Exhibit 2.5





NCL CORPORATION LTD.

as Issuer

NORWEGIAN DAWN LIMITED

NORWEGIAN SUN LIMITED

NORWEGIAN SPIRIT, LTD.

NORWEGIAN STAR LIMITED

as Subsidiary Guarantors

11.75 % Senior Secured Notes due 2016





INDENTURE

Dated as of November 12, 2009





U.S. Bank
National Association,

as Trustee







---

TABLE OF CONTENTS



|                                                       |  |                                                   |  |     
|------------------------------------------------------ |  | ------------------------------------------------- |  | ----
|                                                       |  |                                                   |  | Page
|ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1
|                                                       |  |                                                  
|Section 1.01.                                          |  | Definitions                                       |  | 1   
|Section 1.02.                                          |  | Other Definitions                                 |  | 44  
|Section 1.03.                                          |  | Incorporation by Reference of Trust Indenture Act |  | 45  
|Section 1.04.                                          |  | Rules of Construction                             |  | 46  
|                                                      
|ARTICLE II THE NOTES 47                               
|                                                       |  |                                                  
|Section 2.01.                                          |  | Amount of Notes                                   |  | 47  
|Section 2.02.                                          |  | Form and Dating                                   |  | 48  
|Section 2.03.                                          |  | Execution and Authentication                      |  | 48  
|Section 2.04.                                          |  | Registrar and Paying Agent                        |  | 49  
|Section 2.05.                                          |  | Paying Agent to Hold Money in Trust               |  | 49  
|Section 2.06.                                          |  | Holder Lists                                      |  | 49  
|Section 2.07.                                          |  | Transfer and Exchange                             |  | 50  
|Section 2.08.                                          |  | Replacement Notes                                 |  | 50  
|Section 2.09.                                          |  | Outstanding Notes                                 |  | 51  
|Section 2.10.                                          |  | [Intentionally Omitted.]                          |  | 51  
|Section 2.11.                                          |  | Cancellation                                      |  | 51  
|Section 2.12.                                          |  | Defaulted Interest                                |  | 51  
|Section 2.13.                                          |  | CUSIP Numbers, ISINs, Etc                         |  | 52  
|Section 2.14.                                          |  | Calculation of Principal Amount of Notes          |  | 52  
|Section 2.15.                                          |  | [Intentionally Omitted.]                          |  | 52  
|                                                      
|ARTICLE III REDEMPTION 52                             
|                                                       |  |                                                  
|Section 3.01.                                          |  | Redemption                                        |  | 52  
|Section 3.02.                                          |  | Applicability of Article                          |  | 52  
|Section 3.03.                                          |  | Notices to Trustee                                |  | 52  
|Section 3.04.                                          |  | Selection of Notes to Be Redeemed                 |  | 53  
|Section 3.05.                                          |  | Notice of Optional Redemption                     |  | 53  
|Section 3.06.                                          |  | Effect of Notice of Redemption                    |  | 54  
|Section 3.07.                                          |  | Deposit of Redemption Price                       |  | 54  
|Section 3.08.                                          |  | Notes Redeemed in Part                            |  | 54  
|Section 3.09.                                          |  | Redemption for Changes in Withholding Taxes       |  | 54  
|                                                      
|ARTICLE IV COVENANTS 55                               
|                                                       |  |                                                  
|Section 4.01.                                          |  | Payment of Notes                                  |  | 55  
|Section 4.02.                                          |  | Reports and Other Information                     |  | 57  



i



---

TABLE OF CONTENTS

(contd)



|                                    |  |                                                                                                 |  |     
|----------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|                                    |  |                                                                                                 |  | Page
|Section 4.03.                       |  | Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock |  | 60  
|Section 4.04.                       |  | Limitation on Restricted Payments                                                               |  | 66  
|Section 4.05.                       |  | Dividend and Other Payment Restrictions Affecting Subsidiaries                                  |  | 71  
|Section 4.06.                       |  | Asset Sales                                                                                     |  | 73  
|Section 4.07.                       |  | Transactions with Affiliates                                                                    |  | 78  
|Section 4.08.                       |  | Change of Control                                                                               |  | 81  
|Section 4.09.                       |  | Compliance Certificate                                                                          |  | 83  
|Section 4.10.                       |  | Further Instruments and Acts                                                                    |  | 83  
|Section 4.11.                       |  | Future Subsidiary Guarantors                                                                    |  | 83  
|Section 4.12.                       |  | Liens                                                                                           |  | 84  
|Section 4.13.                       |  | Re-flagging of Vessels                                                                          |  | 84  
|Section 4.14.                       |  | Maintenance of Office or Agency                                                                 |  | 84  
|Section 4.15.                       |  | Amendment of Security Agreements                                                                |  | 85  
|Section 4.16.                       |  | Covenant Suspension                                                                             |  | 85  
|Section 4.17.                       |  | Maintenance of Insurance                                                                        |  | 86  
|                                   
|ARTICLE V SUCCESSOR COMPANY 86     
|                                    |  |                                                                                                
|Section 5.01.                       |  | When Issuer May Merge or Transfer Assets                                                        |  | 86  
|                                   
|ARTICLE VI DEFAULTS AND REMEDIES 88
|                                    |  |                                                                                                
|Section 6.01.                       |  | Events of Default                                                                               |  | 88  
|Section 6.02.                       |  | Acceleration                                                                                    |  | 90  
|Section 6.03.                       |  | Other Remedies                                                                                  |  | 91  
|Section 6.04.                       |  | Waiver of Past Defaults                                                                         |  | 91  
|Section 6.05.                       |  | Control by Majority                                                                             |  | 91  
|Section 6.06.                       |  | Limitation on Suits                                                                             |  | 92  
|Section 6.07.                       |  | Rights of the Holders to Receive Payment                                                        |  | 92  
|Section 6.08.                       |  | Collection Suit by Trustee                                                                      |  | 92  
|Section 6.09.                       |  | Trustee May File Proofs of Claim                                                                |  | 93  
|Section 6.10.                       |  | Priorities                                                                                      |  | 93  
|Section 6.11.                       |  | Undertaking for Costs                                                                           |  | 93  
|Section 6.12.                       |  | Waiver of Stay or Extension Laws                                                                |  | 94  
|                                   
|ARTICLE VII TRUSTEE 94             
|                                    |  |                                                                                                
|Section 7.01.                       |  | Duties of Trustee                                                                               |  | 94  
|Section 7.02.                       |  | Rights of Trustee                                                                               |  | 95  
|Section 7.03.                       |  | Individual Rights of Trustee                                                                    |  | 97  
|Section 7.04.                       |  | Trustees Disclaimer                                                                            |  | 97  



ii



---

TABLE OF CONTENTS

(contd)



|                                                    |  |                                                          |  |     
|--------------------------------------------------- |  | -------------------------------------------------------- |  | ----
|                                                    |  |                                                          |  | Page
|Section 7.05.                                       |  | Notice of Defaults                                       |  | 97  
|Section 7.06.                                       |  | Reports by Trustee to the Holders                        |  | 98  
|Section 7.07.                                       |  | Compensation and Indemnity                               |  | 98  
|Section 7.08.                                       |  | Replacement of Trustee                                   |  | 99  
|Section 7.09.                                       |  | Successor Trustee by Merger                              |  | 100 
|Section 7.10.                                       |  | Eligibility; Disqualification                            |  | 100 
|Section 7.11.                                       |  | Preferential Collection of Claims Against the Issuer     |  | 100 
|                                                   
|ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE 100
|                                                    |  |                                                         
|Section 8.01.                                       |  | Discharge of Liability on Notes; Defeasance              |  | 100 
|Section 8.02.                                       |  | Conditions to Defeasance                                 |  | 102 
|Section 8.03.                                       |  | Application of Trust Money                               |  | 103 
|Section 8.04.                                       |  | Repayment to Issuer                                      |  | 103 
|Section 8.05.                                       |  | Indemnity for U.S. Government Obligations                |  | 103 
|Section 8.06.                                       |  | Reinstatement                                            |  | 103 
|                                                   
|ARTICLE IX AMENDMENTS AND WAIVERS 104              
|                                                    |  |                                                         
|Section 9.01.                                       |  | Without Consent of the Holders                           |  | 104 
|Section 9.02.                                       |  | With Consent of the Holders                              |  | 105 
|Section 9.03.                                       |  | Compliance with Trust Indenture Act                      |  | 106 
|Section 9.04.                                       |  | Revocation and Effect of Consents and Waivers            |  | 106 
|Section 9.05.                                       |  | Notation on or Exchange of Notes                         |  | 107 
|Section 9.06.                                       |  | Trustee to Sign Amendments                               |  | 107 
|Section 9.07.                                       |  | Additional Voting Terms; Calculation of Principal Amount |  | 107 
|                                                   
|ARTICLE X RANKING OF NOTE LIENS 108                
|                                                    |  |                                                         
|Section 10.01.                                      |  | Relative Rights                                          |  | 108 
|                                                   
|ARTICLE XI COLLATERAL 109                          
|                                                    |  |                                                         
|Section 11.01.                                      |  | Security Documents                                       |  | 109 
|Section 11.02.                                      |  | Collateral Agent                                         |  | 109 
|Section 11.03.                                      |  | Authorization of Actions to Be Taken                     |  | 110 
|Section 11.04.                                      |  | Release of Collateral                                    |  | 111 
|Section 11.05.                                      |  | Filing, Recording and Opinions                           |  | 113 
|Section 11.06.                                      |  | [Intentionally omitted.]                                 |  | 114 
|Section 11.07.                                      |  | Powers Exercisable by Receiver or Trustee                |  | 114 



iii



---

TABLE OF CONTENTS

(contd)



|                               |  |                                                                   |  |     
|------------------------------ |  | ----------------------------------------------------------------- |  | ----
|                               |  |                                                                   |  | Page
|Section 11.08.                 |  | Release Upon Termination of the Issuers Obligations              |  | 114 
|Section 11.09.                 |  | Designations                                                      |  | 115 
|                              
|ARTICLE XII GUARANTEE 115     
|                               |  |                                                                  
|Section 12.01.                 |  | Guarantee                                                         |  | 115 
|Section 12.02.                 |  | Limitation on Liability                                           |  | 117 
|Section 12.03.                 |  | Successors and Assigns                                            |  | 118 
|Section 12.04.                 |  | No Waiver                                                         |  | 118 
|Section 12.05.                 |  | Modification                                                      |  | 118 
|Section 12.06.                 |  | Execution of Supplemental Indenture for Future Note Guarantors    |  | 119 
|Section 12.07.                 |  | Non-Impairment                                                    |  | 119 
|                              
|ARTICLE XIII MISCELLANEOUS 119
|                               |  |                                                                  
|Section 13.01.                 |  | Trust Indenture Act Controls                                      |  | 119 
|Section 13.02.                 |  | Notices                                                           |  | 119 
|Section 13.03.                 |  | Communication by the Holders with Other Holders                   |  | 120 
|Section 13.04.                 |  | Certificate and Opinion as to Conditions Precedent                |  | 120 
|Section 13.05.                 |  | Statements Required in Certificate or Opinion                     |  | 120 
|Section 13.06.                 |  | When Notes Disregarded                                            |  | 121 
|Section 13.07.                 |  | Rules by Trustee, Paying Agent and Registrar                      |  | 121 
|Section 13.08.                 |  | Legal Holidays                                                    |  | 121 
|Section 13.09.                 |  | GOVERNING LAW                                                     |  | 121 
|Section 13.10.                 |  | No Recourse Against Others                                        |  | 121 
|Section 13.11.                 |  | Successors                                                        |  | 121 
|Section 13.12.                 |  | Multiple Originals                                                |  | 121 
|Section 13.13.                 |  | Table of Contents; Headings                                       |  | 122 
|Section 13.14.                 |  | Indenture Controls                                                |  | 122 
|Section 13.15.                 |  | Severability                                                      |  | 122 
|Section 13.16.                 |  | Intercreditor Agreements                                          |  | 122 
|Section 13.17.                 |  | Agent for Service; Submission to Jurisdiction; Waiver of Immunity |  | 122 



iv



---

TABLE OF CONTENTS

(contd)



|              |  |   |  |                                                                           |  |             
|------------- |  | - |  | ------------------------------------------------------------------------- |  | ------------
|              |  |   |  |                                                                           |  | Page        
|Appendix A    |  |  |  | Provisions Relating to Initial Notes, Additional Notes and Exchange Notes |  | Appendix A-1
|              | 
|EXHIBIT INDEX |  |  
|              |  |   | 
|Exhibit A     |  |  |  | Form of Initial Note                                                      |  | A-1         
|Exhibit B     |  |  |  | Form of Exchange Note                                                     |  | B-1         
|Exhibit C     |  |  |  | Form of Transferee Letter of Representation                               |  | C-1         
|Exhibit D     |  |  |  | Form of Supplemental Indenture Related to Subsidiary Guarantors           |  | D-1         



v



---

CROSS-REFERENCE TABLE



|            |  |                    |  |           
|----------- |  | ------------------ |  | ----------
|TIA Section |  | IndentureSection  
|            |  |                   
|310         |  | (a)(1)             |  | 7.10      
|            |  | (a)(2)             |  | 7.10      
|            |  | (a)(3)             |  | N.A.      
|            |  | (a)(4)             |  | N.A.      
|            |  | (b)                |  | 7.08; 7.10
|            |  | (c)                |  | N.A.      
|311         |  | (a)                |  | 7.11      
|            |  | (b)                |  | 7.11      
|            |  | (c)                |  | N.A.      
|312         |  | (a)                |  | 2.06      
|            |  | (b)                |  | 13.03     
|            |  | (c)                |  | 13.03     
|313         |  | (a)                |  | 7.06      
|            |  | (b)(1)             |  | N.A.      
|            |  | (b)(2)             |  | 7.06      
|            |  | (c)                |  | 7.06      
|            |  | (d)                |  | 4.02; 4.09
|314         |  | (a)                |  | 4.02; 4.09
|            |  | (b)                |  | N.A.      
|            |  | (c)(1)             |  | 13.04     
|            |  | (c)(2)             |  | 13.04     
|            |  | (c)(3)             |  | N.A.      
|            |  | (d)                |  | N.A.      
|            |  | (e)                |  | 13.05     
|            |  | (f)                |  | 4.10      
|315         |  | (a)                |  | 7.01      
|            |  | (b)                |  | 7.05      
|            |  | (c)                |  | 7.01      
|            |  | (d)                |  | 7.01      
|            |  | (e)                |  | 6.11      
|316         |  | (a)(last sentence) |  | 13.06     
|            |  | (a)(1)(A)          |  | 6.05      
|            |  | (a)(1)(B)          |  | 6.04      
|            |  | (a)(2)             |  | N.A.      
|            |  | (b)                |  | 6.07      
|317         |  | (a)(1)             |  | 6.08      
|            |  | (a)(2)             |  | 6.09      
|            |  | (b)                |  | 2.05      
|318         |  | (a)                |  | 13.01     

N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.



vi



---

INDENTURE dated as of November 12, 2009 among NCL CORPORATION LTD., a company organized
under the laws of Bermuda (the Issuer), NORWEGIAN DAWN LIMITED, a company organized under the laws of the Isle of Man, NORWEGIAN SUN LIMITED, a company organized under the laws of Bermuda, NORWEGIAN SPIRIT, LTD., a company
organized under the laws of Bermuda, and NORWEGIAN STAR LIMITED, a company organized under the laws of the Isle of Man (collectively, the Subsidiary Guarantors) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the
Trustee).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable
benefit of the holders of (i) $450,000,000 aggregate principal amount of the Issuers 11.75% Senior Secured Notes due 2016 issued on the date hereof (the Initial Notes), and (ii) exchange notes issued in exchange
for the Initial Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act (the Exchange Notes) and (iii) Additional Notes issued from time to time as
either Initial Notes or Exchange Notes (together with the Initial Notes and any Exchange Notes, the Notes):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

Acquired Indebtedness means, with respect to any specified Person:

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

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

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

Additional Common Collateral First Priority Lien Obligations means any Common Collateral First Priority Lien Obligations that are Incurred after the Issue Date (other than Indebtedness
incurred under clause (i) of the definition of Credit Agreement) and secured by the Common Collateral on a first priority basis pursuant to the Security Documents.

