /clare.dooley@kfw.de
 NORDDEUTSCHE LANDESBANK GIROZENTRALE
 Fax:
    
    +49 511 361 4785Attn:
    
    Mr Thomas Schramme / Mr Alexander VietsEmail:
    
    shipping@nordlb.de
 NORDEA BANK NORGE ASA
 Fax:
    
    +47 22 484278Attn:
    
    Mr Arne BerglundEmail:
    
    arne.berglund@nordea.com
 76




---



##### 



Lenders (including the Swingline Lender)
 Name and Address
    
    Commitment to
    
    Commitment toRevolving Credit
    
    Swingline FacilityFacility as a
    
    as a ProportionProportionFor all matters:DnB NOR BANK ASA
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]Stranden 21NO-0021 OsloNorwayFax:
    
    +47 22 482020Attn:
    
    Mr Jon FlovikEmail:
    
    jon.flovik@dnbnor.noFor all matters relating to the Swingline Facility:DnB NOR BANK ASA
    
    
    
    [**] [Confidential Treatment]New York Branch200 Park Avenue31st FloorNew York, NY 10166-0396United States of AmericaFax:
    
    +1 212 681 4123Attn:
    
    Ms Helene Vales / Ms Fay MurrayEmail:
    
    helene.vales@dnbnor.no /fay.murray@dnbnor.no1CITIBANK N.A.
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]399 Park Ave 16th FLSNew York, NY 10043United States of AmericaFax:
    
    +1 212 994 0847Attn:
    
    Mr Askia Abdul-QadirEmail:
    
    askia.m1.abdulquadir@citigroup.com
 
 1
    
    See Clause 21.4 in respect of Drawdown Notices 77




---



##### 



Name and Address
    
    Commitment to
    
    Commitment toRevolving Credit
    
    Swingline FacilityFacility as a
    
    as a ProportionProportionCOMMERZBANK AKTIENGESELLSCHAFT
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]Hamburg BranchGlobal ShippingNess 7-920457 HamburgGermanyFax:
    
    +49 40 3683 4068 / 2049Attn:
    
    Mr Stefan Kuch / Mr Siegfried HoffmannEmail:
    
    stefan.kuch@commerzbank.com /siegfried.hoffmann@commerzbank.comKfW
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]Palmengartenstrasse 5-960325 Frankfurt am MainGermanyFax:
    
    +49 69 7431 3768/4110Attn:
    
    Mr Josef Schmid / Ms Clare DooleyEmail:
    
    josef.schmid@kfw.de /clare.dooley@kfw.deNORDDEUTSCHE LANDESBANK
 GIROZENTRALE
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]Friedrichswall 1030159 HannoverGermanyFax:
    
    +49 511 361 4785Attn:
    
    Mr Thomas Schramme / Mr Alexander VietsEmail:
    
    shipping@nordlb.deNORDEA BANK NORGE ASA
    
    [**] [Confidential Treatment]
    
    [**] [Confidential Treatment]Middelthuns gate 17OsloP O Box 1166 SentrumNO-0107 OsloNorwayFax:
    
    +47 22 484278Attn:
    
    Mr Arne BerglundEmail:
    
    arne.berglund@nordea.com
 78




---



##### 



Schedule 2
 Notice of Drawdown
  FROM:
    
    NCL CORPORATION LTD.Milner House18 Parliament StreetHamilton HM 12BermudaTO:
    
    [DnB NOR BANK ASAStranden 21NO-0021 OsloNorway][DnB NOR BANK ASANew York Branch200 Park Avenue31st FloorNew York, NY 10166-0396United States of America]
   FACILITY AGREEMENT DATED
    
    DECEMBER 2006 (THE FACILITY AGREEMENT)
       (i)
    
    all of the representations and warranties contained in Clause 9 of the Facility Agreement
remain true and correct;
 (ii)
    
    no Possible Event of Default or Event of Default has occurred nor will occur with the giving
of this notice;
 79




---



##### 



(iii)
    
    the Interest Period shall be of [one (1) months][three (3)][six (6)] [months] [one (1)
Business Days][two (2)][three (3)][four (4)][five (5)] [Business Days] duration;
 (iv)
    
    the Drawing will be applied [in refinancing all existing indebtedness related to the
Vessels][for general corporate and working capital purposes of the Borrower and its
Subsidiaries][for general short term corporate purposes of the Borrower but not the repayment
or prepayment of another Swingline Facility Drawing]; [and]
 (v)
    
    [upon application of the Drawing hereby requested to be advanced in the manner hereinbefore
appearing all sums owing to the existing financiers of the Vessels shall have been fully and
finally repaid].
 NCL CORPORATION LTD.
 
