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Exhibit 4.58
   DATED
21 DECEMBER 2007
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 EIGHTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars and/or Euro of up to 258,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 [**]




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CONTENTS
    
    Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    44
    
    Representations and Warranties
    
    
    65
    
    Fee and Expenses
    
    
    76
    
    Further Assurance
    
    
    87
    
    Counterparts
    
    
    88
    
    Notices
    
    
    89
    
    Governing Law
    
    
    910
    
    Jurisdiction
    
    
    9Schedule 1
    
    The Agent, the Hermes Agent, the Trustee and the Lenders
    
    
    12Schedule 2
    
    Amended and Restated Loan Agreement
    
    
    13Schedule 3
    
    Amended and Restated Guarantee
    
    
    129Schedule 4
    
    Amended and Restated Loss Payable Clause
    
    
    158




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EIGHTH SUPPLEMENTAL DEED
 DATED 21 December 2007
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (the Borrower);(2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lendersand each individually a Lender);(4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent);(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004, a third supplemental agreement thereto dated 1 June 2005 (the Third Supplement), a
fourth supplemental agreement thereto dated 3 August 2005, a fifth supplemental agreement
thereto dated as of 30 September 2005, a sixth supplemental agreement thereto dated 22
December 2005 and a seventh supplemental agreement dated 13 November 2006 entered into between
the Borrower or its predecessor Ship Holding LLC (SHLLC) as borrower, the Lenders as
lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for
(among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the
Original Loan Agreement), the Lenders granted to the Borrower a secured loan in the maximum
amount of the equivalent in Dollars and/or Euro of two hundred and fifty eight million Euro
(258,000,000) (the Loan) to part-finance the completion by the Builder of the Vessel for
the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and
conditions therein contained. The repayment of the Loan by the Borrower has been secured by
(among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as
amended and/or supplemented from time to time (the Original Guarantee) and a first preferred
mortgagee over the Vessel dated 7 June 2005 as amended and/or supplemented from time to time
(the Mortgage).(B)
    
    The Guarantor has requested the consent of the Lenders, the Agent, the Hermes Agent and the
Trustee to the amendment of certain provisions of (among other things) the Original Loan
Agreement and the Original Guarantee, (among other things) to enable NCL Investment Ltd.
(Investor I) and NCL Investment II Ltd. (Investor IIand together with Investor I the
Investors), each a subsidiary of the private equity group Apollo Management, LP, to make a
one billion Dollar (USD1,000,000,000) cash equity investment in the Guarantor.
 
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As at the date of this eighth supplement to the Original Loan Agreement (this Deed), the
Guarantor is a wholly-owned subsidiary of Star Cruises Limited (Star"). Upon completion of
the transactions contemplated by the Subscription Agreement, the Guarantor will be held
directly or indirectly in equal shares by Star and the Investors and the Investors, under
the Shareholders Agreement, will have majority control of the board of directors of the
Guarantor and voting control of shares in the Guarantor, with certain reserved matters
subject to the consent of Star. Accordingly, the Guarantor will cease to be a subsidiary of
Star and will become a jointly controlled entity of Star and the Investors upon completion.
The Investors right to control the board of directors of the Guarantor and vote Stars
shares in the Guarantor on behalf of Star, and Stars consent rights, in each case can only
be maintained if the ratio of the equity owned by one party over that of the other party is
not less than 0.6.
 (C)
    
    The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect
of the above matters on the terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement shall have the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:Apollo Transaction Documentsmeans the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Guaranteemeans the Original Guarantee as amended and restated by this Deed and as
set out in Schedule 3;Loan Agreementmeans the Original Loan Agreement as amended and restated by this
Deed and as set out in Schedule 2;Loss Payable Clausemeans the Original Loss Payable Clause as amended and restated
by this Deed and as set out in Schedule 4;New Sharesmeans the new ordinary shares in the Guarantor to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Guarantors enlarged share capital;Original Loss Payable Clausemeans the loss payable clause in the form of appendix
B to the form of the letter of undertaking set out in schedule 2 to the Insurance
Assignment;Restatement Datemeans the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the
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case of Investor I and by way of joinder in the case of Investor II) and the
Guarantor pursuant to which the affairs of the management of the Guarantor and the
rights and obligations of Star and the Investors as shareholders will be regulated;Subscription Agreementmeans the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Guarantor pursuant to which
the parties have agreed that the Investors shall subscribe for and the Guarantor
shall allot and issue the New Shares to the Investors for the Subscription Price;
andSubscription Pricemeans the aggregate subscription price of one billion Dollars
(USD1,000,000,000) payable in cash by the Investors for the New Shares pursuant to
the Subscription Agreement.1.2
    
    The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply
hereto (mutatis mutandis).
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date the Original Loan Agreement, the Original Guarantee
and the Original Loss Payable Clause shall each be amended and restated to read in
accordance with the amended and restated loan agreement, guarantee and loss payable
clause as set out in Schedule 2, Schedule 3 and Schedule 4 respectively and (as so
amended and restated) will continue to be binding upon each of the parties thereto in
accordance with its terms as so amended and restated.2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Lenders, the
Agent, the Hermes Agent and the Trustee that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Loan Agreement in the Security
Documents to which it is a party shall be construed as references to the Loan
Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan Agreement;2.2.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
Supplement)) shall apply to, and extend to secure, the whole of the Outstanding
Indebtedness as defined in clause 1.1 of the Loan Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and
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2.2.4
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
shall remain in full force and effect as security for the obligations of the
Borrower under the Loan Agreement and the other Security Documents as amended
by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders, the Agent, the Hermes Agent
and the Trustee acknowledge and agree that, to the extent a provision of a Security
Document which has not been amended and restated by this Deed conflicts with a
provision of the Loan Agreement and/or any other Security Document which has been
amended and restated by this Deed, the provision of the Loan Agreement and/or the
amended and restated Security Document shall prevail. Further, the Lenders, the Agent,
the Hermes Agent and the Trustee will do or procure the doing of all such acts and/or
execute or procure the execution of all such documents in a form satisfactory to the
Agent as the Agent may reasonably consider necessary for giving full effect to this
Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement, the Original Guarantee and the other Security Documents and the Original
Loss Payable Clause shall remain in full force and effect and nothing herein contained
shall relieve the Borrower, the Guarantor or any other Obligor from any of its
respective obligations under any such documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Loan Agreement, the Original
Guarantee and the Original Loss Payable Clause provided for in Clause 2 is conditional
upon and shall not be effective unless and until the Agent has received the following
in form and substance satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and the Guarantor;(b)
    
    a written confirmation from the Process Agent
that it will act for each of the Borrower and the Guarantor as agent
for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement;
and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
each of the Borrower and the Guarantor (together the Relevant
Parties):
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(i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant Party of its obligations under this Deed or
any document to be executed pursuant hereto or if no such
consents are required a certificate from a duly appointed
officer of the Relevant Party to this effect confirming that no
such consents are required;(ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a
copy of its Certificate of Incorporation and Memorandum
of Association and Bye-Laws (or equivalent
constitutional documents) evidencing power to enter
into the transactions contemplated in this Deed;(2)
    
    giving the
names of its present officers and directors;(3)
    
    setting out
specimen signatures of such persons as are authorised
by the Relevant Party to sign documents or otherwise
undertake the performance of that Relevant Partys
obligations under this Deed;(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and the amendment to the Mortgage and the issue of any
power of attorney to execute the same; and(6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;
 or (if applicable) certifying that there has been no change to the
statements made in his or her secretarys certificate last provided
to the Agent with respect to paragraphs (1), (2), (3), (4) and (6)
of this Clause 3.1.1(d)(ii) and attaching copies of resolutions
passed at duly convened meetings of the directors and, if required
by the Agent, the shareholders or members of each of the Relevant
Parties authorising (as applicable) the execution of this Deed and
the amendment to the Mortgage and the issue of any power of attorney
to execute the same; and
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3.1.2
    
    the original powers of attorney, if any,
issued pursuant to the resolutions referred to above and notarially
attested;3.1.3
    
    a seventh amendment to the Mortgage duly
executed and lodged for recordation at the United States Coast Guard
National Vessel Documentation Center;3.1.4
    
    evidence of completion having taken place
under the Subscription Agreement and in particular but without
limitation of the issue of the New Shares to the Investors and of the
payment of the Subscription Price by the Investors to the Guarantor;3.1.5
    
    evidence that each of the Lenders has received
payment of the restructuring fee to which it is entitled as more
particularly described in Clause 5.1; and3.1.6
    
    the issue of such favourable written legal
opinions including in respect of the United States of America, Delaware
and Bermuda in such form as the Agent may require relating to all
aspects of the transactions contemplated hereby and by the Apollo
Transaction Documents governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Restatement
Date (subject to Clause 3.2) other than that Event of Default waived by the Agent
pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to
SHLLC.
 3.2
    