Additional First Lien Secured Party means the holders of any Additional Common Collateral First Priority Lien Obligations, including the holders of the Notes, and any Authorized
Representative with respect thereto, including the Trustee.

Additional Notes means Notes issued under the
terms of this Indenture subsequent to the Issue Date.



1



---

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

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

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

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of
the Note at November 15, 2013 (such redemption price being set forth in Paragraph 6 of the Note) plus(ii) all required interest payments due on the Note through November 15, 2013 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus50 basis points; over

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

Appraised Value of any Mortgaged Vessel at
any time means the value of such Vessel on an individual charter free basis as set forth on an independent appraisal (conducted no more than 12 months prior to any determination of the Appraised Value) and relied upon by the Issuer in good faith.

Asset Sale means:

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

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

in each case other than:

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



2



---

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

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

(d) any disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have
an aggregate Fair Market Value (as determined in good faith by the Issuer) of less than $10 million;

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

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

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

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

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

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

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

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

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



3



---

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

(o) dispositions in connection with Permitted Liens;

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

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

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

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

(t) time charters and other similar arrangements.

Authorized Representative means (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured
Parties, the administrative agent under the Credit Agreement, (ii) in the case of the Notes Obligations or the holders of the Notes, the Trustee and (iii) in the case of any Series of Additional Common Collateral First Priority Lien
Obligations or Additional First Lien Secured Parties that become subject to the Intercreditor Agreement, the Authorized Representative named for such Series in the applicable joinder agreement.

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



4



---

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

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

Capital Stock means:

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

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

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

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

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

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



5



---

Cash Equivalents means:

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

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

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

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

(5) commercial paper issued by a corporation (other than an Affiliate of the Issuer)
rated at least A-1 or the equivalent thereof by Moodys or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

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

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

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

Change of Control means the
occurrence of either of the following:

(1) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or



6



---

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

Code means the Internal Revenue Code of 1986, as
amended.

Collateral means all property subject or purported to be subject, from time to time, to a Lien
under any Security Documents.

Collateral Agent means the First Lien Collateral Agent and any successor
thereto in such capacity.

Common Collateral means, at any time, Collateral in which the holders of two or
more Series of Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. If more than two Series of Common Collateral First Priority Lien Obligations are outstanding at any time and the
holders of less than all Series of Common Collateral First Priority Lien Obligations hold a valid and perfected security interest in any Collateral at such time then such Collateral shall constitute Common Collateral for those Series of Common
Collateral First Priority Lien Obligations that hold a valid security interest in such Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected security interest in such Collateral
at such time.

Common Collateral First Priority Lien Obligations means the Notes issued on the Issue Date
(or Exchange Notes) and all Indebtedness secured in accordance with the covenant described under Section 4.12 on Common Collateral on a pari passu basis with the Notes issued on the Issue Date or (Exchange Notes).

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

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

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



7



---

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

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

(4) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP.

Consolidated Leverage Ratio means, with respect to
any Person, at any date the ratio of (i) Indebtedness (other than Qualified Non-Recourse Debt) of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the
amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to
(ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its
Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to the event for which the calculation of the
Consolidated Leverage Ratio is made (the Consolidated Leverage Calculation Date), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as
if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers Certificate delivered to the Trustee to treat all or any portion of the commitment under any
Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

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



8



---

For purposes of this definition, whenever pro forma effect is to be given to any event, the
pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set
forth in an Officers Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies (x) reasonably expected to result from the applicable event and (y) that are expected to be realized
within 12 months from the date of the transaction giving rise to the calculation, and (2) all adjustments of the nature used in connection with the calculation of Adjusted EBITDA as set forth in footnote 11 to the Summary
Historical Consolidated Financial and Operating Data in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

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

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

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

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



9



---

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

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

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

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

(7) the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary or a Qualified Non-Recourse Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the
extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof (other than a Qualified Non-Recourse Subsidiary of such referent
Person) in respect of such period;

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

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



10



---

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

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

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

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

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

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

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

(17) to the extent
covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is
(a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days),
expenses with respect to liability or casualty events or business interruption shall be excluded.



11



---

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

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

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

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

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

(2) to advance or supply funds:

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

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

(3) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.



12



---

Credit Agreement means (i) the credit agreement entered into in
connection with the consummation of the Refinancing Transactions, among the Issuer, the Subsidiary Guarantors, the financial institutions named therein, and Nordea Bank Norge ASA, as Administrative Agent and First Lien Collateral Agent, as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture
extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or
indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be
included in the definition of Credit Agreement, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to
lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or
bank guarantees or bankers acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended,
restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

Credit
Agreement Agent has the meaning given to the term Administrative Agent in the Intercreditor Agreement.

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

Credit Agreement Obligations means the Obligations in respect of the Credit Agreement.

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

Credit Agreement Secured Parties means, collectively,
(i) the lenders under the Credit Agreement and (ii) the lenders under any Hedging Obligations secured by the Collateral.

Cumulative Credit means the sum of (without duplication):

(A) 50% of the Consolidated Net Income
of the Issuer for the period (taken as one accounting period), from June 30, 2009 to the end of the Issuers most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment
(or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus



13



---

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

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

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

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

(I) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted
Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments
(other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) of Section 4.04(b)),

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

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



14



---

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

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

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

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

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

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

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

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

in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer
outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed
to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employees termination, death or disability;
provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be
Disqualified Stock.



15



---

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

(1) Consolidated Taxes; plus

(2) Fixed Charges;
plus

(3) Consolidated Depreciation and Amortization Expense; plus

(4) Consolidated Non-cash Charges; plus

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

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

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

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

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



16



---

(10) Pre-Launch Expenses;

less, without duplication,

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

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

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

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

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

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

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

Excluded Collateral means (i) any cash collateral held by the Credit Agreement Secured
Parties to secure Obligations under the Credit Agreement in respect of letters of credit or bankers acceptances or secured Hedging Obligations and (ii) to the extent not included as collateral under the relevant other First Lien
Documents, any equity interests (including any shares of capital stock of any Subsidiary Guarantor or any other Subsidiary of the Issuer).

Exchange Offer Registration Statement means the registration statement filed with the SEC in connection with the Registered Exchange Offer.

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

(1) contributions to its common equity capital, and

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



17



---

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

Existing Senior Unsecured Notes means the Issuers 105/8% Senior Notes due 2014 issued under the Existing Notes Indenture.

Existing Notes Indenture means the indenture dated July 15, 2004, between
the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee with respect to $250 million 105/8% Senior Notes due 2014.

F3 Facility means the
662,905,320 Secured Loan Agreement dated September 22, 2007, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded,
refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or
indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

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

First Lien Collateral Agent shall mean Nordea Bank Norge ASA in its capacity as administrative agent and collateral agent
for the lenders and other secured parties under the Credit Agreement and the other First Lien Documents and in its capacity as collateral agent for the New First Lien Secured Parties, together with its successors and permitted assigns under the
Credit Agreement, this Indenture and the First Lien Documents exercising substantially the same rights and powers; and in each case provided that if such First Lien Collateral Agent is not Nordea Bank Norge ASA, such First Lien Collateral Agent
shall have become a party to the Intercreditor Agreement and the other applicable First Lien Security Documents.

First Lien Documents means the credit, guarantee and security documents governing the New Common Collateral First Priority Lien Obligations, including, without limitation, this Indenture and the First Lien Security
Documents.

First Lien Secured Parties means (a) the Credit Agreement Secured Parties, (b) the
New First Lien Secured Parties and (c) any Additional First Lien Secured Parties.

First Lien Security
Documents means the Security Documents and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing New Common Collateral First Priority Lien Obligations or under which rights or
remedies with respect to such Liens are governed, in each case to the extent relating to the Collateral securing the New Common Collateral First Priority Lien Obligations.



18



---

First Priority Liens means the Liens securing the Common Collateral First
Priority Lien Obligations of the Issuer in respect of the Notes and this Indenture and all present and future Liens securing other Common Collateral First Priority Lien Obligations.

First Priority Lien Obligations means (i) all Common Collateral First Priority Lien Obligations and (ii) all
Non-Collateral Priority Lien Obligations.

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

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



19



---

For purposes of this definition, whenever pro forma effect is to be given to any
event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith
determination of the Issuer as set forth in an Officers Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies (x) reasonably expected to result from the applicable event and
(y) that are expected to be realized within 12 months from the date of the transaction giving rise to the calculation, and (2) all adjustments of the nature used in connection with the calculation of Adjusted EBITDA as set
forth in footnote 11 to the Summary Historical Consolidated Financial and Operating Data in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

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

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

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

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

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

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



20



---

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

Hedging Obligations means, with respect to any Person, the obligations of such Person under:

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

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

holder or noteholder means the Person in whose name a Note is registered on the Registrars books.

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

Indebtedness means, with respect to any Person:

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

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



21



---

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

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of
borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; or (4) Obligations
under or in respect of Qualified Receivables Financing.

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

Indenture means this Indenture as amended or supplemented from time to time.

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

Intercreditor Agreement means the intercreditor agreement among Nordea Bank Norge ASA,
as agent under the Credit Agreement Documents and U.S. Bank National Association, as the trustee under this Indenture, and the other parties from time to time, dated as of November 12, 2009, as it may be amended, restated, supplemented or
otherwise modified from time to time in accordance with this Indenture.

Interest Payment Date has the
meaning set forth in Exhibit A and Exhibit B hereto.

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

Investment Grade Securities means:

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



22



---

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

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

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

Investments means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the
Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of Unrestricted Subsidiary and
Section 4.04:

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

(a) the Issuers Investment in such Subsidiary at the time of such redesignation less

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

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

Issue Date means the date on which the
Notes are originally issued.

Junior Lien Obligations means the Obligations with respect to other
Indebtedness permitted to be incurred under this Indenture, which is by its terms intended to be secured by the Common Collateral on a basis junior to Common Collateral First Priority Lien Obligations; provided such Lien is permitted to be
incurred under this Indenture.



23



---

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

Loan-to-Value Ratio means, at any
time, the ratio of (i) the then outstanding principal amount (including the full amount of any revolving commitments even if undrawn) of the Common Collateral First Priority Lien Obligations (other than Hedging Obligations junior in right of
payment to the Notes pursuant to the terms of the Intercreditor Agreement) at such time to (ii) the aggregate Appraised Value of all Mortgaged Vessels which have not been sold, transferred, lost or otherwise disposed plus the aggregate Fair
Market Value of any other Collateral, provided if the Fair Market Value of any item (or group of the same items) of any such other Collateral (other than all earnings and proceeds of insurance relating to the Mortgaged Vessels and the
Mortgaged Vessel Operations Agreements) shall exceed $100 million, an Officers Certificate shall be delivered to the Trustee certifying the basis of such valuation.

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

Moodys means Moodys Investors Service, Inc. or any successor to the rating agency business thereof.

Mortgaged Vessel means each of the NORWEGIAN SUN, the NORWEGIAN DAWN, the NORWEGIAN SPIRIT, the NORWEGIAN STAR and any additional Vessels added from time to time as Collateral and, in
each case, all appurtenances thereto.

Mortgaged Vessel Operations Agreements means the Management
Agreements (as such term is defined in the Credit Agreement).

NCLC Group Credit Facilities means the
624,000,000 Revolving Loan Facility Agreement dated as of October 7, 2005; the 258,000,000 Secured Loan Agreement dated April 4, 2003; the 40,000,000 Commercial Loan dated April 4, 2003; the $334,050,000 Secured Loan
Agreement dated April 20, 2004; the 308,130,000 Secured Loan Agreement dated April 20, 2004; and the F3 Facility, each as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the
original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any
portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the
maturity thereof.



24



---

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

Net Proceeds means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or
other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received,
but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such
Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result
thereof (including Permitted Tax Distributions and after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any)
and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i) or (b)(ii)) to be paid as a result of such transaction, all expenditures incurred to inspect, repair or modify a Vessel and bring such Vessel to the condition and
place of delivery in connection with the sale of such Vessel as may be specified in the related purchase and sale agreement or otherwise as the Board of Directors of the Issuer shall determine advisable in connection with such sale, and any
deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition
thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

New Common Collateral First Priority Lien Obligations means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Issuer or any Subsidiary Guarantor arising under this Indenture and any other First Lien Documents, whether or not direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer, any Subsidiary Guarantor or any Affiliate thereof of any proceeding in bankruptcy or insolvency law naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

New First Lien Secured Parties means, at any relevant time, the holders of New Common Collateral First Priority Lien Obligations at such time, including without limitation the Trustee and the holders of the Notes
(including the holders of any Additional Notes subsequently issued under and in compliance with the terms of this Indenture).



25



---

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

New Vessel Financing means any financing arrangement entered into by any New Vessel Subsidiary in connection with any
acquisition of one or more Vessels, which, for the avoidance of doubt, does not include the F3 Facility.

New Vessel
Secured Debt Cap means, in respect of a New Vessel Financing, 80% of the contract price for the acquisition and any other Ready for Sea Cost of the related Vessel (and 100% of any related export credit insurance premium), expressed in
euros or U.S. dollars, as the case may be.

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

Non-Collateral Priority Lien Obligations means
(i) all Bank Indebtedness secured by Permitted Liens (to the extent not secured by Collateral) and (ii) all other Obligations (to the extent not secured by Collateral) of the Issuer or any of its Restricted Subsidiaries in respect of
Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness specified in clause (i) above or an Affiliate of such holder at the time of entry into such Obligations in respect of cash
management services.

Notes Obligations means Obligations in respect of the Notes, the Subsidiary
Guarantees, this Indenture and the Security Documents, including, for the avoidance of doubt, Obligations in respect of the Exchange Notes and guarantees thereof.

NORWEGIAN DAWN means the Vessel NORWEGIAN DAWN, IMO number 9195169, as such name and IMO number is changed from time to time.

NORWEGIAN SPIRIT means the Vessel NORWEGIAN SPIRIT, IMO number 9141065, as such name and IMO number is changed from time
to time.

NORWEGIAN STAR means the Vessel NORWEGIAN STAR, IMO number 9195157, as such name and IMO number
is changed from time to time.

NORWEGIAN SUN means the Vessel NORWEGIAN SUN, IMO number 9218131, as such
name and IMO number is changed from time to time.

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



26



---

Offering Memorandum means the confidential offering memorandum, dated
November 4, 2009, relating to the issuance of the Initial Notes.

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

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

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

Pari Passu Indebtedness means:

(1) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and

(2) with respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari
passu in right of payment to such Subsidiary Guarantors Subsidiary Guarantee.

Permitted Holders
means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting
power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders
specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a
Permitted Holder Group), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other
group (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional
Permitted Holder.