 80




---



##### 



Schedule 3
 Conditions Precedent
   A On signing hereof
 Borrower
 1
    
    Certified Copies of any consents required from any ministry, governmental, financial or other
authority for the execution of and performance by the Borrower of its obligations under this
Agreement and each of the Security Documents or if no such consents are required a secretarys
certificate of the Borrower to this effect confirming that no such consents are required.2
    
    Notarially attested secretarys certificate for the Borrower:
 2.1
    
    attaching a copy of its Certificate of Incorporation and Memorandum of
Association and Bye-Laws evidencing power to:
 2.1.1
    
    enter into the transactions contemplated by this Agreement and
in the other Security Documents and to buy ships and enter into arrangements
for the chartering and management thereof; and2.1.2
    
    borrow money in the amount referred to in this Agreement and
as security therefor to mortgage or charge assets;
 2.2
    
    giving the names of the present officers and directors;2.3
    
    setting out specimen signatures of persons who would be authorised to sign
documents or otherwise perform its obligations under the Security Documents;2.4
    
    giving the legal and beneficial owners of its shares and the number of shares
held by each shareholder;2.5
    
    attaching copies of resolutions passed at a duly convened meeting of the
directors authorising the borrowing of the Facility and the execution of this Agreement
and such of the other Security Documents to which the Borrower is a party and the issue
of any power of attorney to execute the same; and2.6
    
    containing a declaration of solvency as at the date of the secretarys
certificate.
 3
    
    Where the secretarys certificate referred to in paragraph 2 of this Schedule 3 is dated more
than fifteen (15) days prior to the Signing Date, a bringdown certificate, which need not be
notarially attested if signed by the same person that signed the secretarys certificate
referred to in paragraph 2 of this Schedule 3.
 4
    
    The original power of attorney issued pursuant to the resolutions referred to in paragraph 2
above, notarially attested.
 81




---



##### 



5
    
    The Disclosure Letter duly executed.
 Other Obligors
 6
    
    Certified Copies of any consents required from any ministry, governmental, financial or other
authority for the execution of and performance by each of the other Obligors of its
obligations under the Security Documents to which it is a party or if no such consents are
required a secretarys certificate of that Obligor to this effect confirming that no such
consents are required.
 7
    
    Notarially attested secretarys certificate:
 7.1
    
    attaching a copy of its Certificate of Incorporation and Memorandum of
Association and Bye-Laws evidencing power to enter into the transactions contemplated
by this Agreement;7.2
    
    giving the names of the present officers and directors;7.3
    
    setting out specimen signatures of persons who would be authorised to sign
documents or otherwise perform its obligations under the Security Documents;7.4
    
    attaching copies of resolutions passed at a duly convened meeting of the
directors approving the granting and the execution of the documents whose execution is
contemplated hereby, insofar as they relate to it and the issue of any power of
attorney to execute the same; and7.5
    
    containing a declaration of solvency as at the date of the secretarys
certificate.
 8
    
    Where the secretarys certificate referred to in paragraph 7 of this Schedule 3 is dated more
than fifteen (15) days prior to the Signing Date, a bringdown certificate, which need not be
notarially attested if signed by the same person that signed the secretarys certificate
referred to in paragraph 7 of this Schedule 3.
 9
    
    The original powers of attorney issued pursuant to the resolutions referred to in paragraph
7.1 of this Schedule 3, notarially attested.
 General
 10
    
    Confirmation from the Process Agent that it will act for each of the Obligors as agent for
service of process in England.
 11
    
    Opinions from lawyers appointed by the Agent including English, Bermudan and Isle of Man
lawyers as to any of the foregoing matters or otherwise as the Lenders may require in the form
required by the Lenders.
 12
    
    A copy of:
 12.1
    
    the audited consolidated financial statements of the NCLC Group for the
financial year ending on 31 December 2005;12.2
    
    the unaudited consolidated financial statements of the NCLC Group for the
fiscal quarter ending on 30 September 2006; and
 82