    If the Lenders, the Agent, the Hermes Agent and the Trustee, acting
unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides)
to permit the amendment and restatement of the Original Loan Agreement, the Original
Guarantee and/or the Original Loss Payable Clause hereby without the Agent having
received all of the documents or evidence referred to in Clause 3.1, the Borrower will
nevertheless deliver the remaining documents or evidence to the Agent within fourteen
(14) days of the Restatement Date (or such other period as the Agent may stipulate) and
the amendment and restatement of the Original Loan Agreement, the Original Guarantee
and/or the Original Loss Payable Clause as aforesaid shall not be construed as a waiver
of the Agents right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any
obligation to permit the amendment and restatement in the absence of such documents or
evidence.
 4
    
    Representations and Warranties
 4.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders,
the Agent, the Hermes Agent and the Trustee that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;
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4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Trustee;
 4.1.4
    
    except for the recording of the seventh amendment to the
Mortgage with the United States Coast Guard National Vessel Documentation
Center, all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and each of the other documents contemplated hereby and thereby and
the transactions contemplated hereby and thereby have been obtained or effected
and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders, the Agent, the Hermes
Agent and/or the Trustee in deciding whether or not to enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5) Business
Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any other
loan or other facility to the Borrower or any other member of the NCLC Group shall only
be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Loan Agreement or the Agency and Trust
Deed to the contrary, no Lender shall be required to share with the other Lenders, the
Agent, the Hermes Agent and/or the Trustee any such restructuring fee received.5.2
    
    The Borrower and the Guarantor jointly and severally undertake to reimburse the
Lenders, the Agent, the Hermes Agent and the Trustee on demand of the Agent
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on a full indemnity basis for the reasonable charges and expenses (together with
value added tax or any similar tax thereon and including without limitation the fees
and expenses of legal and other advisers) incurred by the Lenders, the Agent, the
Hermes Agent and/or the Trustee in respect of the negotiation, preparation,
printing, execution, registration and enforcement of this Deed and any other
documents required in connection with the implementation of this Deed.
 6
    
    Further Assurance
 Each of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Lenders, the Agent, the
Hermes Agent or the Trustee the full benefit of the rights, powers and remedies conferred
upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such document.
 7
    
    Counterparts
 This Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of the Chief Financial Officer and the Legal Department) (but one (1)
copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West
57th Street, 43rd Floor, New York, NY 10019, United States of
America (marked for the attention of Mr Steven Martinez). Any notice, demand or other
communication to be made or delivered by the Borrower or the Guarantor pursuant to this
Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days
written notice to the Borrower and the Guarantor specified another address) be made or
delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of
which are set out in Schedule 1.8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax
number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in the case
of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1) specified
by it from time to time for the purpose and shall be deemed to have been received when
transmission of such telefax communication has been completed. Each such telefax
communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower or
the Guarantor, shall be signed by the person or persons authorised in writing by the
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Borrower or the Guarantor (as the case may be) and whose signature appears on the
list of specimen signatures contained in the secretarys certificate required to be
delivered by Clause 3 and shall be expressed to be for the attention of the
department or officer whose name has been notified for the time being for that
purpose by the Agent, the Hermes Agent or the Trustee to the Borrower and the
Guarantor.8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Lenders, the Agent, the Hermes Agent and
the Trustee only. As a result, no such party shall be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, any such party may take concurrent proceedings in any number
of jurisdictions.10.2
    
    Neither the Borrower nor the Guarantor may, without the Agents prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrowers and/or the
Guarantors (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, each of the
Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to
appoint a process agent within the period specified in Clause 10.2, the Agent may
appoint any person (including a company controlled by or associated with the Agent or
any Lender) to act as the Borrowers or the Guarantors (as the case may be) process
agent in England with the unconditional authority described in Clause 10.2.10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.
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10.5
    
    Each of the Borrower and the Guarantor appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantor (as
the case may be) and may be enforced without review in any other jurisdiction.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Lenders, the Hermes Agent or the Trustee may have (whether under the laws of any
country, an international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a judgment or
any similar or related matter in any jurisdiction.10.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Paul Turner
    
    
    )for and on behalf of
    
    
    )
    /s/ Paul TurnerPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
Shareen Akhtor
Trainee Solicitor
One St. Pauls Churchyard
London EC4M 85M
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    )for and on behalf of
    
    
    )
    /s/ Paul TurnerNCL CORPORATION LTD.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Julie Clegg
    
    
    )for and on behalf of
    
    
    )
    /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in
the presence of: As above
    
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Mike Monk
    
    
    )for and on behalf of
    
    
    )
    /s/ Mike MonkHSBC BANK PLC
    
    
    )as a Lender, the Agent and the Trustee
    
    
    )in
the presence of: Nigel Groom
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Julie Clegg
    
    
    )for and on behalf of
    
    
    )
    /s/ Julie CleggKfW
    
    
    )in
the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    )for and on behalf of
    
    
    )
    /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in
the presence of: As above
    
    
    )
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Schedule 1
 12




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Schedule 2
 13




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DATED 4 APRIL 2003
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
(as arrangers)
 COMMERZBANK AKTIENGESELLSCHAFT
Bremen Branch
HSBC BANK PLC
KfW
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 SECURED LOAN AGREEMENT
for the equivalent amount in United States Dollars
of up to 258,000,000
pre- and post redelivery finance
for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(tbn PRIDE OF AMERICA)
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
 [**]
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##### 



CONTENTS
 Page1 Definitions and Construction
    
    
    191.1 Definitions
    
    
    191.2 Construction
    
    
    451.3 Agent, Hermes Agent and Trustee
    
    
    462 The Facility
    
    
    462.1 Availability
    
    
    462.2 Purpose and Application
    
    
    462.3 Drawdown
    
    
    472.4 Payment of Portions
    
    
    482.5 Currency Option
    
    
    482.6 Break costs on failure to draw
    
    
    492.7 Conditions of drawdown
    
    
    492.8 Several obligations of the Lenders
    
    
    502.9 Lenders failure to perform
    
    
    502.10 Fulfilment of conditions after drawdown
    
    
    503 Repayment
    
    
    504 Prepayment
    
    
    504.1 Voluntary prepayment
    
    
    504.2 Voluntary prepayment in case of increased cost
    
    
    514.3 Mandatory prepayment in case of illegality
    
    
    514.4 Voluntary prepayment following imposition of Substitute Basis
    
    
    514.5 Prepayment in case of Total Loss of the Vessel
    
    
    514.6 Prepayment in case of sale of the Vessel
    
    
    524.7 Effect of prepayment
    
    
    534.8 Break costs on prepayment
    
    
    535 Interest
    
    
    535.1 Payment of interest prior to the Termination Date
    
    
    535.2 Payment of interest from the Termination Date
    
    
    545.3 Selection and duration of Pre-Redelivery Interest Periods and Interest Periods
    
    
    545.4 Conversion
    
    
    555.5 Fixed Rate
    
    
    555.6 Break costs in relation to Conversion
    
    
    555.7 No notice and unavailability
    
    
    565.8 Separate Interest Periods for Instalments
    
    
    565.9 Extension and shortening of Pre-Redelivery Interest Periods or Interest Periods
    
    
    575.10 Applicable Interest Rate
    
    
    575.11 Bank basis
    
    
    575.12 Default interest
    
    
    576 Substitute Basis of Funding
    
    
    586.1 Market disturbance
    
    
    586.2 Suspension of drawdown
    
    
    59
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Page6.3 Certificates of Substitute Basis
    