Permitted Investments means:

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



27



---

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

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

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

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

(6) advances to
employees, taken together with all other advances made pursuant to this clause (6), not to exceed $10 million at any one time outstanding;

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

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

(9) any Investment by the Issuer or
any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (9) that are at that time
outstanding, not to exceed the greater of (x) $150 million and (y) 3% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a
Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person
continues to be a Restricted Subsidiary;

(10) [Reserved];



28



---

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

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

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

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

(15) guarantees issued in accordance with Section 4.03 and
Section 4.11, including, without limitation, any guarantee or other obligation issued or Incurred under the Credit Agreement in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with
respect to the issuance of, or payments in respect of drawings under, such letters of credit);

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

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

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

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

(20) additional Investments in joint ventures not to
exceed at any one time in the aggregate outstanding under this clause (20) $25 million; provided, however, that if any Investment pursuant to this clause (20) is made in any Person that is not a Restricted Subsidiary of the Issuer
at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been
made pursuant to this clause (20) for so long as such Person continues to be a Restricted Subsidiary;



29



---

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

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

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

Permitted Liens means,
with respect to any Person:

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

(2) Liens imposed by law, such as landlords, carriers,
warehousemens, mechanics, materialmens, repairmens, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in
good faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP; and with respect to the Vessels: (i) Liens fully covered
(in excess of customary deductibles) by valid policies of insurance, (ii) Liens for masters and crews wages on the current voyage, if not yet due and payable, (iii) Liens for trade debt incurred in the ordinary course of
business over a period not exceeding thirty (30) days and not by its terms overdue, and (iv) Liens for general average and salvage, including contract salvage, and provided that (x) Permitted Liens shall not include any Liens
described in clauses (i) through (iv) of this paragraph unless such Liens are subordinate to the Liens created under the applicable Vessel Mortgage, or constitute maritime liens that would in any event be entitled to priority over the
applicable Vessel Mortgage under applicable law;



30



---

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

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

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

(6) Liens on assets (other than
Collateral) of Issuer or a Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of such Restricted Subsidiary or the Issuer permitted to be Incurred pursuant to Section 4.03;

(7) Liens on Collateral securing Indebtedness Incurred under the Credit Agreement in an aggregate principal amount not to
exceed $750 million (less any permanent reduction of lending commitments under any Common Collateral First Priority Lien Obligations as a result of the application of the Net Proceeds of Asset Sales of Collateral in accordance with
Section 4.06(b)(i)(A); provided that, with respect to Liens permitted under this clause (7), the Notes and/or Subsidiary Guarantees are secured by Liens on the assets subject to such Liens on at least a pari passu basis, with the
priority and subject to intercreditor arrangements, in each case no less favorable to the holders of the Notes than as set forth in the Security Documents and the Intercreditor Agreement, as applicable, in existence on the Issue Date ;

(8) Liens on Collateral securing Hedging Obligations entered into with the lenders or their Affiliates under the Credit
Agreement; provided that, with respect to Liens permitted under this clause (8), the Notes and/or Subsidiary Guarantees are secured by Liens on the assets subject to such Liens on at least a pari passu basis, with the priority and subject to
intercreditor arrangements, in each case no less favorable to the holders of the Notes than as set forth in the Security Documents and the Intercreditor Agreement, as applicable, in existence on the Issue Date;

(9) Liens securing the Notes issued on the Issue Date (or Exchange Notes) and Notes Obligations in respect thereof;



31



---

(10) Liens on Collateral securing Common Collateral First Priority Lien
Obligations in an aggregate principal amount not to exceed the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to the Incurrence of such Indebtedness and the application of
proceeds therefrom on such date, would not cause the Loan-to-Value Ratio to exceed 75%; provided that, with respect to Liens permitted under this clause (10), the Notes and/or Subsidiary Guarantees are secured by Liens on the assets subject
to such Liens on at least a pari passu basis, with the priority and subject to the intercreditor arrangements, in each case no less favorable to the holders of the Notes than as set forth in the Security Documents and the Intercreditor Agreement, as
applicable, in existence on the Issue Date;

(11) Liens (not on Collateral) securing Indebtedness permitted to
be Incurred pursuant to clause (iii) of Section 4.03(b); provided that such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby
and any proceeds or products thereof;

(12) Liens existing on the Issue Date (other than Liens in favor of the
lenders under the Credit Agreement);

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

(14) Liens on assets or property other than Collateral at the time the Issuer or a Restricted Subsidiary of the Issuer
acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred
in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(15) Liens (not on Collateral) securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or
another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 4.03;

(16) Liens (not on Collateral) securing Hedging Obligations not Incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such
Indebtedness;

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



32



---

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

(19) Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

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

(21) Liens on accounts receivable and related assets other than Collateral of the type specified in the definition of
Receivables Financing Incurred in connection with a Qualified Receivables Financing;

(22)
deposits made in the ordinary course of business to secure liability to insurance carriers;

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

(24) grants of software and other technology licenses in the
ordinary course of business;

(25) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11), (12), (13), (14), (15),
(16), (20) and (35), provided that:

(a) in the case of Liens to secure any refinancing, refunding,
extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7) and (10), (i) the
Notes and/or Subsidiary Guarantees are secured by Liens on the assets subject to such Liens on at least a pari passu basis, with the priority and subject to intercreditor arrangements, in each case no less favorable to the holders of the Notes than
as set forth in the Security Documents and the Intercreditor Agreement, as applicable, in existence on the Issue Date; and (ii) the Indebtedness secured by such Liens is not increased to any amount greater than the sum of (A) the
outstanding principal amount (or, if greater, committed amount (provided, in the case of Indebtedness incurred pursuant to clause (10), only to the extent such Indebtedness and a Lien on such committed amount could have been Incurred on the
date of initial Incurrence)) of the Indebtedness described under clauses (7) and (10) at the time the original Lien became a Permitted Lien under this Indenture and (B) an amount necessary to pay any fees and expenses, including
premiums, related to such refinancing, refunding, extension, renewal or replacement;



33



---

(b) in the case of Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (iii), (xi) and (xv) of Section 4.03(b),
(i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property) and (ii) the Indebtedness secured by such Liens is not increased to any amount greater than the sum
of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses at the time the original Lien became a Permitted Lien under this Indenture and (B) an amount necessary to pay any
fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(c) in the case of Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clause (9) that such new Lien secure the Notes Obligations (or exchange Notes Obligations);

provided, further, however that Liens on Collateral to secure any such refinancing, refunding, extension, renewal or replacement shall only be permitted to the extent that the Indebtedness being refinanced, refunded, extended,
renewed or replaced was secured by Collateral as permitted hereunder.

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

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

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

(29) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of
business;

(30) other Liens securing obligations Incurred in the ordinary course of business which obligations
do not exceed $25 million at any one time outstanding;

(31) any encumbrance or restriction (including put and
call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; provided that this clause (31) shall not apply to the Incurrence of Liens securing
Collateral if as of the date such Lien is Incurred and after giving effect to the encumbrance or restriction, the Loan-to-Value Ratio would exceed 75%;



34



---

(32) any amounts held by a trustee in the funds and accounts under an
indenture securing any revenue bonds issued for the benefit of the Issuer or any Restricted Subsidiary;

(33)
Liens arising by virtue of any statutory or common law provisions relating to bankers Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

(34) Liens in favor of any counterparty to a Mortgaged Vessel Operations Agreement (other than the Subsidiary
Guarantor that is the record owner of the related Mortgaged Vessel) arising in connection with such Mortgaged Vessel Operations Agreement;

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

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

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

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

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

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

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



35



---

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

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

Qualified
Non-Recourse Subsidiary means (1) a Restricted Subsidiary that is not a Subsidiary Guarantor and that is formed or created after the Issue Date in order to finance an acquisition, lease, construction, repair, replacement or
improvement of any property or equipment (directly or through one of its Subsidiaries) that secures Qualified Non-Recourse Debt and (2) any Restricted Subsidiary of a Qualified Non-Recourse Subsidiary.

Qualified Receivables Financing means any Receivables Financing of a Receivables Subsidiary that meets the following
conditions:

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

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

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

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

Rating Agency means (1) each of Moodys and S&P and (2) if Moodys or S&P ceases to rate the Notes for reasons outside of the Issuers control, a nationally recognized statistical
rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moodys or S&P, as the case may be.



36



---

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

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

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

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

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

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



37



---

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

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

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

Record Date has the
meaning specified in Exhibits A and B hereto.

Refinancing Documents means the Credit
Agreement, this Indenture, and any other document entered into in connection therewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date or thereafter.

Refinancing Transactions shall have the meaning ascribed to such term in the Offering Memorandum.

Reimbursement and Distribution Agreement means the Reimbursement and Distribution Agreement, dated August 17, 2007,
by and among NCL Investment Ltd., Star Cruises Limited and the Issuer, as amended, supplemented or modified from time to time.

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

Responsible Officer means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Persons knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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



38



---

Restricted Investment means an Investment other than a Permitted
Investment.

Restricted Subsidiary means, with respect to any Person, any Subsidiary of such Person other
than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

Reversion Date means the date on which one or both of the Rating Agencies withdraw their Investment Grade Rating or
downgrade the rating assigned to the Notes below an Investment Grade Rating.

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

Shareholders Agreement means the Shareholders Agreement, dated August 17, 2007, by and among NCL Investment Ltd., Star Cruises Limited and the Issuer, as amended,
supplemented or modified from time to time.

S&P means Standard & Poors Ratings Group or
any successor to the rating agency business thereof.

SEC means the Securities and Exchange Commission.

Secured Indebtedness means any Indebtedness secured by a Lien.

Secured Vessel Debt Cap means the U.S. dollar equivalent of the sum of (i) $2,550 million (less any permanent
reduction of lending commitments under any Common Collateral First Priority Lien Obligations as a result of the application of the Net Proceeds of Asset Sales of Collateral in accordance with Section 4.06(b)(i)(A)) and
(ii) 730 million and (iii) the New Vessel Aggregate Secured Debt Cap.

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

Security Documents means the security agreements, collateral assignments, mortgages and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified from time to time, creating the security interests in the Collateral as contemplated by this Indenture.



39



---

Series means (a) with respect to the First Lien Secured Parties,
each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the holders of the Notes and the Trustee, each in their capacity as such) and (iii) the Additional First Lien Secured Parties that become subject to
the Intercreditor Agreement after the Issue Date that are represented by a common Authorized Representative (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any Common Collateral First Priority
Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the Notes Obligations and (iii) the Additional Common Collateral First Priority Lien Obligations incurred pursuant to any applicable agreement, which pursuant to any
joinder agreement, are to be represented under the Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Additional Common Collateral First Priority Lien Obligations).

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

Similar Business means a business, the majority of whose revenues are derived from the activities of the Issuer and its Subsidiaries as of the Issue Date or any business or activity that is reasonably similar or
complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

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

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

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

Subordinated Indebtedness means (a) with respect to the Issuer, any
Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor which is by its terms subordinated in right of
payment to obligations in respect of the Notes.



40



---

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

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

Subsidiary Guarantors means any Restricted Subsidiary that Incurs a Subsidiary Guarantee; provided that upon the
release or discharge of such Subsidiary from its Subsidiary Guarantee in accordance with this Indenture, such Subsidiary ceases to be a Subsidiary Guarantor.

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

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

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

Transfer Restricted Notes means, each and collectively, the Transfer Restricted Definitive Notes and the Transfer
Restricted Global Notes.

Treasury Rate means, as of the applicable redemption date, the yield to maturity
as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days
prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to November 15, 2013; provided,
however, that if the period from such redemption date to November 15, 2013, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.



41



---

Trust Officer means:

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

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

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

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

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

Unrestricted Subsidiary means:

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

(2) any Subsidiary of an Unrestricted
Subsidiary;

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

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

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

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

(x) (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.03(a), or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to
such designation, in each case on a pro forma basis taking into account such designation, and



42



---

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

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

U.S. Government Obligations means securities that are:

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

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

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

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

Vessel means a passenger cruise vessel.

Vessel Mortgages means each first priority statutory ship mortgage granting a Lien on a Mortgaged Vessel substantially in
the form proscribed by statute for the NORWEGIAN SUN, the NORWEGIAN DAWN, the NORWEGIAN SPIRIT, the NORWEGIAN STAR and any additional vessel from time to time.

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



43



---

Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is
a Restricted Subsidiary.

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

SECTION 1.02. Other Definitions.



|                                     |  |                  
|------------------------------------ |  | -----------------
|Term                                 |  | Defined inSection
|                                     | 
|Additional Amount                  |  | 4.01(c)          
|Additional Interest                |  | Appendix A       
|Affiliate Transaction              |  | 4.07             
|Asset Sale Offer                   |  | 4.06(b)          
|Bankruptcy Law                     |  | 6.01             
|Change of Control Offer            |  | 4.08(b)          
|Collateral Asset Sale Offer        |  | 4.06(b)          
|Collateral Asset Sale Offer Period |  | 4.06(e)          
|Collateral Excess Proceeds         |  | 4.06(b)          
|covenant defeasance option         |  | 8.01(b)          
|Covenant Suspension Event          |  | 4.16             
|Custodian                          |  | 6.01             
|Definitive Note                    |  | Appendix A       
|Depository                         |  | Appendix A       
|Event of Default                   |  | 6.01             
|Excess Proceeds                    |  | 4.06(b)          
|Exchange Notes                     |  | Preamble         
|Global Notes                       |  | Appendix A       
|Global Notes Legend                |  | Appendix A       
|Guaranteed Obligations             |  | 12.01(a)         
|IAI                                |  | Appendix A       
|incorporated provision             |  | 13.01            
|Initial Notes                      |  | Preamble         
|Initial Purchasers                 |  | Appendix A       
|Issuer                             |  | Preamble         
|legal defeasance option            |  | 8.01(b)          
|Notes                              |  | Preamble         
|Notes Custodian                    |  | Appendix A       
|Notice of Default                  |  | 6.01             
|Offer Period                       |  | 4.06(d)          
|Paying Agent                       |  | 2.04(a)          
|protected purchaser                |  | 2.08             
|QIB                                |  | Appendix A       
|Refinancing Indebtedness           |  | 4.03(b)          



44



---

|                                       |  |                  
|-------------------------------------- |  | -----------------
|Term                                   |  | Defined inSection
|                                       | 
|Refunding Capital Stock              |  | 4.04(b)          
|Registered Exchange Offer            |  | Appendix A       
|Registrar                            |  | 2.04(a)          
|Registration Rights Agreement        |  | Appendix A       
|Regulation S                         |  | Appendix A       
|Regulation S Notes                   |  | Appendix A       
|Restricted Notes Legend              |  | Appendix A       
|Restricted Payment                   |  | 4.04(a)          
|Restricted Period                    |  | Appendix A       
|Retired Capital Stock                |  | 4.04(b)          
|Reversion Date                       |  | 4.16             
|Rule 501                             |  | Appendix A       
|Rule 144A                            |  | Appendix A       
|Rule 144A Notes                      |  | Appendix A       
|Second Commitment                    |  | 4.06(b)          
|Shelf Registration Statement         |  | Appendix A       
|Successor Issuer                     |  | 5.01(a)          
|Successor Subsidiary Guarantor       |  | 5.01(b)          
|Suspended Covenants                  |  | 4.16             
|Tax Jurisdiction                     |  | 4.01(c)          
|Taxes                                |  | 4.01(c)          
|Temporary Regulation S Legend        |  | Appendix A       
|Transfer Restricted Definitive Notes |  | Appendix A       
|Transfer Restricted Global Notes     |  | Appendix A       
|Unrestricted Definitive Notes        |  | Appendix A       
|Unrestricted Global Notes            |  | Appendix A       

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This
Indenture incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings:

Commission means the SEC.

indenture securities means the Notes and any Note
Guarantee.

indenture security holder means a holder.

indenture to be qualified means this Indenture.

indenture trustee or institutional trustee means the Trustee.

obligor on the indenture securities means the Issuer and each Guarantor and any other obligor on the Notes.



45



---

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

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

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

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

(c) or is not exclusive;

(d) including means including without limitation;

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

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

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

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

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

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

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



46



---

ARTICLE II

THE NOTES

SECTION 2.01. Amount of Notes. The
aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $450,000,000.

The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time
permitted by Section 4.03 and 4.12 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.06, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a
resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such
Additional Notes:

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

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

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

(4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of
Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B.

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

The Initial Notes, including any Additional Notes, may, at the Issuers option, be treated as a single class for all purposes under
this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.



47



---

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

SECTION 2.03.
Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal
amount of $450,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered
Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the
amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery
instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least
$2,000 and integral multiples of $1,000 in excess of $2,000.

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

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

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

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



48



---

SECTION 2.04. Registrar and Paying Agent.

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

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

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

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

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



49



---

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

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

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

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

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



50



---

Every replacement Note is an additional obligation of the Issuer.

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

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

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

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

SECTION 2.10. [Intentionally Omitted.]