---



##### 



12.3
    
    detailed projected consolidated financial statements of the NCLC Group for the
six (6) financial years commencing with the financial year ending on 31 December 2006,
which projections shall (a) reflect the forecasted consolidated financial condition of
the NCLC Group after giving effect to the Facility and the related financing thereof;
and (b) be prepared and approved by the chief financial officer of the NCLC Group.
 13
    
    Letter from the secretary of the Borrower to the Agent stating that the Borrower is and shall
remain, after the advance to it 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.14
    
    Copies of all Companies Acts forms for filing of charges in Bermuda.15
    
    Payment of all fees under Clause 14 and all expenses due under Clause 15.B.
    
    At least five (5) Business Days before the first Advance Date in respect of Tranche 116
    
    Drawdown notice duly executed by the Borrower in the form of Schedule 2.17
    
    Certified Copy of such documents as have been received by the Owners from the existing
financiers of the Vessels in evidence of the existing indebtedness in respect of the Vessels.18
    
    Financial projections of the NCLC Group for the twelve (12) month period commencing on the
first day of the financial quarter of the NCLC Group in which the first Advance Date falls
(including income statement, balance sheet and cash flow statement for the NCLC Group) and an
outline of the assumptions supporting such budget and financial projections and details of any
scheduled dry-docking of any of the vessels owned and/or operated by companies in the NCLC
Group during such period, demonstrating that the Borrower will be in compliance with the
financial undertakings contained in Clause 10.3 during such twelve (12) month period.C
    
    On the first Advance Date in respect of Tranche 119
    
    Such evidence as the Lenders may require that the Borrower has raised a minimum of two
hundred million Dollars (USD200,000,000) in paid up new equity since 30 November 2006, which
amount has not been released or repaid.20
    
    Such evidence as the Lenders may require that each of the Vessels is:
 20.1
    
    at least provisionally registered in the name of the relevant Owner under the
Bahamian flag with a certificate of registry free from all liens and encumbrances
except the relevant Mortgage and any other mortgage acceptable to the Lenders and the
subject of a Co-ordination Deed;20.2
    
    classified with the highest classification available free of all
recommendations and qualifications with Det Norske Veritas, save as disclosed to the
Agent;20.3
    
    insured in accordance with the terms of the Security Documents; and20.4
    
    managed by the Manager pursuant to the relevant Management Agreement.
 83




---



##### 



21
    
    In respect of each of the Vessels:
 21.1
    
    copies of valid trading and other certificates;21.2
    
    Certified Copy of the Management Agreement;21.3
    
    Mortgage duly executed and lodged for registration at the Bahamas Maritime
Authority in London;21.4
    
    Earnings Assignment duly executed;21.5
    
    Insurance Assignment duly executed;21.6
    
    Management Agreement Assignment duly executed;21.7
    
    Co-ordination Deed duly executed; and21.8
    
    Telefax confirmations from the insurance brokers for marine risks (hull and
machinery) and the managers of any protection and indemnity or war risks association
through whom any Insurances in respect of the Vessels have been placed that the
Insurances have been placed and upon receipt of notices of assignment of the Insurances
they will issue letters of undertaking in the form approved by the Lenders.
 22
    
    In respect of each of the Vessels, the first valuations referred to in Clause 10.17.1
providing evidence that the aggregate market value of the Vessels is not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment].23
    
    Guarantees duly executed by the Owners.24
    
    Charges duly executed in respect of the Owners.25
    
    Opinions from Bahamian lawyers appointed by the Agent as to due registration of the Vessels
and due registration of the Mortgages and from English, Bermudan and Isle of Man lawyers
appointed by the Agent as to any of the foregoing matters or otherwise as the Lenders may
require in the form required by the Lenders.26
    
    From the Agents insurance advisers, a report on the Insurances for each of the Vessels and a
certificate confirming that such Insurances are placed with such insurance companies and/or
underwriters and/or clubs, in such amounts, against such risks, and in such form, as should be
acceptable to the Lenders and conform with the provisions of the relevant Mortgage.27
    
    Where a secretarys certificate referred to in paragraph 2 or paragraph 7 of this Schedule 3
is dated more than ten (10) days prior to the first Advance Date, a bringdown certificate,
which need not be notarially attested if signed by the same person that signed the secretarys
certificate referred to in paragraph 2 or paragraph 7 (as the case may be) of this Schedule 3.28
    