    
    596.4 Review
    
    
    597 Payments
    
    
    597.1 Place for payment
    
    
    597.2 Deductions and grossing-up
    
    
    607.3 Production of receipts for Taxes
    
    
    617.4 Money of account
    
    
    627.5 Accounts
    
    
    627.6 Earnings
    
    
    637.7 Continuing security
    
    
    638 Yield Protection and Force Majeure
    
    
    638.1 Increased costs
    
    
    638.2 Force majeure
    
    
    649 Representations and Warranties
    
    
    659.1 Duration
    
    
    659.2 Representations and warranties
    
    
    659.3 Representations on the First Drawdown Date
    
    
    719.4 Representations on the Redelivery Date
    
    
    7110 Undertakings
    
    
    7210.1 Duration
    
    
    7210.2 Information
    
    
    7210.3 Notification of default
    
    
    7210.4 Consents and registrations
    
    
    7210.5 Negative pledge
    
    
    7310.6 Disposals
    
    
    7310.7 Change of business
    
    
    7410.8 Mergers
    
    
    7410.9 Maintenance of status and franchises
    
    
    7410.10 Financial records
    
    
    7510.11 Financial indebtedness and subordination of indebtedness
    
    
    7510.12 Pooling of earnings and charters
    
    
    7610.13 Loans and guarantees by the Borrower
    
    
    7610.14 Supervision and Management
    
    
    7610.15 Acquisition of shares
    
    
    7710.16 Trading with the United States of America
    
    
    7710.17 Further assurance
    
    
    7710.18 Valuation of the Vessel
    
    
    7710.19 Marginal security
    
    
    7810.20 Performance of employment contracts
    
    
    7910.21 Insurances
    
    
    8010.22 Operation and maintenance of the Vessel
    
    
    8410.23 Hermes Cover
    
    
    8910.24 Dividends
    
    
    8911 Default
    
    
    8911.1 Events of default
    
    
    89
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Page11.2 Acceleration
    
    
    9411.3 Default indemnity
    
    
    9511.4 Set-off
    
    
    9512 Application of Funds
    
    
    9612.1 Total Loss proceeds/proceeds of sale/Event of Default monies
    
    
    9612.2 General funds
    
    
    9712.3 Application of proceeds of Insurances
    
    
    9812.4 Application of any reduction in the Hermes Premium
    
    
    9812.5 Suspense account
    
    
    9813 Fees
    
    
    9814 Expenses
    
    
    9914.1 Initial expenses
    
    
    9914.2 Enforcement expenses
    
    
    9914.3 Stamp duties
    
    
    9915 Waivers, Remedies Cumulative
    
    
    9915.1 No waiver
    
    
    9915.2 Remedies cumulative
    
    
    9915.3 Severability
    
    
    9915.4 Time of essence
    
    
    10016 Counterparts
    
    
    10017 Assignment
    
    
    10017.1 Benefit of agreement
    
    
    10017.2 No transfer by the Borrower
    
    
    10017.3 Assignments, participations and transfers by a Lender
    
    
    10017.4 Effectiveness of transfer
    
    
    10117.5 Transfer of rights and obligations
    
    
    10117.6 Consent and increased obligations of the Borrower
    
    
    10117.7 Disclosure of information
    
    
    10217.8 Transfer Certificate to be executed by the Agent
    
    
    10217.9 Notice of Transfer Certificates
    
    
    10217.10 Documentation of transfer or assignment
    
    
    10217.11 Contracts (Rights of Third Parties) Act 1999 (the Act)
    
    
    10218 Notices
    
    
    10318.1 Mode of communication
    
    
    10318.2 Address
    
    
    10318.3 Telefax communication
    
    
    10318.4 Receipt
    
    
    10418.5 Language
    
    
    10419 Governing Law
    
    
    10420 Waiver of Immunity
    
    
    104
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Pager21 Rights of the Agent, the Hermes Agent, the Trustee and the Lenders
    
    
    10421.1 No derogation of rights
    
    
    10421.2 Enforcement of remedies
    
    
    10522 Jurisdiction
    
    
    105Schedule 1 Particulars of Arrangers
    
    
    109Schedule 2 Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    
    110Schedule 3 Notice of Drawdown
    
    
    111Schedule 4 Conditions Precedent
    
    
    112Schedule 5 Confidentiality Undertaking
    
    
    113Schedule 6 Transfer Certificate
    
    
    114Schedule 7 Form of Notice of Fixed Rate
    
    
    116Schedule 8 Chartering of the Six Vessels (as defined in Clause 10.6.4)
    
    
    117Schedule 9 Apollo-Related Transactions
    
    
    118
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##### 



THIS
LOAN AGREEMENT
 BETWEEN
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (the Borrower);(2)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as arrangers (collectively
the Arrangers and each individually an Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lenders and each individually a Lender);(4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent); and(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
trustee (the Trustee).
 WHEREAS
 
 NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:
 Agency and Trust Deed
    
    means the deed dated 4 April 2003 entered
into by the Lenders, the Agent, the Hermes
Agent, the Trustee, the Commercial Loan
Lenders, the Commercial Loan Agent and the
Commercial Loan Trustee whereby the Agent
and the Hermes Agent will be appointed as
agents of the Lenders, the Commercial Loan
Agent will be appointed as agent of the
Commercial Loan Lenders and the Trustee and
the Commercial Loan Trustee will be
appointed as trustees for the Agent, the
Hermes Agent, the Lenders, the Commercial
Loan Agent and the Commercial Loan Lenders;Agreement
    
    means this agreement;
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##### 



Applicable Interest Rate
    
    means, until (but excluding) the Conversion
Date, the applicable Floating Interest Rate
and, thereafter, the Fixed Rate subject to
Clause 5.12 and Clause 6;Apollo
    
    means the Fund and any Fund Affiliate;Apollo-Related Transactions
    
    means the transactions described in
Schedule 9;Apollo Transaction
Documents
    
    means the Subscription Agreement, the
Shareholders Agreement and the
Reimbursement Agreement;Arrasas
    
    means Arrasas Limited of International
House, Castle Hill, Victoria Road, Douglas,
Isle of Man IM2 4RB, British Isles;Associated Company
    
    in relation to any company, means any
company which is a Subsidiary or Holding
Company of that company or the majority of
whose shares are beneficially owned by the
same person or persons as own the majority
of the shares of that company;Builder
    
    means Lloyd Werft Bremerhaven GmbH (in
receivership) of Brückenstrasse 25, P O Box
120542, 27519 Bremerhaven, Federal Republic
of Germany, the shipbuilder completing the
Vessel pursuant to the Building Contract;Building Contract
    
    means the amended and restated shipbuilding
contract dated as of 5 February 2003
between the Borrower and the Builder (being
an amendment and restatement of the
shipbuilding contract dated 28 December
2000 between NCLL and the Builder as
novated by a contract dated 5 February 2003
between NCLL, the Borrower and the Builder)
as amended by a first addendum thereto
dated 7 March 2003, a second addendum
thereto dated 14 March 2003, a third
addendum thereto dated 1 July 2004, a
fourth addendum thereto dated 13 May 2005
and a fifth addendum thereto dated 7 June
2005 for the completion and redelivery of
the Vessel and Specification No 4-00910
dated 5 February 2003;Building Contract, Refund
Guarantee and Performance
Guarantees Assignment
    
    means the valid and effective first legal
assignment of the benefit of the Building
Contract, the Refund Guarantee and the
Performance Guarantees executed by the
 20