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

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



51



---

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

SECTION 2.14. Calculation of Principal Amount of Notes. The aggregate principal amount of the
Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the holders of a specified percentage of the principal
amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by (b) the
aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation made
pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers Certificate.

SECTION 2.15. [Intentionally Omitted.]

ARTICLE III

REDEMPTION

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

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

SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to
the optional redemption provisions of Paragraph 6 of the Note, it shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to
Paragraph 6 of the Note, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers Certificate and Opinion of Counsel from the Issuer to the effect that such redemption will comply with the
conditions herein, as well as such notice required to be delivered under Section 3.05 below. If fewer than all the Notes are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee,
which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any holder and shall thereby be void and of no effect.



52



---

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

SECTION 3.05. Notice of Optional Redemption.

(a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 6 of the Note, the Issuer shall mail or cause
to be mailed by first-class mail a notice of redemption to each holder whose Notes are to be redeemed.

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

(i) the redemption date;

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

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

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

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

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

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



53



---

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

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

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

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

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

SECTION 3.09. Redemption for Changes in Withholding Taxes.

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60
days prior written notice to the holders, at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and all Additional Amounts, (if any), which
otherwise would be payable, if on the next date on which any amount would be payable in respect of the Notes, the Issuer would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable
measures available to it, as a result of:

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



54



---

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

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

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes.

(a) The Issuer shall promptly pay the principal of and interest on the Notes
on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. Eastern time money
sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture.

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



55



---

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



| | (1) | any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the holder or the beneficial owner of
the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding or disposition of such Note, the enforcement of rights under such Note or under a Subsidiary Guarantee and/or the receipt of any payments in
respect of such Note or a Subsidiary Guarantee);
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes, following the Issuers
written request to the holder, at least 30 days before any such withholding or deduction would be payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation
or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally entitled to provide such certification or documentation;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the
relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment;
| | --- | -----------------------------------------------------------------------------------------------



| | (5) | any Taxes payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Subsidiary Guarantee; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | any combination of the above clauses (1) through (5).
| | --- | -----------------------------------------------------



56



---

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

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

(f) The Issuer or the relevant Subsidiary Guarantor
will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the
relevant Subsidiary Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Subsidiary Guarantor will furnish to the Trustee (or
to a holder upon request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Subsidiary Guarantor, as the case may be, or if,
notwithstanding such entitys efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity.

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

SECTION 4.02. Reports and Other
Information.

(a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the
Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),



57



---

(i) within the time period specified in the SECs rules and regulations
for non-accelerated filers, annual reports on Form 20-F or Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),

(ii) within the time period specified in the SECs rules and regulations for non-accelerated filers, quarterly reports
on Form 6-K or Form 10-Q (or any successor or comparable form) containing the information required to be contained in a Form 10-Q (or required in such successor or comparable form; or in lieu thereof as otherwise substantially consistent with the
type of disclosure set forth in the Issuers quarterly report on Form 6-K filed on August 11, 2009), and

(iii) subject to clause (ii) above, any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event
the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such
information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or
Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum; provided further that the Issuer shall not be obligated to file or provide current reports on Form 8-K until
after such time as it has determined that it is no longer a foreign private issuer under the Securities Act, or such determination is otherwise made by the SEC.

Notwithstanding the foregoing, (i) the Issuer shall not be required to furnish any information, certificates or reports required by
Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement and (ii) the Issuers determination that it is a foreign private issuer (as such term is
defined in the Securities Act or the Exchange Act) shall be conclusive with respect to the determination of which Exchange Act form or forms of reports, information and documents are required to be provided pursuant to this covenant, until such time
as the Issuer or the SEC determines that the Issuer does not qualify as a foreign private issuer (as so defined) for purposes of providing such reports, information and documents.

(b) In the event that:

(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entitys level on a consolidated basis and such parent entity is
not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or

(ii) any direct or indirect parent of the Issuer is or becomes a Subsidiary Guarantor of the Notes,



58



---

consolidating reporting at the parent entitys level in a manner consistent with that described in this
Section 4.02 and furnishing financial information relating to such direct or indirect parent for the Issuer will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the
Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.

(c) The Issuer will
make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or
otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Issuer will be deemed to have
furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, the requirements of this Section 4.02
shall be deemed satisfied prior to the commencement of the exchange offers contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the
Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at
times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuers website (or that of any of its
parent companies).

The Issuer will also hold a quarterly conference call to discuss its financial results with holders of the
Notes, beginning with a discussion of the fiscal year ended December 31, 2009. The conference call will not be later than five business days from the date on which the Issuers financial information is filed or otherwise made available to
holders of the Notes in accordance with the Indenture. No fewer than two days prior to the conference call, the Issuer shall issue a press release to the appropriate wire services announcing the time, date and access details of such conference call.



59



---

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

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

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

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

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

(iii) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any
Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of
assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and
Preferred Stock then outstanding (including any Refinancing Indebtedness with respect thereto) and Incurred pursuant to this clause (iii), does not exceed $50 million at the time of Incurrence (it being understood that any Indebtedness Incurred
pursuant to this clause (iii) shall cease to be deemed Incurred or outstanding for purposes of this clause (iii) but shall be deemed Incurred for purposes of Section 4.03(a) and after the first date on which the Issuer, or the
Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (iii);

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



60



---

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

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

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

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

(ix) Hedging Obligations that are not Incurred for speculative purposes but (1) for the purpose of fixing
or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or
(3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales;



61



---

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

(xi) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate
principal amount or liquidation preference which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding (including any Refinancing Indebtedness with
respect thereto) and Incurred pursuant to this clause (xi), does not exceed $150 million at the time of Incurrence (it being understood that any Indebtedness Incurred pursuant to this clause (xi) shall cease to be deemed Incurred or outstanding
for purposes of this clause (xi) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under
Section 4.03(a) without reliance upon this clause (xi));

(xii) Indebtedness or Disqualified Stock of the
Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of any Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount or liquidation preference not greater than 100.0% of the net cash
proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date (other than from Excluded Contributions) from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the
Issuer (which proceeds are contributed to the Issuer or its Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received
from, the Issuer or any of its Subsidiaries) as determined in accordance with clauses (B) and (C) of the definition of Cumulative Credit to the extent such net cash proceeds or cash have not been applied pursuant to such
clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition
thereof);

(xiii) any guarantee by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness or
other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that
(i) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Subsidiary Guarantor with respect to such
Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantors Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Subsidiary Guarantee
of such Restricted Subsidiary, as applicable and (ii) if such guarantee is of Indebtedness of the Issuer, such guarantee is Incurred in accordance with, or not in contravention of Section 4.11 solely to the extent such Section is
applicable;



62



---

(xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of
Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Issuer which serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under
Section 4.03(a) and clauses (ii), (iii), (xi), (xii), (xiv) and (xv) of this Section 4.03(b) up to the outstanding principal amount (or, if applicable, the liquidation preference face amount, or the like) or, if greater,
committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence) of such Indebtedness or Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or
Disqualified Stock or Preferred Stock was issued pursuant to Section 4.03(a) or clauses (ii), (iii), (xi), (xii), (xiv) and (xv) of this Section 4.03(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so
refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), expenses, defeasance costs and fees in
connection therewith (subject to the following proviso, Refinancing Indebtedness) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

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

(2) to the extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the
Notes or the Subsidiary Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Notes or such Subsidiary Guarantee of such Restricted Subsidiary, as applicable, or (b) Disqualified Stock or
Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and

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

provided,
further, that subclause (1) of this clause (xiv) will not apply to any refunding or refinancing of any Secured Indebtedness constituting First Priority Lien Obligations and subclauses (1) and (2) of this clause
(xiv) will not apply to any refunding or refinancing of any of the Existing Senior Unsecured Notes;



63



---

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

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

(2) the Fixed Charge Coverage Ratio of the Issuer would be
greater than immediately prior to such acquisition or merger, consolidation or amalgamation;

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

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

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

(xix) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (1) the
financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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

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

(c) [Intentionally Omitted.]



64



---

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

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

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

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

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

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

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



65



---

SECTION 4.04. Limitation on Restricted Payments.

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

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

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

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

(iv) make any Restricted Investment

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

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

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

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



66



---

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

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

(ii) (A) the redemption,
repurchase, retirement or other acquisition of any Equity Interests (Retired Capital Stock) or Subordinated Indebtedness of the Issuer, any direct or indirect parent of the Issuer or any Subsidiary Guarantor in exchange for, or
out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity
Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions, Refunding Capital Stock),

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

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

(iii) the redemption,
repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or
a Subsidiary Guarantor which is Incurred in accordance with Section 4.03 so long as:

(A) the principal
amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plusany accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased,
defeased, acquired or retired for value (plusthe amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums,
plusany defeasance costs, fees and expenses Incurred in connection therewith),

(B) such Indebtedness
is subordinated to the Notes or the related Subsidiary Guarantee in respect of the Notes, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired
for value,



67



---

(C) such Indebtedness has a final scheduled maturity date equal to or later
than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Notes then outstanding, and

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal
on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date;

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the
Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed $10 million in any
calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20 million in any calendar year (which shall increase
to $40 million subsequent to the consummation of an underwritten public Equity Offering of common stock); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

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

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

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



68



---

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

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

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

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

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

(vii) Investments in Unrestricted Subsidiaries having an aggregate
Fair Market Value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed $35.0 million at the time of such Investment (with the
Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

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

(ix) Restricted Payments that are made with Excluded Contributions;



69



---

(x) other Restricted Payments in an aggregate amount not to exceed $100
million at the time made;

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

(xii)
Permitted Tax Distributions;

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

(A) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses (including franchise or
similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Issuer and general
corporate operating and overhead expenses of any direct or indirect parent of the Issuer in each case to the extent such fees and expenses are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries;

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

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

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

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

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

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



70



---

(xviii) payments or distributions to dissenting stockholders pursuant to
applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01;
provided that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such
Change of Control Offer have been repurchased, redeemed or acquired for value;

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

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

Notwithstanding the foregoing provisions of this Section 4.04, the Issuer will not, and will not permit any of its Restricted Subsidiaries to make any Restricted Payment by means of utilization of the cumulative Restricted Payment
credit provided by Section 4.04(a), or the exceptions provided by clauses (i), (vii) or (x) of Section 4.04(b) or clause (9) of the definition of Permitted Investments (but only for a Permitted
Investment in a Similar Business that is controlled by a Permitted Holder or an Affiliate of a Permitted Holder) if (x) at the time and after giving effect to such payment, the Consolidated Leverage Ratio of the Issuer would be greater
than 5.50 to 1.00 or (y) such payment is not otherwise in compliance with this covenant.

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

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

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



71



---

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

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

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

(2) this
Indenture, the Notes (and any Exchange Notes) or the Subsidiary Guarantees;

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

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

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

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

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

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

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

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



72



---

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

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

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

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

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

SECTION 4.06. Asset Sales.

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

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



73



---

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

(iii) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(iii) that is at that time outstanding,
not to exceed the greater of 5.0% of Total Assets and $300 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received
and without giving effect to subsequent changes in value),

shall be deemed to be Cash Equivalents for the purposes of this
Section 4.06(a); provided that clauses (i) and (iii) of Sections 4.06(a) above shall not apply to any Asset Sale if, after giving effect to such Asset Sale, the Loan-to-Value Ratio would exceed 75%.

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

(i) if the subject assets constitute Collateral,

(A) to repay
Indebtedness constituting Common Collateral First Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), provided that (x) to the extent
that the terms of Common Collateral First Priority Lien Obligations other than Notes Obligations, (as such agreements are in existence on the Issue Date or as such agreements are refinanced on similar or no more favorable terms with respect to
payments to the lenders or creditors with respect thereto with respect to any Asset Sale), require that such Common Collateral First Priority Lien Obligations are repaid with the Net Proceeds of Asset Sales prior to repayment of other Indebtedness,
the Issuer and its Restricted Subsidiaries shall be entitled to repay such other Common Collateral First Priority Lien Obligations prior to repaying the Notes Obligations; provided that, upon giving effect to such repayment pursuant to this
clause (x), the Loan-to-Value Ratio shall not exceed 75% and (y) subject to the foregoing clause (x), if the Issuer shall so reduce Common Collateral First Priority Lien Obligations, the Issuer will equally and ratably reduce Notes Obligations
in any manner set forth in clause (ii)(A)(iii) below to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plusaccrued and unpaid interest and Additional Interest, if any; or



74



---

(B) to make an Investment in any one or more businesses (provided
that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Subsidiary Guarantor), assets, or property or capital expenditures, in each case (a) used or useful in a
Similar Business or (b) that replace the properties and assets that are the subject of such Asset Sale; provided that the assets acquired are pledged as additional Collateral to the First Lien Collateral Agent on behalf of
the holders of Common Collateral First Priority Lien Obligations, and

(ii) if the subject assets do not
constitute Collateral,

(A) to repay (i) Indebtedness constituting First Priority Lien Obligations (and,
if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (ii) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor and/or Indebtedness of the Issuer that is
guaranteed by a Subsidiary that is not a Subsidiary Guarantor, or (iii), Notes Obligations as provided under the Notes pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above 100% of the
principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer or a Collateral Asset Sale Offer, as applicable); or

(B) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case (a) used or useful in a Similar Business or
(b) that replace the properties and assets that are the subject of such Asset Sale.

In the case of Sections
4.06(b)(i)(B) or 4.06(b)(ii)(B), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that in the event such binding commitment is later canceled or terminated for any
reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters into another binding commitment (a Second Commitment) within six months of such cancellation or termination of the prior binding
commitment; provided, further that the Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is
later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Collateral Excess Proceeds or Excess Proceeds, as applicable. Pending the final application of any such Net Proceeds, the
Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.



75



---

Any Net Proceeds from Asset Sales of Collateral that are not invested or applied as set
forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been
invested whether or not such offer is accepted) will be deemed to constitute Collateral Excess Proceeds. When the aggregate amount of Collateral Excess Proceeds exceeds $50 million, the Issuer shall make an offer to all Holders of
the Notes and, if required by the terms of any Common Collateral First Priority Lien Obligations to the holders of such Common Collateral First Priority Lien Obligations (a Collateral Asset Sale Offer), to purchase the maximum
aggregate principal amount of the Notes and such Common Collateral First Priority Lien Obligations is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Collateral Excess Proceeds at an offer
price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Common Collateral First Priority Lien Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued
and unpaid interest and Additional Interest, if any (or, in respect of such Common Collateral First Priority Lien Obligations, such lesser price, if any, as may be provided for by the terms of such Common Collateral First Priority Lien Obligations),
to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence a Collateral Asset Sale Offer with respect to Collateral Excess Proceeds within ten (10) Business Days
after the date that Collateral Excess Proceeds exceed $50 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

Any Net Proceeds from any Asset Sale of non-Collateral that are not invested or applied as provided and within the time period set forth in the first sentence of this Section 4.06(b) (it being
understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (ii) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to
constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $50 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an
Asset Sale Offer) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plusaccrued and
unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in
accordance with the procedures set forth in this Section 4.06. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $50 million by mailing the
notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee.

To the extent that the aggregate
amount of Notes and such other Common Collateral First Priority Lien Obligations tendered pursuant to a Collateral Asset Sale Offer is less than the Collateral Excess Proceeds, the Issuer may use any remaining Collateral Excess Proceeds for any
purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes or other Common Collateral First Priority Lien Obligations surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, the Trustee
shall select the Notes and such other Common Collateral First Priority Lien Obligations to be purchased in the manner described below. To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness) surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 4.06(f). Upon completion of any such Collateral Asset Sale Offer or Asset Sale Offer, the amount of
Collateral Excess Proceeds or Excess Proceeds, as the case may be, shall be reset at zero.



76



---

(c) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

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

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



77



---

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

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

SECTION
4.07. Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an Affiliate Transaction) involving aggregate consideration in excess of $10 million,
unless:

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

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $20 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officers Certificate certifying
that such Affiliate Transaction complies with clause (a) above.