    Certified Copy of the carrier initiative agreement(s) executed pursuant to the Mortgages.29
    
    Certified Copies of any current certificates of financial responsibility in respect of the
Vessels issued under OPA.
 84




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30
    
    Certified Copies of valid safety management certificates (or interim safety management
certificates) issued to the Vessels in respect of their management by the Manager pursuant to
the International Safety Management Code.31
    
    Certified Copies of a valid document of compliance (or an interim document of compliance)
issued to the Manager in respect of ships of the same type as the Vessels pursuant to the
International Safety Management Code.32
    
    Certified Copies of valid international ship security certificates issued to the Vessels in
accordance with the International Ship and Port Facility Security Code adopted by the
International Maritime Organisation.33
    
    Certified Copies of valid international air pollution prevention certificates issued to the
Vessels under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the
International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978
and 1997) (as the same may be amended from time to time).
 General
 34
    
    Copies of Companies Act forms for filing of charges in Bermuda and the Isle of Man.35
    
    Payment of all fees due under Clause 14 and all expenses due under Clause 15.D
    
    On the first Advance Date in respect of Tranche 236
    
    Such evidence as the Lenders may require that the Borrower has raised a further minimum of
two hundred million Dollars (USD200,000,000) in paid up new equity
and an aggregate of four hundred million Dollars (USD400,000,000) in paid up new equity since 30 November 2006, which
amount has not been released or repaid.
 85




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Schedule 4
 Confidentiality Undertaking
  TO:
    
    NCL CORPORATION LTD.Milner House18 Parliament StreetHamilton HM 12BermudaDnB NOR BANK ASAStranden 21NO-0021 OsloNorway
 NCL CORPORATION LTD.
UP TO USD610,000,000 FACILITY (THE FACILITY)
FORM OF CONFIDENTIALITY UNDERTAKING
 NCL BANK NAME Confidential Information
 1
    
    Except as otherwise provided herein, the Confidential Information will be kept confidential
and shall not, without NCLs prior written consent be disclosed by BANK NAME, or by its
directors, officers, affiliates, agents, representatives, advisors or employees (collectively,
its Representatives), in any manner whatsoever, in whole or in part, and shall not be used
by BANK NAME or its Representatives, other than for the purpose of evaluating the transaction
described above. Moreover, except as otherwise provided herein, BANK NAME agrees to reveal
the Confidential Information only to its Representatives who need to know the Confidential
Information for the purpose of the transaction described above, who are informed by BANK NAME
of the confidential nature of the Confidential Information and who shall agree to keep such
information confidential in accordance with BANK NAMEs customary practices with respect to
the handling of confidential information. BANK NAME shall be responsible for any breach of
this Agreement by its Representatives.
 2
    
    Except as otherwise provided herein, without NCLs prior written consent, BANK NAME and its
Representatives will not disclose to any person the fact that the Confidential
 86




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Information has been made available to BANK NAME, that discussions or negotiations are
taking place concerning a possible transaction relating to BANK NAME or any of the terms,
conditions or other facts with respect to any such possible transaction (including the
status thereof).
 3
    
    NCL may at any time terminate further access by BANK NAME or its Representatives to the
Confidential Information and BANK NAME agrees that the Confidential Information, except for
the portion of the Confidential Information which consists of analyses, compilations, studies
or other documents prepared by BANK NAME or its Representatives, will be returned to NCL or
destroyed, in each case, immediately upon our request, or in the event BANK NAME does not
proceed with the transaction that is the subject of this Agreement, including all copies,
whether electronic or otherwise, made of the Confidential Information, except that BANK NAME
may keep such copies of the Confidential Information as may be required by applicable legal
and regulatory requirements. No such termination will affect the obligations of BANK NAME or
its Representatives hereunder, all of which obligations shall continue until such time as this
Agreement terminates pursuant to paragraph 9 below.
 4
    
    Notwithstanding the foregoing, the term Confidential Information shall not include
information that (and the terms of this Agreement shall be inoperative as to such information)
(i) is or becomes generally available to the public through no breach of this Agreement by
BANK NAME or its Representatives, or (ii) is in BANK NAME or its Representatives possession
or becomes available to BANK NAME or its Representatives on a non-confidential basis from a
source other than NCL or any of its affiliates or agents, or (iii) is otherwise available to
the general public or generally known or available to the public or within the passenger
cruise industry or (iv) was or is independently developed by BANK NAME or its Representatives
through no breach of BANK NAMEs or its Representatives obligations hereunder.
 5
    