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##### 



Borrower in favour of the Trustee (together
with the notices and acknowledgements
thereof) on 22 April 2003, such assignment,
notices and acknowledgements being in the
form and on the terms and conditions
required by the Agent and agreed on the
signing of the Original Loan Agreement and
as specified in paragraph 32 of Schedule 4;Business Day
    
    means any day on which, in a country where
any act or thing is required to be done
hereunder or under the Building Contract,
in the case of any payment to be made to
the Builder thereunder, banks and financial
markets and, if applicable, TARGET are open
for the transaction of business of the
nature contemplated by this Agreement;Certified Copy
    
    means, in relation to any document
delivered or issued by or on behalf of any
company, a copy of such document certified
as a true, complete and up-to-date copy of
the original by any of the directors or the
secretary or assistant secretary for the
time being of that company;Charge
    
    means the charge over the Shares to be
given by the Shareholder as holder (legally
and beneficially) of the Shares to the
Trustee pursuant to the Charge Option;Charge Option
    
    means the option to take the Charge to be
given by the Shareholder to the Trustee on
or before the Effective Date (as such term
is defined in the third supplemental deed
to this Agreement), such option and the
Charge being in the form and on the terms
and conditions required by the Agent and
the Hermes Agent;Commercial Loan
    
    means the loan in the Equivalent Amount (as
defined in the Commercial Loan Agreement)
of up to forty million Euro
(40,000,000) to be made by the
Commercial Loan Lenders to the Borrower
pursuant to the Commercial Loan Agreement;Commercial Loan Agent
    
    means HSBC Bank plc of 8 Canada Square,
London E14 5HQ as agent for the Commercial
Loan Lenders;Commercial Loan Agreement
    
    means the loan agreement dated 4 April 2003
and to be amended and restated by a first
supplemental agreed thereto dated 20 April
 21




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##### 



2004 between, among others, the Borrower,
the Commercial Loan Lenders, the Commercial
Loan Agent and the Commercial Loan Trustee
in respect of the Commercial Loan;Commercial Loan Lenders
    
    means Commerzbank Aktiengesellschaft,
Bremen Branch, HSBC Bank plc and KfW
(formerly known as Kreditanstalt für
Wiederaufbau);Commercial Loan Security
Documents
    
    means the Security Documents (as defined in
the Commercial Loan Agreement);Commercial Loan Trustee
    
    means HSBC Bank plc of 8 Canada Square,
London E14 5HQ as trustee for the
Commercial Loan Lenders;Commitment Period
    
    means the period beginning on 4 April 2003
and ending on the date on which the
Facility is drawn down in full or cancelled
hereunder;Commitment
    
    means, as to each Lender, the sum set out
opposite its name in Schedule 2 as the
amount which, subject to the terms of this
Agreement, it is obliged to advance to the
Borrower under Clause 2 (or, where the
context so admits, such amount which any
successor in title, assignee or transferee
(including any Transferee) of any Lender
shall be obliged to advance to the Borrower
under Clause 2, following the assumption of
all or any portion of such liability from
any Lender hereunder) in each case as such
amount may be reduced, cancelled or
terminated under this Agreement;Completion Period
    
    means the period beginning on 4 April 2003
and ending on the Redelivery Date;Compulsory Acquisition
    
    means requisition for title or other
compulsory acquisition of the Vessel
including its capture, seizure, detention
or confiscation or expropriation but
excluding any requisition for hire by or on
behalf of any government or governmental
authority or agency or by any persons
acting or purporting to act on behalf of
any such government or governmental
authority or agency;Confidentiality Undertaking
    
    means the undertaking to be entered into
relating to the release of financial
information pertaining to the Group by the
Agent, the Trustee or any Lender to a
potential Transferee
 22




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##### 



or assignee such
undertaking to be in the form of Schedule 5;Construction Risks
Insurance Assignment
    
    means the valid and effective first
priority assignment of the Insurances
(together with the notice thereof),
executed by the Builder in respect of the
Vessel in favour of the Trustee on 22 April
2003, such assignment and notice being in
the form and on the terms and conditions
required by the Agent and the Hermes Agent
and agreed on the signing of the Original
Loan Agreement and as specified in
paragraph 33 of Schedule 4;Contract Price
    
    means three hundred and six million five
hundred and fifty thousand Euro
(306,550,000) being the price agreed
between the Builder and the Borrower for
the completion of the Vessel under clause
11.1 of the Building Contract;Contribution
    
    means as to each Lender the sum set out
opposite its name in Schedule 2 as the
amount which it is obliged to advance to
the Borrower under Clause 2 or, as the case
may be, the portion of such sum so advanced
and for the time being outstanding;Conversion
    
    means the conversion of the method of
calculating interest from the Floating
Interest Rate to the Fixed Rate;Conversion Date
    
    has the meaning ascribed to that term in
Clause 5.3.2;Co-ordination Deed
    
    means the deed dated 4 April 2003 made
between the Trustee, the Agent, the
Commercial Loan Trustee, the Commercial
Loan Agent and the Borrower in relation to
certain of the Security Documents and the
Commercial Loan Security Documents;Currency Conversion Date
    
    means a date on which the Euro Loan at that
date is converted to Dollars being a
Pre-Redelivery Interest Payment Date or an
Interest Payment Date;Disclosure Letter
    
    means the letter so designated given by the
Borrower and acknowledged by the Agent
(acting on the instructions of the Lenders)
on the date of the First Supplemental
Agreement;
 23




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##### 



Document of Compliance
    
    means a document issued to the Vessel
operator as evidence of its compliance with
the requirements of the ISM Code;Dollars and USD
    
    means the lawful currency of the United
States of America;Dollar Loan
    
    means the aggregate amount of the Portions
or any part thereof denominated in Dollars
or (as the context may require) the amount
thereof for the time being drawn down
and/or denominated in Dollars and
outstanding hereunder;Drawdown Date
    
    means a date being a Business Day on which
a part of a Portion is drawn down pursuant
to Clause 2.3;Drawdown Notice
    
    means any of the notices to be given by the
Borrower to the Agent pursuant to
Clause 2.3.1;Earnings
    
    means, in respect of the Vessel, (whether
earned or to be earned) any and all
freights, hire and passage monies, proceeds
of requisition (other than proceeds of
Compulsory Acquisition), rebates and
commissions, all earnings deriving from
contracts of affreightment, pooling
agreements, joint ventures, compensation,
remuneration for salvage and towage
services, damages howsoever arising and
detention monies, damages for breach of any
charterparty or other contract for the
employment of the Vessel, any amounts
payable in consideration of the termination
or variation of any charterparty or other
such contract, any sums payable or
repayable by the Builder under the Building
Contract, any reduction in the Hermes
Premium repaid by Hermes to the Borrower
and any other earnings whatsoever due or to
become due to the Borrower;Earnings Assignment
    
    means the valid and effective first legal
assignment of the Earnings (together with
the notice thereof and the
acknowledgement), executed by the Borrower
in respect of the Vessel in favour of the
Trustee and the Commercial Loan Trustee on
22 April 2003, such assignment, notice and
acknowledgement being in the form and on
the terms and conditions required by the
Agent, the Hermes
 24




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##### 



Agent and the Commercial
Loan Agent and agreed on the signing of the
Original Loan Agreement and as specified in
paragraph 31 of Schedule 4;Eighth Supplemental Deed
    
    means the eighth supplemental deed dated
21 December 2007 to this Agreement;Election Date
    
    has the meaning ascribed to that term in
Clause 5.3.2;Encumbrance
    
    means any mortgage, charge, pledge, lien,
assignment, hypothecation, title retention,
preferential right or trust arrangement or
any other security agreement or
arrangement;Equivalent Amount
    
    means the Dollar equivalent of (i) each
amount payable in Euro by the Borrower to
the Builder under the Building Contract or
payable to the Borrower in reimbursement of
the Hermes Premium and to be drawn down
hereunder in Dollars or (ii) the Euro Loan
on a Currency Conversion Date, in each case
determined at HSBC Bank plcs spot rate for
conversion of Dollars to Euro at 10.00 a.m.
London time two (2) Business Days prior to
the relevant Drawdown Date or the relevant
Currency Conversion Date (as the case may
be);EURIBOR
    
    means with respect to any Pre-Delivery
Interest Period or Interest Period and with
respect to the Euro Loan the rate of
interest (expressed as an annual rate)
determined by the Agent to be:(i)  the offered rate for deposits in Euro
for a period equivalent to such
Pre-Delivery Interest Period or Interest
Period which appears on the page of the
Reuters screen which displays the average
EURIBOR rate as agreed with EURIBOR FBE for
deposits in Euro of the relevant amount at
or about 11.00 a.m. London time on the
Quotation Date; or(ii)  if no rate is provided for the
respective Pre-Delivery Interest Period or
Interest Period on the said Reuters screen,
the interpolated rate per annum for
deposits in Euro in an amount approximately
equal to the Euro Loan as calculated by the
Agent, such
 25