78



---

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

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

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

(iii) (x) the entering into of any agreement (and any amendment or modification of any such agreement so long as, in the good
faith judgment of the Board of Directors of the Issuer, any such amendment is not disadvantageous to the holders when taken as a whole, as compared to such agreement as in effect on the Issue Date) to pay, and the payment of, management, consulting,
monitoring and advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the greater of (A) $5.0 million and (B) 1.0% of EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal
year, plusout-of-pocket expense reimbursement; provided, however, that any payment not made in any fiscal year may be carried forward and paid in the following two fiscal years and (y) the payment of the present value of all
amounts payable pursuant to any agreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement;

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

(v) payments by the Issuer or any of its Restricted
Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which
payments are (x) made pursuant to the agreements with the Sponsors described in the Offering Memorandum (as in effect on the Issue Date, or any amendment thereto that is not materially adverse as a whole to the Issuer) or (y) approved by a
majority of the Board of Directors of the Issuer in good faith;

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

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



79



---

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

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

(x) the execution of
the Refinancing Transactions, and the payment of all fees and expenses related to the Refinancing Transactions, including fees to the Sponsors, which are described in the Offering Memorandum or contemplated by the Refinancing Documents;

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

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

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

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



80



---

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

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

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

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

(xix) pledges of Equity Interests of Unrestricted Subsidiaries;

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

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

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

SECTION 4.08. Change of Control.

(a) Upon a Change of Control, each holder shall have the right to require the Issuer to repurchase all or any part of such holders
Notes at a purchase price in cash equal to 101% of the principal amount thereof, plusaccrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated
to purchase any Notes pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Notes in accordance with Article III of this Indenture. In the event that at the time of such Change of Control the terms of the
Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to the holders provided for in Section 4.08(b) but in any event within 30 days following any Change of
Control, the Issuer shall (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender and/or noteholder who has accepted
such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b).



81



---

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

(i) that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase such
holders Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plusaccrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of the holders of record on the
relevant Record Date to receive interest on the relevant Interest Payment Date);

(ii) the circumstances and
relevant facts and financial information regarding such Change of Control;

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

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

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

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

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

(f) Notwithstanding the
foregoing provisions of this Section, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

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



82



---

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

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

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

SECTION 4.09. Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending on
December 31, 2010, an Officers Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether or not the signer
knows of any Default that occurred during such period. If he or she does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with
Section 314(a)(4) of the TIA. Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officers Certificate delivered to it pursuant to this
Section 4.09, the Trustee shall have no duty to review, ascertain or confirm the Issuers compliance with or the breach of any representation, warranty or covenant made in this Indenture.

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

SECTION 4.11. Future Subsidiary Guarantors.

(a) The Issuer will cause each
Wholly Owned Restricted Subsidiary that guarantees or provides a pledge of, or grants a Lien on, its Common Collateral (other than Excluded Collateral) to secure any Indebtedness (other than Junior Lien Obligations) to execute and deliver to the
Trustee the Indenture, or a supplemental indenture pursuant to which such Subsidiary shall guarantee the payment of the Notes and a joinder to the Intercreditor Agreement; provided that such guarantee would not result in a deemed dividend to
the Issuer or any of its Subsidiaries pursuant to Section 956 of the Code. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the
Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



83



---

(b) Each Subsidiary Guarantee shall be released in accordance with Section 12.02.

SECTION 4.12. Liens. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
create, Incur, assume or suffer to exist any Lien (except Permitted Liens) that secures any Indebtedness on any asset or property of the Issuer or any Restricted Subsidiary, other than Liens securing Indebtedness that are junior in priority to the
Liens on such property or assets securing the Notes and the Subsidiary Guarantees. The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increase in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an Incurrence of Liens for purposes of this covenant.

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

SECTION 4.14. Maintenance of
Office or Agency.

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02.

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

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



84



---

SECTION 4.15. Amendment of Security Agreements. To the extent that any instrument or
deliverable under the First Lien Security Documents is required to be delivered and is not delivered on or prior to the Issue Date, the Issuer will use its commercially reasonable efforts to, and use its commercially reasonable efforts to cause the
Subsidiary Guarantors to deliver such instruments and deliverables within 30 days following the Issue Date.

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

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

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

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

During a Suspension Period, the Issuer shall not designate any of its Subsidiaries as an Unrestricted Subsidiary unless, upon giving effect
to such designation, the Loan-to-Value Ratio shall not exceed 75%.



85



---

SECTION 4.17. Maintenance of Insurance. The Issuer shall maintain, with financially
sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses
operating in the same or similar locations and cause the Issuer and the Subsidiary Guarantors to be listed as insured and the Collateral Agent to be listed as co-loss payee on property and property casualty policies and as an additional insured on
liability policies with respect to the Mortgaged Vessels. Copies of certification of the insurance policies and entries covering the Mortgaged Vessels shall be delivered to the Trustee on the Issue Date. Notwithstanding the foregoing, the Issuer and
the Subsidiary Guarantors may self-insure with respect to such risks with respect to which companies of established reputation in the same general line of business in the same general area usually self-insure.

ARTICLE V

SUCCESSOR COMPANY

SECTION 5.01. When Issuer May Merge or Transfer Assets.

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

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

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

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



86



---

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

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

(B) the Fixed Charge Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries would be greater than such ratio
for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(v) if the Issuer is not
the Successor Issuer, each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes shall apply to such Persons
obligations under this Indenture and the Notes; and

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

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

(b) Subject to the provisions of Section 11.04 (which govern the release of assets and property
securing the Notes and the Subsidiary Guarantees upon the sale or disposition of a Restricted Subsidiary of the Issuer that is a Subsidiary Guarantor), no Subsidiary Guarantor shall, and the Issuer shall not permit any Subsidiary Guarantor to,
consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets
in one or more related transactions to, any Person unless:

(i) either (A) such Subsidiary Guarantor is
the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been
made is a company, corporation, partnership, limited liability company or similar entity organized or existing under the laws of any Permitted Jurisdiction (such Subsidiary Guarantor or such Person, as the case may be, being herein called the
Successor Subsidiary Guarantor) and the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture, the Security Documents and
such Subsidiary Guarantors obligations in respect of the Notes pursuant to documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in
violation of Section 4.06; and



87



---

(ii) the Successor Subsidiary Guarantor (if other than such Subsidiary
Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply
with this Indenture.

Except as otherwise provided in this Indenture, the Successor Subsidiary Guarantor (if other than such
Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantors obligations in respect of the Notes, and such Subsidiary Guarantor will automatically be released and
discharged from its obligations under this Indenture and such Subsidiary Guarantors obligations in respect of the Notes. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate
incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted Jurisdiction or may convert into a corporation, partnership, limited liability company or similar entity organized or existing under the laws of any
Permitted Jurisdiction so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with another Subsidiary Guarantor or the Issuer.

In addition, notwithstanding the foregoing, any Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into,
or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to the Issuer or any Subsidiary Guarantor.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An Event of Default occurs with respect to Notes if:

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



88



---

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

(c) the failure by
the Issuer or any Restricted Subsidiary to comply for 60 days after notice with its other agreements contained in the Notes or this Indenture,

(d) the failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to
the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or
accelerated exceeds $25 million or its foreign currency equivalent,

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

(i) commences a voluntary case;

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

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

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

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

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

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

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

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

(g) failure by the Issuer or any Significant Subsidiary
(or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $25 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance
policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days,



89



---

(h) the Subsidiary Guarantee of a Significant Subsidiary (or any group of Subsidiaries that
together would constitute a Significant Subsidiary) with respect to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or any Subsidiary Guarantor that qualifies as a Significant Subsidiary (or any group of
Subsidiaries that together would constitute a Significant Subsidiary) denies or disaffirms its obligations under this Indenture or any Subsidiary Guarantee with respect to the Notes and such Default continues for 10 days,

(i) unless all of the Collateral has been released from the First Priority Liens in accordance with the provisions of Article XI, the First
Priority Liens on all or substantially all of the Collateral cease to be valid or enforceable and such Default continues for 30 days, or the Issuer shall assert or any Subsidiary Guarantor shall assert, in any pleading in any court of competent
jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Issuer, the Issuer fails to cause such Subsidiary to rescind such assertions within 30 days after the Issuer
has actual knowledge of such assertions, or

(j) the failure by the Issuer or any Subsidiary Guarantor to comply for 60 days
after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral taken as a whole.

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

The term Bankruptcy Law means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. The term Custodian means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

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

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) hereof with respect to the Issuer) occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable; provided,
however, that so long as any Credit Agreement Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative
under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or
(f) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain
circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.



90



---

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

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

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

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

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



91



---

SECTION 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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



92



---

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

SECTION 6.10. Priorities. Subject to the terms of the Intercreditor Agreement and the Security
Documents, any money or property collected by the Trustee pursuant to this Article VI and any other money or property distributable in respect of the Issuers or any Subsidiary Guarantors obligations under this Indenture after an Event of
Default shall be applied in the following order:

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

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

THIRD: to the Issuer or, to the extent the Trustee collects any amount for any Subsidiary Guarantor, to such Subsidiary
Guarantor.

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

Notwithstanding anything in this Section 6.10 or the Intercreditor Agreement to the contrary, with respect to payments allocated to the Initial Other First Lien Obligations pursuant to the
Intercreditor Agreement, the priority of payments of the Trustee and Note holders shall be the priority of payments set forth in this Section 6.10.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee,
a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys fees and expenses,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a
suit by holders of more than 10% in principal amount of the Notes.



93



---

SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Subsidiary
Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Issuer and the Subsidiary Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

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

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

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

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



94



---

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

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

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

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

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

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

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

SECTION 7.02. Rights of Trustee.

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

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

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

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

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



95



---

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

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

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

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

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

(k) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

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

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



96



---

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

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

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

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

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



97



---

SECTION 7.06. Reports by Trustee to the Holders. As promptly as practicable after
each November 15 beginning with November 15, 2010, and in any event prior to November 15 in each year, the Trustee shall mail to each holder a brief report dated as of such November 15 that complies with Section 313(a) of
the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA.

A copy of
each report at the time of its mailing to the holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange
and of any delisting thereof.

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

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



98



---

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

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

SECTION 7.08. Replacement of Trustee.

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

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

(ii) the Trustee is adjudged bankrupt or insolvent;

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

(iv) the Trustee otherwise becomes incapable of acting.

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

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

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

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



99



---

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

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

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

SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of
Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA,
subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA
any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion
set forth in Section 310(b)(1) of the TIA are met.

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

ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Discharge of
Liability on Notes; Defeasance.

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

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



100



---

(ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums
payable under this Indenture; and

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

(b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to the holders of the Notes) (legal
defeasance option) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13 and 4.15 and the operation of clause (iv) of Section 5.01(a) for the benefit of the holders of the Notes,
and Sections 6.01(c), 6.01(d) and Sections 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) and 6.01(j) (covenant defeasance option). The Issuer may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance
option or its covenant defeasance option, the obligations of each Subsidiary Guarantor with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations.

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

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



101



---

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

SECTION 8.02. Conditions to Defeasance.

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

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

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

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

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

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



102



---

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

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

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

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

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

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

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

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

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



103



---

ARTICLE IX

AMENDMENTS AND WAIVERS

SECTION 9.01. Without
Consent of the Holders.

(a) The Issuer and the Trustee may amend this Indenture, the Subsidiary Guarantees, the Notes, the
Security Documents or the Intercreditor Agreement without notice to or consent of any holder:

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

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

(iii) to provide for the assumption by a
Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and the Security Documents;

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

(v) to conform the text of this Indenture, the Subsidiary Guarantees, the Notes, the Security Documents or the Intercreditor Agreement to any provision of the Description of Notes in
the Offering Memorandum to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Notes, the Security Documents or the
Intercreditor Agreement;

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

(vii) to release Collateral as permitted by this Indenture or the
Intercreditor Agreement;

(viii) to add additional secured creditors holding Non-Collateral Priority Lien
Obligations, Common Collateral First Priority Lien Obligations or Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents;



104



---

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

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

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

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

(b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the holders a notice briefly
describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

SECTION 9.02. With Consent of the Holders.

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

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

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

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

(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article III,

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

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



105



---

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

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

(9) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the
application of proceeds of Collateral that would adversely affect the holders of the Notes, or

(10) except as
expressly provided by this Indenture, modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes.

In addition, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral
from the Lien of this Indenture and the Security Documents with respect to the Notes.

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

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

SECTION 9.03. Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers.

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



106



---

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

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

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

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



107



---

ARTICLE X

RANKING OF NOTE LIENS

SECTION 10.01. Relative
Rights. The Intercreditor Agreement defines the relative rights, as lienholders, of holders of Common Collateral First Priority Lien Obligations, holders of Liens securing Common Collateral First Priority Lien Obligations and holders of Liens
securing Junior Lien Obligations. Nothing in this Indenture or the Intercreditor Agreement will:

(a) impair,
as between the Issuer and holders of Notes, the obligation of the Issuer, which is absolute and unconditional, to pay principal of, premium and interest on Notes in accordance with their terms or to perform any other obligation of the Issuer or any
other obligor under this Indenture, the Notes, the Subsidiary Guarantee and the Security Documents;

(b)
restrict the right of any holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of the Intercreditor Agreement;

(c) prevent the Trustee, the Collateral Agent or any holder from exercising against the Issuer or any other obligor any of
its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Intercreditor Agreement); or

(d) restrict the right of the Trustee, the Collateral Agent or any holder:

(1) to file and prosecute a petition seeking an order for relief in an involuntary bankruptcy case as to any obligor or
otherwise to commence, or seek relief commencing, any insolvency or liquidation proceeding involuntarily against any obligor;

(2) to make, support or oppose any request for an order for dismissal, abstention or conversion in any insolvency or liquidation proceeding;

(3) to make, support or oppose, in any insolvency or liquidation proceeding, any request for an order extending or
terminating any period during which the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein;

(4) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the creditors)
in any insolvency or liquidation proceedings and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article X;

(5) to seek or object to the appointment of any professional person to serve in any capacity in any insolvency or liquidation
proceeding or to support or object to any request for compensation made by any professional person or others therein;



108



---

(6) to make, support or oppose any request for order appointing a trustee or
examiner in any insolvency or liquidation proceedings; or

(7) otherwise to make, support or oppose any request
for relief in any insolvency or liquidation proceeding that it is permitted by law to make, support or oppose:

if it were a holder of unsecured claims; or

(x) as to any matter relating to any plan of
reorganization or other

(y) restructuring or liquidation plan or as to any matter relating to the
administration of the estate or the disposition of the case or proceeding (in each case except as set forth in the Intercreditor Agreement).

ARTICLE XI

COLLATERAL

SECTION 11.01. Security Documents. The payment of the principal of and interest and premium, if any, on the Notes when due, whether
on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or any Subsidiary Guarantor pursuant to the Subsidiary Guarantee, the payment of all other Notes
Obligations and the performance of all other obligations of the Issuer and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents are secured as provided in the Security Documents which the
Issuer and the Subsidiary Guarantors have entered into and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuer shall, and shall cause each Subsidiary Guarantor to, and each Subsidiary
Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary
or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and its Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the
security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

SECTION 11.02. Collateral Agent. (a) The Collateral Agent shall have all the rights and protections provided in the First Lien Security Documents.

(b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers,
directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the
creation, perfection, priority, sufficiency or protection of any First Priority Lien, or any defect or deficiency as to any such matters.



109



---

(c) Subject to the First Lien Security Documents and the Intercreditor
Agreement, (i) the Trustee shall direct the Collateral Agent and (ii) except as directed by the Trustee as required or permitted by this Indenture and any other representatives or pursuant to the Security Documents, the holders acknowledge
that Collateral Agent will not be obligated:

(1) to act upon directions purported to be delivered to it by any
other Person;

(2) to foreclose upon or otherwise enforce any First Priority Lien; or

(3) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or
Collateral.

(d) The holders of Notes agree that the Collateral Agent shall be entitled to the rights,
privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in
each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder, including, without limitation, Section 4.01 of the Intercreditor Agreement.