    BANK NAME understands that NCL has endeavoured to include in the Confidential Information
those materials which NCL believes to be reliable and relevant for the purpose of BANK NAME
evaluation, but BANK NAME acknowledges that neither NCL nor any of its affiliates nor any of
its or its agents, representatives or employees make any representation or warranty as to the
completeness of the Confidential Information. BANK NAME agrees that neither NCL nor any of
its affiliates nor any of its or its agents, representatives or employees shall have any
liability to BANK NAME or its Representatives resulting from the use or content of the
Confidential Information.
 6
    
    Notwithstanding anything herein to the contrary, it shall not be a breach of this Agreement
to disclose any Confidential Information, if such disclosure is (a) consented to in writing by
NCL, or (b) made to BANK NAMEs regulatory authorities or other governmental or regulatory
agencies or (c) required by law or applicable legal process, provided that, solely in the case
of this clause (c), BANK NAME shall (unless prohibited by court order, law or regulation) (i)
use reasonable efforts to give the earliest notice possible to NCL that such disclosure is or
may be required and (ii) take reasonable measures to cooperate in protecting the confidential
or proprietary nature of the Confidential Information which must so be disclosed.
 7
    
    Without the prior written consent of NCL, BANK NAME will not solicit any employee of NCL to
become employed by BANK NAME that, to the actual and personal
 87




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knowledge (and not constructive knowledge) of the BANK NAME officer, employee or
representative making such solicitation, has devoted a substantial amount of effort to the
underlying transaction contemplated hereby.
 8
    
    This Agreement may be amended, modified, superseded or waived only by a written instrument
which specifically states that it amends this Agreement executed and delivered by an
authorized officer for each entity to be bound by such amendment.
 9
    
    The term of this Agreement shall commence on the date set forth above and shall continue for
a period of two (2) years from such date, except when such Confidential Information is a trade
secret of NCL and is identified as such by NCL, in which case BANK NAMEs obligations to
protect such Confidential Information shall be perpetual and continuing.
 10
    
    It is further understood and agreed that no failure or delay by NCL in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege hereunder.
 11
    
    BANK NAME agrees that monetary damages would not be a sufficient remedy for any breach of
this Agreement by BANK NAME or its Representatives, and that in addition to all other
remedies, NCL shall be entitled to seek specific performance and injunctive or other equitable
relief as a remedy for any such breach.
 12
    
    This Agreement is made subject to and shall be construed under the laws of the State of
Florida, without giving effect to its principles or rules regarding conflicts of laws, and the
parties hereto agree that the state or federal courts situated in Miami-Dade County, Florida
shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or
the Confidential Information, with each party irrevocably consenting to the jurisdiction
thereof for any actions, suits or proceedings arising out of or relating to this Agreement or
the Confidential Information, and each party hereto irrevocably waives its rights to jury
trials with respect thereto.
 AGREED TO AND ACCEPTED BY   BANK NAME
 
  88




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Schedule 5
 Transfer Certificate
  TO:
    
    DnB NOR BANK ASA(the Agent) as agent on its own behalf and for and
on behalf of the Borrower, the Owners and the Lenders as each such
term is defined in the Facility Agreement referred to belowATTENTION:Mrs Solveig Nuland Knoff
  Transfer Certificate Facility Agreement Borrower Lenders
  Transferor full name lending branch
 Transferee full name lending branch
 1
    
    The Transferor with full title guarantee transfers to the Transferee absolutely in accordance
with Clause 18.1 of the Facility Agreement all rights and interests (present, future or
contingent) which the Transferor has as Lender under or by virtue of the Facility Agreement
and all the other Security Documents insofar as such rights and interests relate to that
portion of its [Commitment][Contribution] to the Facility in an amount of [                    ] Dollars (USD[               ]) out of its total
[Commitment][Contribution] which at the date hereof is [          ] Dollars (USD[               ]).
 2
    
    By virtue of this Transfer Certificate and Clause 18.5 of the Facility Agreement, the
Transferor is discharged entirely with effect from the Transfer Date from that portion of its
[Commitment][Contribution] to the Facility and its obligations relating thereto to the extent
of [                              ] Dollars (USD[                    ]) out of its total [Commitment][Contribution] at such date.
 3
    