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##### 



interpolated rate to be based
on the said Reuters screen PROVIDED THAT
EURIBOR for periods of less than one (1)
week will be ascertained under sub-section
(iii) below;or (if the said Reuters screen is
discontinued or if the Agent is unable to
make the said determination due to
technical breakdown in the relevant system
or the Pre-Delivery Interest Period or
Interest Period is less than one (1) week)(iii)  the arithmetic mean (rounded upwards,
if necessary, to the nearest one-sixteenth
of one per cent (1/16%)) of the rates per
annum notified to the Agent by each of the
Reference Banks as the rate at which
deposits in Euro in an amount approximately
equal to the Euro Loan are offered to such
Reference Bank by leading banks in the
London Interbank market at such Reference
Banks request at or about 11.00 a.m.
London time on the Quotation Date for a
period equal to the Pre-Delivery Interest
Period or Interest Period and for delivery
on the first Business Day thereof;EURIBOR FBE
    
    means the Banking Federation of the
European Union;Euro and 
    
    means the lawful currency of the Federal
Republic of Germany;Euro Loan
    
    means the aggregate amount of the Portions
or any part thereof denominated in Euro or
(as the context may require) the amount
thereof for the time being drawn down and
outstanding hereunder;Event of Default
    
    means any of the events specified in
Clause 11;Facility
    
    means the loan facility granted hereunder
being in the Equivalent Amount (in
aggregate) of up to two hundred and fifty
eight million Euro (258,000,000),
subject to Clause 2.5;Financial Indebtedness
    
    means any obligation for the payment or
repayment of money, whether as principal or
as surety and whether present or future,
actual or contingent;
 26




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##### 



First Drawdown Date
    
    means the date on which Tranche 1 and
Portion 2 or part thereof is drawn down and
applied in accordance with Clause 2.2.1 and
Clause 2.2.2;First Pre-Redelivery
Mortgage
    
    means the first priority abstract
acknowledgement of debt and mortgage
(Abstraktes Schuldversprechen und
Schiffshypothekenbestellungsurkunde) and
part submission (Unterwerfung unter die
sofortige Zwangsvollstreckung) dated
17 April 2003, granted by the Borrower over
the Vessel in favour of the Trustee as
security pursuant hereto during the
Completion Period, such abstract, mortgage
and submission being in the form and on the
terms and conditions required by the Agent
and the Hermes Agent and agreed on the
signing of the Original Loan Agreement and
as specified in paragraph 30 of Schedule 4;First Supplemental
Agreement
    
    means the first supplemental agreement
dated 20 April 2004 to the Original Loan
Agreement;Fixed Rate
    
    means the fixed rate of interest agreed
jointly by the Borrower and each of the
Lenders at or about 11.00 a.m. London time
on the Quotation Date prior to the
Conversion Date payable, subject to Clause
5.8, on each Interest Payment Date during
the Fixed Rate Period;Fixed Rate Period
    
    means the period starting on (and
including) the Conversion Date and ending
on the final Repayment Date;Floating Interest Rate
    
    means for each Pre-Redelivery Period and
Interest Period selected pursuant to
Clause 5.3.1 the aggregate of LIBOR or
EURIBOR (as the case may be) and the
Margin;Force Majeure
    
    means, in relation to the Agent, the Hermes
Agent, the Trustee or any Lender, any event
or circumstance which is beyond the
reasonable control of such party, which
cannot be foreseen or if foreseeable which
is unavoidable, which occurs after the date
of this Agreement and which prevents that
party from performing any of its
obligations under this Agreement;
 27




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##### 



Fund
    
    means Apollo Management VI, LP a Delaware
limited partnership with its principal
place of business at 9 West 57th
Street, 43rd Floor, New York, NY
10019, United States of America and other
affiliated co-investment partnerships;Fund Affiliate
    
    means the Investors and (i) each other
Affiliate (as defined in Schedule 9) of the
Fund that is neither a portfolio company
(which means a company actively engaged in
providing goods to unaffiliated customers),
whether or not controlled, nor a company
controlled by a portfolio company and (ii)
any individual who is a partner or employee
of Apollo Management, LP, Apollo Management
IV, LP or Apollo Management V, LP;GAAP
    
    means generally accepted accounting
principles in the United States of America
consistently applied (or, if not
consistently applied, accompanied by
details of the inconsistencies) including,
without limitation, those set forth in the
opinion and pronouncements of the
Accounting Principles Board of the American
Institute of Certified Public Accountants
and statements and pronouncements of the
Financial Accounting Standards Board;Group
    
    means Star and its Subsidiaries;Guarantee
    
    means the guarantee executed by the
Guarantor in favour of the Trustee and the
Commercial Loan Trustee on the Restatement
Date, such guarantee to be in the form and
on the terms and conditions required by the
Agent, the Hermes Agent and the Commercial
Loan Agent and agreed on the date of the
First Supplemental Agreement;Guarantor
    
    means NCL Corporation Ltd. of Milner House,
18 Parliament Street, Hamilton HM 12,
Bermuda and with its principal place of
business at 7665 Corporate Center Drive,
Miami, Florida 33126, United States of
America;Hermes
    
    means Euler Hermes Kreditversicherungs-AG
of Friedensallee 254, 22763 Hamburg,
Federal Republic of Germany;
 28




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##### 



Hermes Cover
    
    means the guarantee from the Federal
Republic of Germany acting through Hermes
for the period of the transaction in the
amount and on the terms and conditions
required by the Lenders;Hermes Premium
    
    means the amount payable by the Borrower to
Hermes through the Hermes Agent in respect
of the Hermes Cover;Holding Company
    
    has the meaning defined in the Companies
Act 1985, Section 736 as substituted by the
Companies Act 1989, Section 144;IOL
    
    means Inter-Ocean Limited of International
House, Castle Hill, Victoria Road, Douglas,
Isle of Man IM2 4RB, British Isles;ISM Code
    
    means the International Management Code for
the Safe Operation of Ships and for
Pollution Prevention adopted by the
International Maritime Organisation;ISPS Code
    
    means the International Ship and Port
Facility Security Code adopted by the
International Maritime Organisation;Incident
    
    means the incident which occurred during
the night of 13/14 January 2004 when the
Vessel went aground at the Builders pier;Indebtedness for Borrowed
Money
    
    means Financial Indebtedness (whether
present or future, actual or contingent,
long-term or short-term, secured or
unsecured) in respect of:(i)    moneys borrowed or raised;(ii)   the advance or extension of credit
(including interest and other charges on or
in respect of any of the foregoing);(iii)  the amount of any liability in
respect of leases which, in accordance with
GAAP, are capital leases;(iv)  the amount of any liability in respect
of the purchase price for assets or
services payment of which is deferred for a
period in excess of one hundred and eighty
(180) days;(v)   all reimbursement obligations whether
 29




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contingent or not in respect of amounts
paid under a letter of credit or similar
instrument; and(vi)  (without double counting) any
guarantee of Financial Indebtedness falling
within paragraphs (i) to (v) above;PROVIDED THATthe following shall not constitute Indebtedness for Borrowed Money:(a)  loans and advances made by other
members of the NCLC Group which are
subordinated to the rights of the Lenders;
and(b)  loans and advances made by any
shareholder of the Guarantor which are
subordinated to the rights of the Lenders;Instalment
    
    means the amount of principal of the Loan
repayable on a Repayment Date in accordance
with Clause 3;Insurance Assignment
    
    means the valid and effective first legal
assignment of the Insurances (together with
the notice thereof), to be executed by the
Borrower in respect of the Vessel in favour
of the Trustee and the Commercial Loan
Trustee, such assignment and notice to be
in the form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Commercial Loan Agent and agreed on the
signing of the Original Loan Agreement and
as specified in paragraph 47 of Schedule 4;Insurance Proceeds Account
Charge
    
    means the charge dated 25 June 2004 over
the account of Mr Wolfgang van Betteray
Dipl.-Kfm., the custodian (Sachwalter) of
the Builder (in insolvency) with
Commerzbank Aktiengesellschaft, Bremen
Branch into which the proceeds of the
Insurances in respect of the Incident will
be paid, given by the said Mr Wolfgang van
Betteray Dipl.-Kfm. in favour of the
Trustee, such charge being in the form and
on the terms and conditions required by the
Agent and the Hermes Agent;Insurance Settlement
Agreement
    
    means the agreement dated 25 June 2004
between Basler Securitas
Versicherungs-Aktiengesellschaft (for
itself and as leading
 30