(e) If the Issuer (i) Incurs Common Collateral First Priority Lien Obligations at any time when the
Intercreditor Agreement is not in effect or at any time when Indebtedness constituting Common Collateral First Priority Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) directs
the Trustee to deliver to the Collateral Agent an Officers Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement in effect on the
Issue Date) in favor of a designated agent or representative for the holders of the Common Collateral First Priority Lien Obligations so Incurred, the holders acknowledge that the Collateral Agent is hereby authorized and directed to enter into such
intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder.

SECTION 11.03. Authorization of Actions to Be Taken. (a) Each holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreement as originally in effect and as
amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and
empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver the Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the holders of Notes and other
holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder.



110



---

(b) The Trustee is authorized and empowered to receive for the benefit of
the holders of Notes any funds collected or distributed under the Security Documents to which the Trustee is a party and to make further distributions of such funds to the holders of Notes according to the provisions of this Indenture.

(c) Subject to the provisions of Section 7.01 and Section 7.02 hereof, and the Intercreditor Agreement and the
Security Documents, the Trustee may, in its sole discretion and without the consent of the holders, direct, on behalf of the holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to:

(1) foreclose upon or otherwise enforce any or all of the First Priority Liens;

(2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or

(3) collect and receive payment of any and all Obligations.

Subject to the Intercreditor Agreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to
institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by
any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or
protect its interests and the interests of the holders of Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule
or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of holders, the Trustee or the
Collateral Agent.

SECTION 11.04. Release of Collateral. (a) Collateral may be released from the Lien and security
interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Intercreditor Agreement or as provided hereby or in the Security Documents.
The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes and the Subsidiary Guarantees under any one or more of the following circumstances:

(1) the release of Excess Proceeds and Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a
Collateral Asset Sale Offer conducted in accordance with this Indenture;

(2) [Reserved];

(3) [Reserved];



111



---

(4) to enable the Issuer or any Subsidiary Guarantor to consummate the disposition (other
than any disposition to the Issuer or another Subsidiary Guarantor) of such property or assets to the extent not prohibited under Section 4.06, provided that, upon giving effect to such release, the Loan-to-Value Ratio shall not exceed
75%;

(5) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor
to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of Unrestricted Subsidiary, provided that, upon giving effect to such release, the Loan-to-Value Ratio shall not exceed 75%;

(6) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the security interest granted by such
Subsidiary Guarantor in such property or assets to secure the Obligations under the Credit Agreement other than in connection with a release or discharge by or as a result of payment in respect of the Credit Agreement, provided that, upon
giving effect to such release, the Loan-to-Value Ratio shall not exceed 75%; and

(7) as described under Article IX.

In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations shall
automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Subsidiary Guarantors, as of the date (i) upon all the
Obligations under the Notes and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; (ii) upon a legal defeasance or covenant defeasance or
discharge under Article VIII, or (iii) as a result of any foreclosure of any pledge or security interest securing Common Collateral First Priority Lien Obligations or the exercise of remedies in respect thereof.

In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to the
Issuer or any Subsidiary Guarantor, at the Issuers or such Subsidiary Guarantors expense, all documents that the Issuer or such Subsidiary Guarantor shall reasonably request to evidence such termination or release (including, without
limitation, UCC termination statements), and will duly assign and transfer to the Issuer or such Subsidiary Guarantor, such of the Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise
applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release
pursuant to this Section 11.04(a), the Issuer and Subsidiary Guarantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.

Upon the receipt of an Officers Certificate from the Issuer, as described in Section 11.04(b) below, if
applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement.



112



---

(b) Notwithstanding anything herein to the contrary, in connection with
(x) any release of Collateral pursuant to Section 11.04(a)(1), (5), (6) or (7) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of
Collateral pursuant to Section 11.04(a)(2), (3), and (4), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers Certificate
and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being
released have been delivered to the Collateral Agent on or prior to the date of such release or, in the case of clause (y) above, the date on which the Collateral Agent executes any such instrument.

(c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture
or the Security Documents will be effective as against the holders, except as otherwise provided in the Intercreditor Agreement.

(d) The Issuer must deliver an Officers Certificate to the Credit Agreement Agent and the Trustee within 30 calendar days following the end of each six-month period beginning on May 15 and
November 15 of each year, commencing on May 15, 2010, to the effect that all such releases and withdrawals during the preceding six-month period in the ordinary course of the Issuers or the Subsidiary Guarantors business were
not prohibited by this Indenture.

SECTION 11.05. Filing, Recording and Opinions. (a) The Issuer will comply with
the provisions of TIA Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action
letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the
Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30.

Any release of
Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers Certificate or Opinion of
Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.

(b) If any Collateral is released in accordance with this Indenture and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee
will determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request,
deliver a certificate to the Collateral Agent setting forth such determination.



113



---

(c) Any certificate or opinion required by Section 314(d) of the Trust Indenture Act
may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.

(d) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion
of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including
no action letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.

(e) Upon the request of the Trustee, the Trustee shall be entitled to rely on an Officers Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing transactions
contemplated by this Section 11.05.

SECTION 11.06. [Intentionally omitted.]

SECTION 11.07. Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee,
lawfully appointed, the powers conferred in this Article XI upon the Issuer or the Subsidiary Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed
by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or the Subsidiary Guarantors or of any officer or officers thereof required by the provisions of this Article XI; and if the Trustee or the Collateral
Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral Agent, as the case may be.

SECTION 11.08. Release Upon Termination of the Issuers Obligations. In the event (i) that the Issuer delivers to the
Trustee, in form and substance acceptable to it, an Officers Certificate and Opinion of Counsel certifying that all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in
full of the Issuers obligations under the Notes, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under
Article VIII, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the
Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall (or shall direct the Collateral Agent to) do or cause to be
done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.



114



---

SECTION 11.09. Designations. Except as provided in the next sentence, for purposes of
the provisions hereof and the Intercreditor Agreement requiring the Issuer to designate Indebtedness for the purposes of the terms Common Collateral First Priority Lien Obligations and other First Priority Lien Obligations or any other such
designations hereunder or under the Intercreditor Agreement, any such designation shall be sufficient if the relevant designation provides in writing that such Common Collateral First Priority Lien Obligations or other First Priority Lien
Obligations are permitted under this Indenture and is signed on behalf of the Issuer by an Officer and delivered to the Trustee, the Collateral Agent and the Credit Agreement Agent. For all purposes hereof and the Intercreditor Agreement, the Issuer
hereby designates the Obligations pursuant to the Credit Agreement as in effect on the Issue Date, as Common Collateral First Priority Lien Obligations.

ARTICLE XII

GUARANTEE

SECTION 12.01. Guarantee.

(a) To the extent applicable, each of the Subsidiary Guarantors hereby jointly and severally, irrevocably and unconditionally guarantees on a first-priority secured basis, and in the case of each of
(x) and (y) as a primary obligor and not merely as a surety, to each holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or
otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of
the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and
the Notes (all the foregoing being hereinafter collectively called the Guaranteed Obligations). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from any Subsidiary Guarantor, and that each Subsidiary Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation.

(b) To the extent applicable, each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of
the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (i) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any
extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of
any security held by any holder or the Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or
(vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary
Guarantors, such that such Subsidiary Guarantors obligations would be less than the full amount claimed.



115



---

(c) Each Guarantor hereby waives any right to which it may be entitled to have the assets of
the Issuer first be used and depleted as payment of the Issuers or such Subsidiary Guarantors obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby
waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Subsidiary Guarantor.

(d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(e) The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and future Pari Passu Indebtedness, senior in right of payment to all existing
and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture.

(f) Except as
expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce
any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity.

(g) Each Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed
Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any
Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.



116



---

(h) In furtherance of the foregoing and not in limitation of any other right which any
holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the holders and the Trustee.

(i)
Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary
Guarantor further agrees that, as between it, on the one hand, and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of
the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such
Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Section 12.01.

(j) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys fees and expenses)
Incurred by the Trustee or any holder in enforcing any rights under this Section 12.01.

(k) Upon request of the Trustee,
each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 12.02. Limitation on Liability.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed
the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

(b) Each Subsidiary Guarantee shall terminate and be of no further force or effect and the
Subsidiary Guarantor shall be deemed to be released from all obligations under this Article XII upon:

(i) the
sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or of
all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture; provided, however, that (i) such Subsidiary Guarantor is released
from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and (ii) upon giving effect to such release, the Loan-to-Value Ratio shall not exceed 75%;



117



---

(ii) the Issuers transfer of all or substantially all of its assets
to, or merger with, an entity that is not a Subsidiary of the Issuer in accordance with Section 5.01 and such transferee entity assumes the Issuers obligations under this Indenture;

(iii) the Issuers exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the
Issuers obligations under this Indenture are discharged in accordance with the terms of this Indenture;

(iv) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of Unrestricted Subsidiary, provided that, upon giving
effect to such release, the Loan-to-Value Ratio shall not exceed 75%; and

(v) in the case of any Restricted
Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of the Obligations under the Credit Agreement, provided that, upon
giving effect to such release, the Loan-to-Value Ratio shall not exceed 75%.

A Subsidiary Guarantee as to any Subsidiary
Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Common Collateral First Priority Lien Obligations or other exercise of
remedies in respect thereof.

Section 12.03. Successors and Assigns. This Article XII shall be binding upon each
Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment of rights by any holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 12.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right,
power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise.

Section 12.05. Modification. No modification, amendment or waiver of any provision of this Article XII, nor the consent to any
departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.



118



---

Section 12.06. Execution of Supplemental Indenture for Future Note Guarantors. Each
Subsidiary and other Person which is required to become a Subsidiary Guarantor of the Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to
which such Subsidiary or other Person shall become a Subsidiary Guarantor under this Article XII and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an
Opinion of Counsel and an Officers Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary
Guarantor is a valid and binding obligation of such guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Section 12.07. Non-Impairment. The failure to endorse a Subsidiary Guarantee on any Note shall not affect or impair the validity
thereof.

ARTICLE XIII

MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an incorporated provision) included in this Indenture by operation of, Sections 310 to 318 of
the TIA, inclusive, such imposed duties or incorporated provision shall control.

Section 13.02. Notices.

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

if to the Issuer or a Subsidiary Guarantor:

NCL Corporation Ltd.

7665 Corporate Center Drive

Miami, Florida 33126-1201

Telephone: (305) 436-4000

Facsimile: (305) 436-4117

Attn: General Counsel



119



---

if to the Trustee:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Telephone: (651) 495-3909

Facsimile: (651) 495-8097

Attn: Corporate Trust Services, Raymond S. Haverstock

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

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

(c) Failure to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect
to other holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received.

Section 13.03. Communication by the Holders with Other Holders. The holders may communicate pursuant to Section 312(b) of the
TIA with other holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to
take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

(a) an Officers Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and

(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

Section 13.05. Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;



120



---

(c) a statement that, in the opinion of such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion
of Counsel may rely on an Officers Certificate or certificates of public officials.

Section 13.06. When Notes
Disregarded. In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, the Subsidiary Guarantors or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer or the Subsidiary Guarantors shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

Section 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of the holders. The Registrar and a Paying Agent may make reasonable rules for their functions.

Section 13.08.
Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it
were a Business Day for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected.

Section 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 13.10. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in
the Issuer or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 13.11. Successors. All agreements of the Issuer and the Subsidiary Guarantors in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 13.12. Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.



121



---

Section 13.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 13.14. Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts
with a provision of this Indenture, such provision of this Indenture shall control.

Section 13.15. Severability. In
case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.

Section 13.16. Intercreditor Agreements. The terms
of this Indenture are subject to the terms of the Intercreditor Agreement.

Section 13.17. Agent for Service;
Submission to Jurisdiction; Waiver of Immunity

(a) By the execution and delivery of this Indenture, the Issuer
(i) acknowledges that it will, by separate written instrument, designate and appoint National Registered Agents, Inc. (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of
or relating to this Indenture that may be instituted in any Federal or state court in the State of New York, New York County, or brought under Federal or state securities laws, and acknowledges that National Registered Agents, Inc. will accept such
designation, (ii) submits for itself and its property to the non-exclusive jurisdiction of any such court in any such suit or proceeding, (iii) consents that any such proceeding may be brought in any such court and waives trial by jury and
any objection that it may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court and agrees not to plead or claim the same, (iv) agrees that service of process
upon National Registered Agents, Inc. and written notice of said service to the Issuer in accordance with Section 13.02 shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding and
(v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) To the extent that the Issuer may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with
respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of
the United States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), the Issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted by law.



122



---

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above.



NCL CORPORATION LTD.By:

/s/ Kevin SheehanName:

Kevin SheehanTitle:

Chief Executive Officer and ChiefFinancial Officer




NORWEGIAN DAWN LIMITED, as Subsidiary GuarantorBy:

/s/ Kevin SheehanName:

Kevin SheehanTitle:

Director




NORWEGIAN SUN LIMITED, as Subsidiary GuarantorBy:

/s/ Kevin SheehanName:

Kevin SheehanTitle:

Chief Executive Officer and Chief Financial Officer




NORWEGIAN SPIRIT, LTD., as Subsidiary GuarantorBy:

/s/ Kevin SheehanName:

Kevin SheehanTitle:

Chief Executive Officer and ChiefFinancial Officer




NORWEGIAN STAR LIMITED, as Subsidiary GuarantorBy:

/s/ Kevin SheehanName:

Kevin SheehanTitle:

Director




[Indenture]

123



---

U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:

/s/ Raymond S. HaverstockName:

Raymond S. HaverstockTitle:

Vice President




124



---

APPENDIX A

PROVISIONS RELATING TO INITIAL NOTES, ADDITIONAL NOTES

AND EXCHANGE NOTES

1. Definitions.

1.1 Definitions.

For the purposes of this Appendix A the following terms shall
have the meanings indicated below:

Additional Interest has the meaning set forth in the Registration Rights
Agreement.

Definitive Note means a certificated Note (bearing the Restricted Notes Legend if the transfer
of such Note is restricted by applicable law) that does not include the Global Notes Legend.

Depository
means The Depository Trust Company, its nominees and their respective successors.

Global Notes Legend
means the legend set forth under that caption in the applicable Exhibit to this Indenture.

IAI means an
institutional accredited investor as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

Initial Purchasers means Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Barclays Capital Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc. and UBS Securities LLC.

Notes Custodian means the custodian with respect to a Global Note (as appointed by the Depository) or any
successor person thereto, who shall initially be the Trustee.

QIB means a qualified institutional
buyer as defined in Rule 144A.

Registered Exchange Offer means the offer by the Issuer, pursuant
to the Registration Rights Agreement, to certain holders of Initial Notes, to issue and deliver to such holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

Registration Rights Agreement means the Registration Rights Agreement dated as of the date hereof among
the Issuer, the Subsidiary Guarantors and the Initial Purchasers relating to the Initial Notes.

Regulation
S means Regulation S under the Securities Act.



125



---

Regulation S Notes means all Initial Notes offered and sold outside the
United States in reliance on Regulation S.

Restricted Notes Legend means the legend set forth in
Section 2.2(f)(i) herein.

Restricted Period, with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day
shall be promptly given by the Issuer to the Trustee, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days.

Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

Rule 144A means Rule 144A under the Securities Act.

Rule 144A Notes means all Initial Notes offered and sold to QIBs in reliance on Rule 144A.

Shelf Registration Statement means a registration statement filed by the Issuer in connection with the offer and sale of
Initial Notes pursuant to the Registration Rights Agreement.

Temporary Regulation S Legend means the
applicable legend set forth in Section 2.2(f)(i) herein.

Transfer Restricted Definitive Notes means
Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

Transfer
Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

Unrestricted Definitive Notes means Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.

Unrestricted Global Notes means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.