    The Transferee hereby requests:
 3.1
    
    the Borrower, the Owners, the Agent and the Lenders to accept the executed
copies of this Transfer Certificate as being delivered pursuant to and for the purposes
of Clause 18.1 of the Facility Agreement; and
 89




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3.2
    
    the Agent to execute this Transfer Certificate on behalf of itself and the
other said parties pursuant to Clause 18.5 of the Facility Agreement so that this
Transfer Certificate will take effect in accordance with the terms thereof on [specify
date of transfer] [or] [the date on which the Agent receives a certificate signed by
[the Transferor] confirming that the following conditions have been fulfilled [specify
conditions to transfer].
 4
    
    The Transferee:
 4.1
    
    confirms that it has received a copy of the Facility Agreement and the other
Security Documents together with such other documents and information as it has
required in connection with the transaction contemplated thereby;4.2
    
    confirms that it has not relied and will not hereafter rely on the Transferor,
the Agent or the Lenders to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of the Facility Agreement or any
other of the Security Documents or any other documents or information;4.3
    
    agrees that it has not relied and will not rely on the Transferor, the Agent or
the Lenders to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower or any other
party to the Facility Agreement or any other of the Security Documents (save as
otherwise expressly provided therein);4.4
    
    warrants that it has power and authority to become a party to the Facility
Agreement and has taken all necessary action to authorise execution of this Transfer
Certificate and to obtain all necessary approvals and consents to the assumption of its
obligations under the Facility Agreement and the other Security Documents;4.5
    
    if not already a Lender, appoints the Agent to act as its agent as provided in
the Facility Agreement and the other Security Documents and agrees to be bound by the
terms of Clause 18.5 of the Facility Agreement and by all the terms of Clause 20 of the
Facility Agreement.
 5
    
    The Transferor:
 5.1
    
    warrants to the Transferee that it has full power to enter into this Transfer
Certificate and has taken all corporate action necessary to authorise it to do so;5.2
    
    warrants to the Transferee that this Transfer Certificate is binding on the
Transferor under the laws of England, the country in which the Transferor is
incorporated and the country in which its Lending Branch is located; and5.3
    
    agrees that it will, at its own expense, execute any documents which the
Transferee reasonably requests for perfecting in any relevant jurisdiction the
Transferees title under this Transfer Certificate or for any similar purpose.
 6
    
    The Transferee hereby undertakes to the Transferor and each of the other parties to the
Facility Agreement that it will perform in accordance with its terms all those obligations
which by the terms of the Facility Agreement will be assumed by it after the transfer
contemplated by this Transfer Certificate has taken effect.
 90




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7
    
    If a Transferor and a Transferee effect a transfer in accordance with Clause 3 of this
Transfer Certificate during an Interest Period, the Agent shall make all payments which would
have become due to the Transferor under the Facility Agreement during the relevant Interest
Period to the Transferor, as if no such transfer had been effected by the Transferor to the
Transferee, according to the percentages of the Transferors Contribution and/or Commitment
transferred and retained pursuant to Clauses 1 and 2 of this Transfer Certificate, and the
Transferor and the Transferee shall be responsible for paying to each other pro rata all
amounts (if any) due to them from each other for such Interest Period. On and from the
commencement of the immediately succeeding Interest Period, the Agent shall make all payments
due under the Facility Agreement for the account of the Transferor, to the Transferor, and
shall make all payments due under the Facility Agreement for the account of the Transferee, to
the Transferee. This provision is for administrative convenience only and shall not affect
the rights of the Transferor and the Transferee under the Facility Agreement.
 8
    
    None of the Transferor, the Agent or the Lenders:
 8.1
    
    makes any representation or warranty nor assumes any responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of the
Facility Agreement or any other of the Security Documents or any document relating
thereto;8.2
    
    assumes any responsibility for the financial condition of the Borrower or any
other party to the Facility Agreement or any other of the Security Documents or any
such other document or for the performance and observance by the Borrower or any other
party to the Facility Agreement or any other of the Security Documents or any such
other document (save as otherwise expressly provided therein) and any and all such
conditions and warranties, whether expressed or implied by law or otherwise, are hereby
excluded (except as aforesaid).
 9
    