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##### 



underwriter in the
name of and on the account of the
co-insurers of the Vessel), the Builder and
the Borrower in relation to the proceeds of
the Insurances in respect of the Incident;Insurances
    
    means all policies and contracts of
insurance (including construction risks
insurance under the Building Contract) and
entries of the Vessel in a protection and
indemnity or war risks association which
are effected in respect of the Vessel, its
freights, disbursements, profits or
otherwise and all benefits, including all
claims and returns of premiums thereunder
and shall also include all compensation
payable by virtue of Compulsory
Acquisition;Interest Exchange
Arrangement
    
    means such interest rate arrangements as a
Lender shall deem necessary to make in
respect of its Contribution in order to
offer the Fixed Rate to the Borrower;Interest Payment Date
    
    means the last day of each Interest Period
and each Repayment Date occurring during an
Interest Period or the Fixed Rate Period;Interest Period
    
    means each period ascertained in accordance
with Clause 5.3 or Clause 5.12 other than a
Pre-Redelivery Interest Period;Interest Rate
    
    means the rate(s) of interest applicable to
the Loan calculated in accordance with
Clause 5.10, Clause 5.12 or Clause 6.3;Investor I
    
    means NCL Investment Ltd. a company
organised and existing under the laws of
Bermuda with its registered office at
Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda;Investor II
    
    means NCL Investment II Ltd. a company
organised and existing under the laws of
the Cayman Islands with its registered
office at c/o Walkers SPV Limited, Walker
House, 87 Mary Street, George Town, Grand
Cayman KY1-9002, Cayman Islands, British
West Indies;Investors
    
    means Investor I and Investor II;LIBOR
    
    means with respect to any Pre-Redelivery
Interest Period or Interest Period and with
respect to the Dollar Loan the rate of
interest (expressed as an annual rate)
determined by the Agent to be:
 31




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(i)    the offered rate for deposits in
Dollars for a period equivalent to such
Pre-Redelivery Interest Period or Interest
Period which appears on the Reuters BBA
Page LIBOR 01 at or about 11.00 a.m. London
time on the Quotation Date; or(ii)   if no rate is provided for the
respective Interest Period on the Reuters
BBA Page LIBOR 01, the interpolated rate
per annum for deposits in Dollars in an
amount approximately equal to the Dollar
Loan as calculated by the Agent, such
interpolated rate to be based on the
Reuters BBA Page LIBOR 01 PROVIDED THAT
LIBOR for periods of less than one (1) week
will be ascertained under sub-section (iii)
below;or (if Reuters BBA Page LIBOR 01 is
discontinued or if the Agent is unable to
make the said determination due to
technical breakdown in the relevant system
or the Pre-Redelivery Interest Period or
Interest Period is less than one (1) week)(iii)  the arithmetic mean (rounded upwards,
if necessary, to the nearest one-sixteenth
of one per cent (1/16%)) of the rates per
annum notified to the Agent by each of the
Reference Banks as the rate at which
deposits in Dollars in an amount
approximately equal to the Dollar Loan are
offered to such Reference Bank by leading
banks in the London Interbank market at
such Reference Banks request at or about
11.00 a.m. London time on the Quotation
Date for a period equal to the
Pre-Redelivery Interest Period or Interest
Period and for delivery on the first
Business Day thereof;Loan
    
    means the aggregate principal amount of the
Dollar Loan and the Euro Loan or (as the
context may require) the amount thereof for
the time being drawn down and outstanding
hereunder;
 32




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##### 



Management Agreement
    
    means the agreement to be entered into
between the Borrower and the Manager
providing for the ship management and
crewing services of the Vessel, such
agreement to be in the form and on the
terms and conditions required by the Agent;Management Agreement
Assignment
    
    means the valid and effective first legal
assignment of the Management Agreement
(together with the notice thereof and the
acknowledgement), to be executed by the
Borrower in favour of the Trustee and the
Commercial Loan Trustee, such assignment,
notice and acknowledgement to be in the
form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Commercial Loan Agent;Manager
    
    means NCL America Inc. of Corporation Trust
Center, 1209 Orange Street, Wilmington,
Delaware 19801, United States of America,
the company providing technical ship
management and crewing services for the
Vessel pursuant to the Management
Agreement;Margin
    
    means the rate of nought point seven five
per cent (0.75%) per annum;Month
    
    means a period starting on one day in a
calendar month and ending on the
numerically corresponding day in the next
calendar month save that, where any such
period would otherwise end on a day which
is not a Business Day, it shall end on the
next Business Day, unless that day falls in
the calendar month succeeding that in which
it would otherwise have ended, in which
case it shall end on the preceding Business
Day PROVIDED THAT, if a period starts on
the last Business Day in a calendar month
or if there is no numerically corresponding
day in the month in which that period ends,
that period shall end on the last Business
Day in that later month;Mortgage
    
    means any of the First Pre-Redelivery
Mortgage, the Second Pre-Redelivery
Mortgage or the Post Redelivery Mortgage;NCLC Fleet
    
    means the vessels owned by the companies in
the NCLC Group;NCLC Group
    
    means the Guarantor and its Subsidiaries;
 33




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##### 



NCL International
    
    means NCL International, Ltd. of Milner House, 18 Parliament street, Hamilton HM 12, Bermuda;NCLL
    
    means Norwegian Cruise Line Limited of
Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;Notice of Fixed Rate
    
    means a notice in the form of Schedule 7;Obligors
    
    means the Borrower, the Guarantor, the
Manager, the Sub-Agent, the Supervisor, the
Shareholder and any other party from time
to time to any of the Security Documents
excluding the Builder, Mr Wolfgang van
Betteray Dipl.-Kfm., Hermes, the Arrangers,
the Trustee, the Agent, the Hermes Agent,
the Lenders, the Commercial Loan Trustee,
the Commercial Loan Agent and the
Commercial Loan Lenders;Office
    
    means in respect of the Agent, the Hermes
Agent, the Trustee and each Lender its
office at the address set out beneath its
name in Schedule 2 or such other office as
it shall from time to time select and
notify through the Agent to the Borrower;Original Loan Agreement
    
    means this Agreement as executed on 4 April
2003 (prior to, inter alia, its amendment
and restatement pursuant to the First
Supplemental Agreement);Outstanding Indebtedness
    
    means all sums of any kind payable actually
or contingently to the Trustee, the Agent,
the Hermes Agent or the Lenders under or
pursuant to this Agreement or any
Transaction Document (whether by way of
repayment of principal payment of interest
or default interest payment of any
indemnity or counter indemnity
reimbursement for fees, costs or expenses
or otherwise howsoever);Performance Guarantees
    
    means the Pre-Redelivery Guarantee and the
Post Redelivery Guarantee;Permitted Indebtedness
    
    means monies borrowed or raised other than
from any direct or indirect shareholder of
the Guarantor for the purpose of acquiring
a vessel, or refinancing a vessel, for a
member of the NCLC Group:(i)    prior to the date of this Agreement and
 34