1.2 Other Definitions.



|                          |  |                    
|------------------------- |  | -------------------
|Term:                     |  | Defined in Section:
|                          | 
|Agent Members             |  | 2.1(b)             
|Global Notes              |  | 2.1(b)             
|Regulation S Global Notes |  | 2.1(b)             
|Rule 144A Global Notes    |  | 2.1(b)             



126



---

2. The Notes.

2.1 Form and Dating; Global Notes.

(a) The Initial Notes issued on the date
hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer in
connection with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable
law.

(b) Global Notes. (i) Except as provided in clause (d) below, Rule 144A Notes initially shall be
represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the Rule 144A Global Notes).

Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the Regulation S Global Notes), which
shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream.

The term Global Notes means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall
(i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the
Restricted Notes Legend.

Members of, or direct or indirect participants in, the Depository (collectively, the Agent
Members) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee
and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder
of any Note.

(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the
Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the
provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the
Issuer thereupon fails to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Note;
provided that in no event shall the Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository in accordance with its customary procedures.



127



---

(iii) In connection with the transfer of a Global Note as an entirety to
beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available
for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

(iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall,
except as otherwise provided in Section 2.2, bear the Restricted Notes Legend.

(v) Notwithstanding the
foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.

(vi) The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes.

2.2 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A
Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b).

(b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. A beneficial interest in an
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.2(b)(i).



128



---

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order
from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount
of the relevant Global Note pursuant to Section 2.2(i).

(iii) Transfer of Beneficial Interests to
Another Restricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer
complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

(A)
if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form attached to the applicable Note.

(iv) Transfer and
Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii)
above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Transfer
Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or



129



---

(B) if the holder of such beneficial interest in a Transfer Restricted
Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note,

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the
Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).

(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Transfer Restricted Global Note. Beneficial interests in an Unrestricted Global Note
cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.

(c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the
circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in
Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

(i) Transfer
Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer
Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note;



130



---

(B) if such Transfer Restricted Definitive Note is being transferred to a
QIB in accordance with Rule 144A under the Securities Act, a certificate from such holder in the form attached to the applicable Note;

(C) if such Transfer Restricted Definitive Note is being transferred to a Non U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from
such holder in the form attached to the applicable Note;

(D) if such Transfer Restricted Definitive Note is
being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the applicable Note;

(E) if such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form attached to the applicable Note, including the certifications, certificates and
Opinion of Counsel, if applicable; or

(F) if such Transfer Restricted Definitive Note is being transferred to
the Issuer or a Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note;

the Trustee
shall cancel the Transfer Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note.

(ii) Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Transfer
Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A) if the
holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or



131



---

(B) if the holder of such Transfer Restricted Definitive Notes proposes to
transfer such Transfer Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note,

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue
and, upon receipt of an written order of the Issuer in the form of an Officers Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).

(iii) Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).

(iv) Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holders compliance with the provisions of this Section 2.2(e),
the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney, duly authorized in writing. In addition, the requesting holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section 2.2(e).



132



---

(i) Transfer Restricted Definitive Notes to Transfer Restricted
Definitive Notes. A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form attached to the applicable Note;

(B) if the transfer will be made pursuant to Rule 903
or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note;

(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached
to the applicable Note;

(D) if the transfer will be made to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Note; and

(E) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable
Note.

(ii) Transfer Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer
Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted
Definitive Note for an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or

(B) if the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from
such holder in the form attached to the applicable Note,

and, in each such case, if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act.



133



---

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the holder thereof.

(iv) Unrestricted Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted
Definitive Note.

At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such increase.



134



---

(f) Legend.

(i) Except as permitted by the following paragraph (iii), (iv) or (v), each Note certificate evidencing the Global Notes
and any Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only) (the
Restricted Notes Legend):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
QIB) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT, WITHIN, THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE ), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT
PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR
(2)(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT.



135



---

THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT,
DATED NOVEMBER 12, 2009 BY AND AMONG NORDEA BANK NORGE ASA, AS FIRST LIEN COLLATERAL AGENT AND AS AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE OBLIGATIONS UNDER THE CREDIT AGREEMENT DATED NOVEMBER 12, 2009, AMONG NCL CORPORATION LTD., THE
VARIOUS LENDERS NAMED THEREIN AND NORDEA BANK NORGE ASA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

Each Definitive Note shall bear the following additional legends:

IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

During the Restricted Period, any Regulation S Note shall bear the following legend (the Temporary Regulation S
Legend):

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT.
NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
INDENTURE.

(ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the Registrar shall permit
the holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the holder certifies in
writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Notes, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which holders of such
Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted
Notes Legend shall be available to holders that exchange such Initial Notes in such Registered Exchange Offer.



136



---

(v) Upon a sale or transfer after the expiration of the Restricted Period of
any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear the Temporary Regulation S Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to
apply.

(vi) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted
Notes Legend.

(g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(h) Obligations with Respect to Transfers and Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrars request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06,
4.06, 4.08 and 9.05 of this Indenture).

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

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



137



---

(i) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the
delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the holders and all payments to be made to the holders under the Notes shall be given or made only to the registered holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or
among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.



138



---

EXHIBIT A

[FORM OF FACE OF INITIAL NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Notes Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A QIB) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN, THE TIME PERIOD REFERRED
TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE ), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF
COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
IN CONNECTION WITH ANY TRANSFER THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.



139



---

THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT,
DATED NOVEMBER 12, 2009 BY AND AMONG NORDEA BANK NORGE ASA, AS FIRST LIEN COLLATERAL AGENT AND AS AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE OBLIGATIONS UNDER THE CREDIT AGREEMENT DATED OCTOBER 28, 2009, AMONG NCL CORPORATION LTD., THE VARIOUS
LENDERS NAMED THEREIN AND NORDEA BANK NORGE ASA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

Each Definitive Note shall bear the following additional legends:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

[Temporary Regulation S Legend]

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.



140



---

[FORM OF INITIAL NOTE]



|    |  |                   |  |               
|--- |  | ----------------- |  | --------------
|No. |  | [144A] CUSIP No.  |  | [62886H AD3]  
|    |  | [144A] ISIN No.   |  | [US62886HAD35]
|    |  |                  
|    |  | [REG S] CUSIP No. |  | [G6436Q AA4 ] 
|    |  | [REG S] ISIN No.  |  | [USG6436QAA43]

11.75% Senior
Secured Note due 2016

NCL CORPORATION LTD., a company organized under the laws of Bermuda, promises to pay to Cede &
Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on [            ].

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Additional provisions of this Note
are set forth on the other side of this Note.



141



---

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



NCL CORPORATION LTD.By:Name:Title:


Dated: November 12, 2009



142



---

|                                                                                                                |  |                     
|--------------------------------------------------------------------------------------------------------------- |  | --------------------
|TRUSTEES CERTIFICATE OF AUTHENTICATION                                                                        
|                                                                                                               
|U.S. BANK NATIONAL ASSOCIATIONas Trustee, certifies that this is one of the Notes referred to in the Indenture.
|                                                                                                                | 
|By:                                                                                                             |  |                     
|                                                                                                                |  | Authorized Signatory



|*/ | If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



143



---

[FORM OF REVERSE SIDE INITIAL NOTE]

11.75% Senior Secured Note Due 2016



|1. | Interest
|-- | --------

NCL CORPORATION
LTD, a company organized under the laws of Bermuda (and its successors and assigns under the Indenture hereinafter referred to, being herein called the Issuer), promises to pay interest on the principal amount of this Note at the
rate per annum shown above; provided that holders will be entitled under certain circumstances to Additional Interest pursuant to the Registration Rights Agreement. The Issuer shall pay interest semiannually on May 15 and
November 15 of each year (each an Interest Payment Date), commencing May 15. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from November 12, 2009, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the
Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.



|2. | Method of Payment
|-- | -----------------

The
Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business on May 1 and November 1 (each a Record Date) next preceding the Interest Payment Date
even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if
any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer shall make all payments in respect of a certificated Note (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments
on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment by
wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).



|3. | Paying Agent and Registrar
|-- | --------------------------

Initially, U.S. Bank National Association (the Trustee), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.



144



---

|4. | Indenture
|-- | ---------

The Issuer
issued the Notes under an Indenture dated as of November 12, 2009 (the Indenture), among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the TIA). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions.

The Notes are senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes
include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of its property.

To guarantee the due and punctual payment of
the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture [and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the
Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture].



145



---

|5. | Additional Amounts
|-- | ------------------

All
payments made by the Issuer under or with respect to the Notes or any of the Subsidiary Guarantors on its Subsidiary Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax,
duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, Taxes) unless the withholding or deduction of such Taxes is then required by law. If
any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Subsidiary Guarantor, is then incorporated, or resident or doing business for tax purposes or any
department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made or any department or political subdivision thereof or therein (each, a Tax Jurisdiction), will at any time
be required to be made from any payments made by the Issuer under or with respect to the Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, including payments of principal, redemption price, purchase price, interest
or premium, the Issuer or the relevant Subsidiary Guarantor, as applicable, will pay such additional amounts (the Additional Amounts) as may be necessary in order that the net amounts received in respect of such payments by each
holder after such withholding or deduction (including any such deduction or withholding from such Additional Amounts) will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or
deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the
holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding or disposition of such Note, the enforcement of rights under such Note or under a Subsidiary Guarantee
and/or the receipt of any payments in respect of such Note or a Subsidiary Guarantee); (2) any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes, following the
Issuers written request to the holder, at least 30 days before any such withholding or deduction would be payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification
that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes, to the
extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the
holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment; (5) any Taxes
payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Subsidiary Guarantee; or (6) any combination of the above items.

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

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



146



---

The Issuer or the relevant Subsidiary Guarantor will make all withholdings and deductions
(within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Subsidiary Guarantor will use its
reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Subsidiary Guarantor will furnish to the Trustee (or to a holder upon request), within a
reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Subsidiary Guarantor, as the case may be, or if, notwithstanding such entitys
efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity.

Whenever in the Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any
Subsidiary Guarantee, such mention shall be deemed to include the payment of Additional Amounts, if applicable.

The above
obligations will survive any termination, defeasance or discharge of the Indenture and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Subsidiary Guarantor is incorporated, or resident or
doing business for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Subsidiary Guarantee) and any department or political subdivision thereof or therein.



|6. | Optional Redemption
|-- | -------------------

On
or after November 15, 2013, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holders
registered address, at the following redemption prices (expressed as a percentage of principal amount), plusaccrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on November 15 of the years set forth below:



|                    |  |                  |  
|------------------- |  | ---------------- | -
|Period              |  | Redemption Price |  
|                    | 
|2013                |  | 105.875          | %
|2014                |  | 102.938          | %
|2015 and thereafter |  | 100.000          | %

In addition,
prior to November 15, 2013, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holders
registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plusthe Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date
(subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).



147



---

Notwithstanding the foregoing, at any time and from time to time on or prior to
November 15, 2012, the Issuer may also redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more
Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than
Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount thereof) of 111.75%, plusaccrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the
right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65% of the original aggregate principal amount of the Notes (calculated after
giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated
upon not less than 30 nor more than 60 days notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.



|7. | Mandatory Redemption
|-- | --------------------

The
Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.



|8. | Notice of Redemption
|-- | --------------------

Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at his, her or its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a
Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption.



|9. | Redemption for Changes in Taxes
|-- | -------------------------------

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days prior written notice to the holders, at a redemption price equal to 100% of the
aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and all Additional Amounts, (if any), which otherwise would be payable, if on the next date on which any amount would be payable in respect
of the Notes, the Issuer would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of: (1) any amendment to, or change in, the laws or any
regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the
date of the Offering Memorandum, such later date); or (2) any amendment to, or change in, an official interpretation or application regarding such laws, regulations or rulings, including by virtue of a holding, judgment or order by a court of
competent jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, such later date).



148



---

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

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



|10. | Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales
|--- | ---------------------------------------------------------------------------------------

Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to
cause the Issuer to repurchase all or any part of such holders Notes at a purchase price in cash equal to 101% of the principal amount thereof, plusaccrued and unpaid interest, if any, to the date of repurchase (subject to the right of
the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.

In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain
events.



|11. | Ranking and Collateral
|--- | ----------------------

These Notes and any Subsidiary Guarantee by a Subsidiary Guarantor will be secured by a security interest in the Collateral pursuant to certain Security Documents. The First Priority Liens upon any and all Common Collateral are, to the
extent and in the manner provided in the Intercreditor Agreement, equal in ranking with all present and future First Priority Liens and will be senior in ranking to all present and future Liens securing Junior Lien Obligations.



|12. | Denominations; Transfer; Exchange
|--- | ---------------------------------

The Notes are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000. A holder shall register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a
selection of Notes to be redeemed.



149



---

|13. | Persons Deemed Owners
|--- | ---------------------

The registered holder of this Note shall be treated as the owner of it for all purposes.



|14. | Unclaimed Money
|--- | ---------------

If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at their written request unless an abandoned property law designates another Person. After any such
payment, the holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.



|15. | Discharge and Defeasance
|--- | ------------------------

Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Notes to redemption or maturity, as the case may be.



|16. | Amendment; Waiver
|--- | -----------------

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes and
(ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without
the consent of any holder, the Issuer and the Trustee may amend the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or the Intercreditor Agreement (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
provide for the assumption by a Successor Issuer of the obligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under the
Indenture and the Security Documents; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or
the Intercreditor Agreement to any provision of the Description of Notes in the Offering Memorandum to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a
provision of the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or the Intercreditor Agreement; (vi) to add a Subsidiary Guarantor with respect to the Notes or to add to the Collateral to secure the Notes; (vii) to
release Collateral as permitted by the Indenture or the Intercreditor Agreement; (viii) to add additional secured creditors holding Non-Collateral Priority Lien Obligations, Common Collateral First Priority Lien Obligations or Junior Lien
Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (ix) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power conferred upon the Issuer by
the Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any holder;
or (xii) to provide for the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial
Notes, as a single issue of securities.



150



---

|17. | Defaults and Remedies
|--- | ---------------------

If
an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding
Notes, in each case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain
circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders
unless such holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the
holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or
expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against all losses and expenses caused by taking or not taking such action.



|18. | Trustee Dealings with the Issuer
|--- | --------------------------------

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the
Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.



151



---

|19. | No Recourse Against Others
|--- | --------------------------

No director, officer, employee, incorporator or holder of any equity interests in the Issuer or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or
any Subsidiary Guarantor under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability.



|20. | Authentication
|--- | --------------

This Note
shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.



|21. | Abbreviations
|--- | -------------

Customary
abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).



|22. | Governing Law
|--- | -------------

THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



|23. | CUSIP Numbers; ISINs
|--- | --------------------

The
Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.



|24. | Holders Compliance with Registration Rights Agreement
|--- | ------------------------------------------------------

The Holder of this Note shall be entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among the Issuer, the Subsidiary Guarantors and the Initial Purchasers. Each
holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the holders with respect to registration and the indemnification of the Issuer to the extent
provided therein

The Issuer will furnish to any holder of Notes upon written request and without charge to the holder a
copy of the Indenture which has in it the text of this Note.



152



---

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:







(Print or type assignees name,
address and zip code)







(Insert assignees soc. sec. or
tax I.D. No.)

and irrevocably appoint
                     agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



|      |  |  |  |                 |  | 
|----- |  |  |  | --------------- |  | 
|Date: |  |  |  | Your Signature: |  | 







Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:



|                                                                                                                                                                             |  |                                  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- |  | 
|Date:                                                                                                                                                                        |  |                                  |  | 
|Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee |  | Signature of Signature Guarantee



153



---

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES

This certificate relates to $             principal amount of Notes held in (check applicable space)
             book-entry or              definitive form by the undersigned.