    The Transferor and the Transferee each undertakes that it will on demand fully indemnify the
Agent in respect of any claim, proceeding, liability or expense which relates to or results
from this Transfer Certificate or any matter connected with or arising out of it unless caused
by the Agents or the Agents gross negligence or wilful misconduct, as the case may be.
 10
    
    The agreements and undertaking of the Transferee in this Transfer Certificate are given to
and for the benefit of and made with each of the other parties to the Facility Agreement.
 11
    
    This Transfer Certificate shall be governed by, and construed in accordance with, English
law.
 IN WITNESS
 91




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##### 



The TransferorSIGNEDby
    
    
    ))for and on behalf of
    
    
    )[          ]
    
    
    )in the presence of:
    
    
    )The TransfereeSIGNEDby
    
    
    ))for and on behalf of
    
    
    )[          ]
    
    
    )in the presence of:
    
    
    )The AgentSIGNEDby
    
    
    ))for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as agent for and on behalf
    
    
    )of itself as the Agent, the Borrower,
    
    
    )the Owners and the Lenders
    
    
    )in the presence of:
    
    
    )
 Note:
    
    The execution of this Transfer Certificate alone may not transfer a proportionate share of
the Transferors interest in the security constituted by the Security Documents in the
Transferors or Transferees jurisdiction. It is the responsibility of each individual Lender
to ascertain whether any other documents are required to perfect a transfer of such a share in
the Transferors interest in such security in any such jurisdiction, and, if so, to seek
appropriate advice and arrange for execution of the same.
 92




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Schedule
Administrative Details of Transferee
   
    
     93




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Schedule 6
 Quarterly Statement of Financial Covenants
 TO:
    
    DnB NOR BANK ASAStranden 21NO-0021 OsloNorwayAttn: Mr Jon Flovik
 Facility Agreement
 Borrower
 NCL CORPORATION LTD.
 By: [          ]Chief Financial OfficerDated:                     20[   ]
 94




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Schedule
 Statement of Financial Covenants as of [                ] 20[ ] (in USD000)
 Clause (ofFacility 
Agreement)
    
    
    
    as of []
    
    Required CovenantsA>[**] [Confidential Treatment](10.3.1)**10.3.1/
    
    
    
    
    
    A>[**] [Confidential Treatment]10.3.2(b)**
    
    Free Liquidity
    
    A
    
    (10.3.2(b))**10.3.2(a)
    
    Consolidated EBITDA:
    
    B
    
    >[**] [Confidential Treatment]Consolidated Debt Service
    
    C10.3.3
    
    Total Net Funded Debt:
    
    D
    
    <[**] [Confidential Treatment]Total Capitalisation
    
    EConsolidated EBITDAConsolidated Net Income
(loss)
    
    
    
    x(Deduct)/Add:
    
    (Gain)/Loss on sale of
assets or reserves
    
    
    
    xAdd:
    
    Consolidated Interest
Expense
    
    
    
    xAdd:
    
    Depreciation and
amortisation of assets
    
    
    
    xAdd:
    
    Impairment charges
    
    
    
    x(Deduct)/Add:
    
    Other non-cash charges (gains)
    
    
    
    xAdd:
    
    Deferred income tax expense
    
    
    
    xConsolidated EBITDA
    
    
    
    x
    
    BConsolidated Debt ServicePrincipal paid/payable (excluding
balloon payments, voluntary
prepayments/repayments on sale/total
loss of an NCLC Fleet
vessel)
    
    
    
    xAdd:
    
    Consolidated Interest Expense
    
    
    
    xDistributions
    
    
    
    xRent under capitalised leases
    
    
    
    xConsolidated Debt Service
    
    
    
    x
    
    CTotal Net Funded DebtIndebtedness for Borrowed Money
    
    
    
    xAdd:
    
    Guarantees of non-NCLC Group
members obligations
    
    
    
    xxDeduct:
    
    Cash Balance
    
    
    
    (x)Total Net Funded Debt
    
    
    
    (x)
    
    DTotal CapitalisationTotal Net Funded Debt
    
    
    
    xAdd:
    
    Consolidated stockholders equity
    
    
    
    xTotal Capitalisation
    
    
    
    x
    
    E
 95




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NCL CORPORATION LTD.
 
  NCL CORPORATION LTD.
  **
    
    Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement
 96