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##### 



notified by the Borrower to the Agent prior
to the date of this Agreement;(ii)    hereunder;(iii)   after the date of this Agreement,
subject to the provisions of this
Agreement, at arms length on usual terms
and subject to the Borrower first notifying
the Agent with full details of the
amount(s) to be borrowed or raised and the
Encumbrances to be created to secure the
repayment of such monies; and(iv)    Permitted Refinancing Indebtedness;Permitted Liens
    
    means (i) any Encumbrance created by or
pursuant to the Security Documents (ii)
liens on the Vessel up to an aggregate
amount at any time not exceeding [*] for current
crews wages and salvage and liens incurred
in the ordinary course of trading the
Vessel (iii) the Commercial Loan Security
Documents (iv) any deposits or pledges to
secure the performance of bids, tenders,
bonds or contracts (v) any other
Encumbrance notified by any of the Obligors
to the Agent prior to 4 April 2003 (vi)
subject to Clause 10.8, any Encumbrances in
respect of existing Financial Indebtedness
of a person which becomes a Subsidiary of
the Guarantor or is merged with or into the
Guarantor or any of its Subsidiaries (vii)
liens on assets leased, acquired or
upgraded after the Restatement Date or
assets newly constructed or converted after
the Restatement Date provided that (a) such
liens secure Financial Indebtedness
otherwise permitted under this Agreement
(b) such liens are incurred within one (1)
year following such lease, acquisition,
upgrade, construction or conversion and (c)
the Financial Indebtedness secured by such
liens does not exceed the cost of such
upgrade or the cost of such assets acquired
or leased (viii) statutory and other
similar liens arising in the ordinary
course of business unrelated to Financial
Indebtedness and securing obligations not
yet delinquent or which are being contested
in good faith by appropriate proceedings
and for which adequate reserves have been
established (ix) subject to Clause 11.1.9,
liens arising out of
 35




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##### 



the existence of
judgments or awards in respect of the
Guarantor or any of its Subsidiaries (x)
any other lien that may be created by the
Guarantor from time to time in the ordinary
course of business and (xi) any deposits,
liens or other Encumbrances placed or
incurred in connection with any bond or
other surety from time to time provided to
the US Federal Maritime Commission in order
to comply with laws, regulations and rules
applicable to the operators of passenger
vessels operating to or from ports in the
United States of America PROVIDED THATthe
aggregate amount of all cash and the fair
market value of all other property subject
to such liens as are described in
paragraphs (viii) to (x) above does not
exceed [*] and
PROVIDED FURTHER THATany such lien as is
described in paragraphs (vii) to (x) above
does not imperil the security created by
any of the Security Documents and/or affect
the ability of any Obligor duly to perform
any of its obligations under any Security
Document to which it is or may be a party
at any time, in each case in the opinion of
the Agent;Permitted Refinancing
Indebtedness
    
    means any monies borrowed or raised at
arms length on usual terms and other than
from any direct or indirect shareholder of
the Guarantor which are used to refinance
any Permitted Indebtedness including any
Permitted Refinancing Indebtedness;Portion
    
    means any of Portion 1, Portion 2 or
Portion 3;Portion 1
    
    means the aggregate principal amount of the
Tranches or (as the context may require)
the amount thereof for the time being drawn
down and outstanding hereunder in whatever
currency or currencies it is for the time
being denominated;Portion 2
    
    means the Equivalent Amount of up to eighty
per cent (80%) of the Hermes Premium,
subject to Clause 2.5, or (as the context
may require) the amount thereof for the
time being drawn down and outstanding
hereunder in whatever currency or
currencies it is for the time being
denominated;Portion 3
    
    means up to eighty per cent (80%) of the
Pre-Redelivery Interest or (as the context
may require) the amount thereof for the
time being
 36




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##### 



drawn down and outstanding
hereunder in whatever currency or
currencies it is for the time being
denominated;Possible Event of Default
    
    means any event which, with the giving of
notice, passage of time or occurrence of
any other event, would constitute an Event
of Default;Post Redelivery Mortgage
    
    means the first preferred ship mortgage to
be granted by the Borrower over the Vessel
and registered at the United States Coast
Guard National Vessel Documentation Center
in favour of the Trustee and the Commercial
Loan Trustee as security pursuant hereto
and to the Commercial Loan Agreement, such
mortgage to be in the form and on the terms
and conditions required by the Agent, the
Hermes Agent and the Commercial Loan Agent
and agreed on the signing of the First
Supplemental Agreement and as specified in
paragraph 46 of Schedule 4;Post Redelivery Performance
Guarantee
    
    means the irrevocable guarantee of the
obligations of the Builder pursuant to
clause 10 of the Building Contract to be
issued by the Post Redelivery Performance
Guarantor in favour of the Borrower in the
maximum amount of eight million Euro
(8,000,000);Post Redelivery Performance
Guarantor
    
    means JWA Marine GmbH of Bremen, Federal
Republic of Germany;Pre-Redelivery Interest
Payment Date
    
    means the last day of each Pre-Redelivery
Interest Period;Pre-Redelivery Interest
Period
    
    means each period ascertained in accordance
with Clause 5.3 or Clause 5.12 other than
an Interest Period;Pre-Redelivery Interest
    
    means the aggregate of the interest payable
on the Loan on each Pre-Redelivery Interest
Payment Date;Pre-Redelivery Performance
Guarantee
    
    means the irrevocable guarantee of the
obligations of the Builder pursuant to the
Building Contract prior to the Redelivery
Date issued by the Pre-Redelivery
Performance Guarantor in favour of the
Borrower in the maximum amount of twenty
five million Euro (25,000,000) on 16
December 2002 as amended by a first
addendum thereto dated 7 April 2003;
 37




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##### 



Pre-Redelivery Performance
Guarantor
    
    means Securitas Bremer Allgemeine
Versicherungs-AG of Bremen, Federal
Republic of Germany;Process Agent
    
    means Clifford Chance Secretaries Limited
whose registered office is presently at
10 Upper Bank Street, London E14 5JJ or any
other person in England nominated by the
Borrower, any other Obligor or the Builder
and approved by the Agent as agent to
accept service of legal proceedings on
their behalf under any of this Agreement
and the other Security Documents;Quotation Date
    
    means, in relation to any Pre-Redelivery
Interest Period or Interest Period, unless
otherwise agreed with the Lenders and the
Hermes Agent, the day on which quotations
would ordinarily be given in the relevant
interbank eurocurrency market for Dollar or
Euro (as the case may be) deposits for
delivery on the first day of that
Pre-Redelivery Interest Period or Interest
Period PROVIDED THATif such quotation date
is not a Business Day the quotation date
shall be the preceding Business Day;Redelivery Date
    
    means the date on which the Vessel is
redelivered to and accepted by the Borrower
pursuant to the Building Contract;Reference Banks
    
    means Commerzbank Aktiengesellschaft and
HSBC Bank plc;Refund Guarantee
    
    means the irrevocable guarantee of the
obligations of the Builder pursuant to the
Building Contract issued by the Refund
Guarantors in favour of the Borrower in the
maximum amount of [**] on 31 March 2003;Refund Guarantors
    
    means KfW (formerly known as Kreditanstalt
für Wiederaufbau) of Frankfurt am Main,
Federal Republic of Germany and Commerzbank
Aktiengesellschaft, Bremen Branch of the
Federal Republic of Germany;Reimbursement Agreement
    
    means the reimbursement and distribution
agreement dated 17 August 2007, by and
among Investor I, Star and the Guarantor;
 38




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##### 



Repayment Dates
    
    means the last day of each of the twenty
four (24) consecutive periods of six (6)
months the first such period commencing on
the Termination Date and the twenty fourth
such period terminating twelve (12) years
thereafter;Restatement Date
    
    has the same meaning as set out in the
First Supplemental Agreement;Reuters BBA Page LIBOR 01
    
    means the display currently designated as
Reuters BBA Page LIBOR 01, which includes
London Interbank Offered Rates of four (4)
major banks, which are members of the
International Swaps and Derivatives
Association, Inc. or such other service as
may be nominated by the British Bankers
Association as the information vendor for
displaying the London Interbank Offered
Rates of major banks in the London
Interbank market;Safety Management
Certificate
    
    means a document issued to the Vessel as
evidence that the Vessels operator and its
shipboard management operate in accordance
with an approved Safety Management System;Safety Management System
    
    means a structured and documented system
enabling the personnel of the Vessels
operator to implement effectively the
safety and environmental protection policy
of that Vessel operator;Same Day Funds
    
    means Dollar funds settled through the New
York Clearing House Interbank Payments
System or Euro funds settled through TARGET
or such other funds for payment in Dollars
or Euro (as the case may be) as the Agent
shall specify by notice to the Borrower as
being customary at the time for the
settlement of international transactions in
New York or Frankfurt am Main (as the case
may be) of the type contemplated by this
Agreement;Second Pre-Redelivery
Mortgage
    
    means the second priority abstract
acknowledgement of debt and mortgage
(Abstraktes Schuldversprechen und
Schiffshypothekenbestellungsurkunde) and
part submission (Unterwerfung unter die
sofortige Zwangsvollstreckung) to be
granted by the Borrower over the Vessel in
favour of the Trustee as security pursuant
hereto during
 39