The undersigned (check one box below):



| ̈ | has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive,
registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| ̈ | has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.
|- | ---------------------------------------------------------------------------------------------------

In connection with any transfer of any of the Notes evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive Note
or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE
BOX BELOW



|    |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  |  ̈ |  | to the Issuer; or                                                                                                                                                                                                                                                                                                                                                                                  
|    |  |  
|(2) |  |  ̈ |  | to the Registrar for registration in the name of the holder, without transfer; or                                                                                                                                                                                                                                                                                                                  
|    |  |  
|(3) |  |  ̈ |  | pursuant to an effective registration statement under the Securities Act of 1933; or                                                                                                                                                                                                                                                                                                               
|    |  |  
|(4) |  |  ̈ |  | inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
|    |  |  
|(5) |  |  ̈ |  | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and
such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or                                          
|    |  |  
|(6) |  |  ̈ |  | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements; or                                                                                                                                                                 
|    |  |  
|(7) |  |  ̈ |  | pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.                                                                                                                                                                                                                                                                                   



154



---

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information as the Issuer or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933.



|      |  |  |  |                 |  | 
|----- |  |  |  | --------------- |  | 
|Date: |  |  |  | Your Signature: |  | 







Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:



|                                                                                                                                                                             |  |                                  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- |  | 
|Date:                                                                                                                                                                        |  |                                  |  | 
|Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee |  | Signature of Signature Guarantee



155



---

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.



|      |  |  |  |                                               
|----- |  |  |  | ----------------------------------------------
|Date: |  |  |  |                                               
|      |  |  |  | NOTICE: To be executed by an executive officer



156



---

[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR

DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Note is $            . The following increases or decreases in this Global Note have been made:



|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|---------------- |  | -------------------------------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------
|Date of Exchange |  | Amount of decrease inPrincipal Amount of thisGlobal
Note |  | Amount of increase inPrincipal Amount of thisGlobal
Note |  | Principal amount of thisGlobal Note
following such decrease or increase |  | Signature of authorizedsignatory of Trustee
or Notes Custodian
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               



157



---

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box:

Asset Sale   ̈            Change of Control   ̈

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of
Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000):

$



|      |  |  |  |  |  |                 |  |                                                                   
|----- |  |  |  |  |  | --------------- |  | ------------------------------------------------------------------
|Date: |  |  |  |  |  | Your Signature: |  |                                                                   
|      |  |  |  |  |  |                 |  | (Sign exactly as your name appears on the other side of this Note)



|                     |  |                                                                                                                                                                              |  | 
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Signature Guarantee: |  |                                                                                                                                                                              |  | 
|                     |  | Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee |  | 



158



---

EXHIBIT B

[FORM OF FACE OF EXCHANGE NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THE TERMS OF THIS SECURITY ARE SUBJECT TO
THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED NOVEMBER 12, 2009 BY AND AMONG NORDEA BANK NORGE ASA, AS FIRST LIEN COLLATERAL AGENT AND AS AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE OBLIGATIONS UNDER THE CREDIT AGREEMENT DATED OCTOBER 28,
2009, AMONG NCL CORPORATION LTD., THE VARIOUS LENDERS NAMED THEREIN AND NORDEA BANK NORGE ASA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.



159



---

[FORM OF EXCHANGE NOTE]



|    |  |  
|--- |  | -
|No. |  | $

11.75% Senior Secured Note due 2016



| |  |                                                           
| |  | ----------------------------------------------------------
| |  | CUSIP No.    [            ] ISIN
No.        [            ]

NCL CORPORATION LTD, a company organized under the laws of Bermuda, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in
Global Security attached hereto on [            ].

Interest
Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Additional provisions of this Note are set forth on the other side of this Note.



160



---

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



NCL CORPORATION LTD.By:Name:Title:


Dated:



|*/ | If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



161



---

|                                                                                                                |  |                     
|--------------------------------------------------------------------------------------------------------------- |  | --------------------
|TRUSTEES CERTIFICATE OF AUTHENTICATION                                                                        
|                                                                                                               
|U.S. BANK NATIONAL ASSOCIATIONas Trustee, certifies that this is one of the Notes referred to in the Indenture.
|                                                                                                                | 
|By:                                                                                                             |  |                     
|                                                                                                                |  | Authorized Signatory



162



---

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

11.75% Senior Secured Note Due 2016



|1. | Interest
|-- | --------

NCL CORPORATION
LTD., a company organized under the laws of Bermuda (and its successors and assigns under the Indenture hereinafter referred to, being herein called the Issuer), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. The Issuer shall pay interest semiannually on May 15 and November 15 of each year (each an Interest Payment Date), commencing May 15. Interest on the Notes shall accrue from the most
recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from November 12, 2009, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.



|2. | Method of Payment
|-- | -----------------

The
Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business on May 1 and November 1 (each a Record Date) next preceding the Interest Payment Date
even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if
any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer shall make all payments in respect of a certificated Note (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments
on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment by
wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).



|3. | Paying Agent and Registrar
|-- | --------------------------

Initially, U.S. Bank National Association (the Trustee), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.



163



---

|4. | Indenture
|-- | ---------

The Issuer
issued the Notes under an Indenture dated as of November 12, 2009 (the Indenture), among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the TIA). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions

The Notes are senior secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes
include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of its property.

To guarantee the due and punctual payment of
the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the
Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.



164



---

|5. | Additional Amounts
|-- | ------------------

All
payments made by the Issuer under or with respect to the Notes or any of the Subsidiary Guarantors on its Subsidiary Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax,
duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, Taxes) unless the withholding or deduction of such Taxes is then required by law. If
any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Subsidiary Guarantor, is then incorporated, or resident or doing business for tax purposes or any
department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made or any department or political subdivision thereof or therein (each, a Tax Jurisdiction), will at any time
be required to be made from any payments made by the Issuer under or with respect to the Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, including payments of principal, redemption price, purchase price, interest
or premium, the Issuer or the relevant Subsidiary Guarantor, as applicable, will pay such additional amounts (the Additional Amounts) as may be necessary in order that the net amounts received in respect of such payments by each
holder after such withholding or deduction (including any such deduction or withholding from such Additional Amounts) will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or
deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the
holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding or disposition of such Note, the enforcement of rights under such Note or under a Subsidiary Guarantee
and/or the receipt of any payments in respect of such Note or a Subsidiary Guarantee); (2) any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes, following the
Issuers written request to the holder, at least 30 days before any such withholding or deduction would be payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification
that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes, to the
extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the
holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment; (5) any Taxes
payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Subsidiary Guarantee; or (6) any combination of the above items.

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

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



165



---

The Issuer or the relevant Subsidiary Guarantor will make all withholdings and deductions
(within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Subsidiary Guarantor will use its
reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Subsidiary Guarantor will furnish to the Trustee (or to a holder upon request), within a
reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Subsidiary Guarantor, as the case may be, or if, notwithstanding such entitys
efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity.

Whenever in the Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any
Subsidiary Guarantee, such mention shall be deemed to include the payment of Additional Amounts, if applicable.

The above
obligations will survive any termination, defeasance or discharge of the Indenture and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Subsidiary Guarantor is incorporated, or resident or
doing business for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Subsidiary Guarantee) and any department or political subdivision thereof or therein.



|6. | Optional Redemption
|-- | -------------------

On
or after November 15, 2013, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holders
registered address, at the following redemption prices (expressed as a percentage of principal amount), plusaccrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on November 15 of the years set forth below:



|                    |  |                  |  
|------------------- |  | ---------------- | -
|Period              |  | Redemption Price |  
|                    | 
|2013                |  | 105.875          | %
|2014                |  | 102.938          | %
|2015 and thereafter |  | 100.000          | %

In addition,
prior to November 15, 2013, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holders
registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plusthe Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date
(subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).



166



---

Notwithstanding the foregoing, at any time and from time to time on or prior to
November 15, 2012, the Issuer may also redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more
Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than
Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount thereof) of 111.75%, plusaccrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the
right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65% of the original aggregate principal amount of the Notes (calculated after
giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated
upon not less than 30 nor more than 60 days notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.



|7. | Mandatory Redemption
|-- | --------------------

The
Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.



|8. | Notice of Redemption
|-- | --------------------

Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at his, her or its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a
Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption.



|9. | Redemption for Changes in Taxes
|-- | -------------------------------

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days prior written notice to the holders, at a redemption price equal to 100% of the
aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and all Additional Amounts, (if any), which otherwise would be payable, if on the next date on which any amount would be payable in respect
of the Notes, the Issuer would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of: (1) any amendment to, or change in, the laws or any
regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the
date of the Offering Memorandum, such later date); or (2) any amendment to, or change in, an official interpretation or application regarding such laws, regulations or rulings, including by virtue of a holding, judgment or order by a court of
competent jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, such later date).



167



---

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

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



|10. | Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales
|--- | ---------------------------------------------------------------------------------------

Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to
cause the Issuer to repurchase all or any part of such holders Notes at a purchase price in cash equal to 101% of the principal amount thereof, plusaccrued and unpaid interest, if any, to the date of repurchase (subject to the right of
the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.

In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain
events.



|11. | Ranking and Collateral
|--- | ----------------------

These Notes and any Subsidiary Guarantee by a Subsidiary Guarantor are secured by a security interest in the Collateral pursuant to certain Security Documents. The First Priority Liens upon any and all Common Collateral are, to the extent
and in the manner provided in the Intercreditor Agreement, equal in ranking with all present and future First Priority Liens and will be senior in ranking to all present and future Liens securing Junior Lien Obligations.



|12. | Denominations; Transfer; Exchange
|--- | ---------------------------------

The Notes are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000. A holder shall register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a
selection of Notes to be redeemed.



168



---

|13. | Persons Deemed Owners
|--- | ---------------------

The registered holder of this Note shall be treated as the owner of it for all purposes.



|14. | Unclaimed Money
|--- | ---------------

If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at their written request unless an abandoned property law designates another Person. After any such
payment, the holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.



|15. | Discharge and Defeasance
|--- | ------------------------

Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Notes to redemption or maturity, as the case may be.



|16. | Amendment; Waiver
|--- | -----------------

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes and
(ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without
the consent of any holder, the Issuer and the Trustee may amend the Indenture, the Subsidiary Guarantee, the Notes the Security Documents or the Intercreditor Agreement (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
provide for the assumption by a Successor Issuer of the obligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under the
Indenture and the Security Documents; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or
the Intercreditor Agreement to any provision of the Description of Notes in the Offering Memorandum to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a
provision of the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or the Intercreditor Agreement; (vi) to add a Subsidiary Guarantor with respect to the Notes or to add to the Collateral to secure the Notes; (vii) to
release Collateral as permitted by the Indenture or the Intercreditor Agreement; (viii) to add additional secured creditors holding Non-Collateral Priority Lien Obligations, Common Collateral First Priority Lien Obligations or Junior Lien
Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (ix) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power conferred upon the Issuer by
the Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any holder;
or (xii) to provide for the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial
Notes, as a single issue of securities.



169



---

|17. | Defaults and Remedies
|--- | ---------------------

If
an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding
Notes, in each case, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain
circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders
unless such holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the
holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or
expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against all losses and expenses caused by taking or not taking such action.



|18. | Trustee Dealings with the Issuer
|--- | --------------------------------

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the
Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.



170



---

|19. | No Recourse Against Others
|--- | --------------------------

No director, officer, employee, incorporator or holder of any equity interests in the Issuer or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or
any Subsidiary Guarantor under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability.



|20. | Authentication
|--- | --------------

This Note
shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.



|21. | Abbreviations
|--- | -------------

Customary
abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).



|22. | Governing Law
|--- | -------------

THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



|23. | CUSIP Numbers; ISINs
|--- | --------------------

The
Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any holder of Notes upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note.



171



---

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:







(Print or type assignees name,
address and zip code)







(Insert assignees soc. sec. or
tax I.D. No.)

and irrevocably appoint              agent to transfer this Note on
the books of the Issuer. The agent may substitute another to act for him.



|      |  |  |  |                 |  | 
|----- |  |  |  | --------------- |  | 
|Date: |  |  |  | Your Signature: |  | 







Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:



|                                                                                                                                                                             |  |                                  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- |  | 
|Date:                                                                                                                                                                        |  |                                  |  | 
|Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee |  | Signature of Signature Guarantee



172



---

[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR

DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Note is $            . The following increases or decreases in this Global Note have been made:



|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|---------------- |  | -------------------------------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------
|Date of Exchange |  | Amount of decrease inPrincipal Amount of thisGlobal
Note |  | Amount of increase inPrincipal Amount of thisGlobal
Note |  | Principal amount of thisGlobal Note
following such decrease or increase |  | Signature of authorizedsignatory of Trustee
or Notes Custodian
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               
|                 |  |                                                          |  |                                                          |  |                                                                         |  |                                                               



173



---

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box:

Asset Sale   ̈            Change of Control   ̈

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of
Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000):

$



|      |  |  |  |  |  |                 |  |                                                                   
|----- |  |  |  |  |  | --------------- |  | ------------------------------------------------------------------
|Date: |  |  |  |  |  | Your Signature: |  |                                                                   
|      |  |  |  |  |  |                 |  | (Sign exactly as your name appears on the other side of this Note)



|                     |  |                                                                                                                                                                              |  | 
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Signature Guarantee: |  |                                                                                                                                                                              |  | 
|                     |  | Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee |  | 



174



---

EXHIBIT C

[FORM OF]

TRANSFEREE LETTER OF REPRESENTATION

NCL Corporation Ltd.

c/o U.S. Bank National
Association

Corporate Trust Services

EP-MN-W53C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Attention: Vice President

Ladies and Gentlemen:

This certificate is delivered to request a transfer of
$[    ] principal amount of the 11.75% Senior Secured Notes due 2016 (the Notes) of NCL Corporation Ltd. (the Issuer).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:



|         |  |  |  | 
|-------- |  |  |  | 
|Name:    |  |  |  | 
|         |  | 
|Address: |  |  |  | 

|                    |  |  |  | 
|------------------- |  |  |  | 
|                    |  | 
|Taxpayer ID Number: |  |  |  | 

The undersigned represents and warrants to you that:

1. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the Securities Act)), purchasing for our own account or for the account of such an institutional accredited investor at least $100,000 principal amount of the Notes, and we
are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its
investment.



175



---

2. We understand that the Notes have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date
that is one year after the later of the date of original issue and the last date on which either the Issuer or any affiliate of such Issuer was the owner of such Notes (or any predecessor thereto) (the Resale Restriction Termination
Date) only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside
the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or
(d) pursuant to an effective registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each
subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale
or other transfer of the Notes is proposed to be made to an institutional accredited investor prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of
this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer
prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.

Dated:



TRANSFEREE:
,By:




176



---

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE]

SUPPLEMENTAL INDENTURE (this
Supplemental Indenture) dated as of [            ], among [SUBSIDIARY GUARANTOR] (the New Subsidiary Guarantor), a subsidiary of NCL CORPORATION LTD.
(or its successor), a company organized under the laws of Bermuda (the Issuer), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the Trustee).

W I T N E S S E T H :

WHEREAS the Issuer and NORWEGIAN DAWN LIMITED, a company organized under the laws of the Isle of Man, NORWEGIAN SUN LIMITED, a company organized under the laws of Bermuda, NORWEGIAN SPIRIT, LTD., a
company organized under the laws of Bermuda and NORWEGIAN STAR LIMITED, a company organized under the laws of the Isle of Man (collectively, the Subsidiary Guarantors) have heretofore executed and delivered to the Trustee an
indenture (as amended, supplemented or otherwise modified, the Indenture) dated as of November 12, 2009, providing for the issuance of the Issuers Senior Secured Notes due 2016 ( the Notes), initially
in the aggregate principal amount of $450,000,000;

WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Issuers
Obligations under the Notes and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, the Subsidiary Guarantors [and other existing Subsidiary Guarantors, if any,] are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the New Subsidiary Guarantor, the Subsidiary Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term holders in this Supplemental Indenture shall refer to the term holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such
holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof.

2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all
existing guarantors (if any), to unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture.



177



---

3. Notices. All notices or other communications to the New Subsidiary Guarantor shall
be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section
headings herein are for convenience only and shall not effect the construction thereof.



178



---

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



[NEW SUBSIDIARY GUARANTOR]By:Name:Title:




U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:Name:Title:




179