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##### 



the Completion Period, such
abstract, mortgage and submission being in
the form and on the terms and conditions
required by the Agent and the Hermes Agent
and agreed on the date of the First
Supplemental Agreement;Security Documents
    
    means this Agreement, the Guarantee, the
Hermes Cover, the Building Contract, Refund
Guarantee and Performance Guarantees
Assignment, the Construction Risks
Insurance Assignment, the Supervision
Agreement Assignment, the Management
Agreement Assignment, the Sub-Agency
Agreement Assignment, the Mortgages, the
Charge Option, the Charge, the Earnings
Assignment, the Insurance Assignment and
all such other documents as may be executed
at any time in favour of (among others) the
Trustee, the Hermes Agent and/or any of the
Lenders as security for the obligations of
the Borrower, the other Obligors and the
Builder whether executed pursuant to the
express provisions of this Agreement or
otherwise howsoever;Security Period
    
    means the period beginning on the First
Drawdown Date and ending on the date on
which the amounts outstanding under this
Agreement and under each of the other
Security Documents are finally paid or
repaid in full;Shareholder
    
    means NCL America Holdings, Inc. of
Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United
States of America;Shareholders Agreement
    
    means the shareholders agreement dated
17 August 2007 made or to be made between
Star, the Investors (directly in the case
of Investor I and by way of joinder in the
case of Investor II) and the Guarantor;Shares
    
    means the one thousand (1,000) authorised
and issued shares of common stock in the
Borrower legally and beneficially owned by
the Shareholder;Star
    
    means Star Cruises Limited of Canons
Court, 22 Victoria Street, Hamilton HM 12,
Bermuda;Sub-Agency Agreement
    
    means the agreement to be entered into
between the Manager and the Sub-Agent
 40




---



##### 



providing for the commercial, marketing,
sales and financial services in respect of
the Vessel, such agreement to be in the
form and on the terms and conditions
required by the Agent and agreed on the
date of the First Supplemental Agreement
and as specified in paragraph 51 of
Schedule 4;Sub-Agency Agreement
Assignment
    
    means the valid and effective first legal
assignment of the Sub-Agency Agreement
(together with the notice thereof and the
acknowledgement), to be executed by the
Manager in favour of the Trustee and the
Commercial Loan Trustee, such assignment,
notice and acknowledgement to be in the
form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Commercial Loan Agent and agreed on the
date of the First Supplemental Agreement
and as specified in paragraph 53 of
Schedule 4;Sub-Agent
    
    means NCL (Bahamas) Ltd. of Milner House,
18 Parliament Street, Hamilton HM 12,
Bermuda, the company providing commercial,
marketing, sales and financial services in
respect of the Vessel pursuant to the
Sub-Agency Agreement;Subsidiary
    
    has the meaning defined in the Companies
Act 1985, Section 736 as substituted by the
Companies Act 1989, Section 144;Subscription Agreement
    
    means the subscription agreement dated
17 August 2007 made or to be made between
Star, the Investors (directly in the case
of Investor I and by way of assignment in
the case of Investor II) and the Guarantor;Substitute Basis
    
    means an alternative basis for maintaining
the Loan certified by the Agent pursuant to
Clause 6.3.1;Supervision Agreement
    
    means the agreement dated as of 5 February
2003 entered into between the Borrower and
the Supervisor providing for the completion
supervision of the Vessel, such agreement
being in the form and on the terms and
conditions required by the Agent and agreed
on the signing of the Original Loan
Agreement and as specified in paragraph 11
of Schedule 4;Supervision Agreement
    
    means the valid and effective first legal
assignment of the Supervision Agreement
 41




---



##### 



Assignment
    
    (together with the notice thereof and the
acknowledgement), executed by the Borrower
in favour of the Trustee on 22 April 2003,
such assignment, notice and acknowledgement
being in the form and on the terms and
conditions required by the Agent and the
Hermes Agent and agreed on the signing of
the Original Loan Agreement and as
specified in paragraph 34 of Schedule 4;Supervisor
    
    means Star Cruise Management Limited of
International House, Castle Hill, Victoria
Road, Douglas, Isle of Man IM2 4RB, British
Isles, the company providing construction
supervision for the Vessel pursuant to the
Supervision Agreement;Suspension Notice
    
    means a notice given by the Agent to the
Borrower pursuant to Clause 6.1;TARGET
    
    means trans-European automated real-time
gross settlement express transfer system;Taxes
    
    means all present and future income and
other taxes, levies, imposts, deductions,
compulsory liens and withholdings
whatsoever together with interest thereon
and penalties with respect thereto, if any,
and any payments made on or in respect
thereof and Taxationshall be construed
accordingly;Termination Date
    
    means 6 June 2005;Total Loss
    
    means any actual or constructive or
arranged or agreed or compromised total
loss or Compulsory Acquisition of the
Vessel;Tranche
    
    means Tranche 1, Tranche 2, Tranche 3,
Tranche 4, Tranche 5, Tranche 6, Tranche 7,
Tranche 8 and/or Tranche 9 of Portion 1;Tranche 1
    
    means the Equivalent Amount of twenty two
million three hundred and
[**] being the
amount of [**] of
the Contract Price to be applied in payment
of [**] of the
third pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract to be advanced by the Lenders on a
Drawdown Date by way of their Contributions
thereto;
 42




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##### 



Tranche 2
    
    means the Equivalent Amount of
[**] being the
amount of [**] of
the Contract Price to be applied in payment
of the fourth pre-redelivery instalment due
by the Borrower to the Builder under the
Building Contract to be advanced by the
Lenders on a Drawdown Date by way of their
Contributions thereto;Tranche 3
    
    means the amount of [**] or the Equivalent Amount thereof
being the amount of [**] of the Contract Price to be
applied in payment of the fifth
pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract to be advanced by the Lenders on a
Drawdown Date by way of their Contributions
thereto;Tranche 4
    
    means the amount of [**] or the Equivalent Amount thereof
to be applied in payment of the sixth
pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract to be advanced by the Lenders on a
Drawdown Date by way of their Contributions
thereto;Tranche 5
    
    means the amount of [**] or the Equivalent Amount thereof
to be applied in payment of the seventh
pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract to be advanced by the Lenders on a
Drawdown Date by way of their Contributions
thereto;Tranche 6
    
    means the amount of [**] or the Equivalent Amount thereof
to be applied in payment of the eighth
pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract to be advanced by the Lenders on a
Drawdown Date by way of their Contributions
thereto;Tranche 7
    
    means the amount of up to
[**] or the
Equivalent Amount thereof to be applied in
payment of the ninth pre-redelivery
instalment due by the Borrower to the
Builder under the Building Contract to be
advanced by the Lenders on a Drawdown Date
by way of their Contributions thereto;
 43




---



##### 



Tranche 8
    
    means the amount of up to
[**] or the
Equivalent Amount thereof to be applied in
payment of the tenth pre-redelivery
instalment due by the Borrower to the
Builder under the Building Contract to be
advanced by the Lenders on a Drawdown Date
by way of their Contributions thereto;Tranche 9
    
    means the amount of [**] or the Equivalent Amount thereof
to be applied in payment of the redelivery
instalment due by the Borrower to the
Builder under the Building Contract to be
advanced by the Lenders on the Redelivery
Date by way of their Contributions thereto;Transaction Documents
    
    means the Security Documents, the
Commercial Loan Security Documents, the
Commercial Loan Agreement, the Building
Contract, the Drawdown Notices, the
Supervision Agreement, the Management
Agreement, the Sub-Agency Agreement, the
Refund Guarantee, the Performance
Guarantees, the Insurance Settlement
Agreement, the Co-ordination Deed, the
Agency and Trust Deed and any other
material document now or hereafter issued
in connection with the documents or the
transaction herein referred to and also
including any Interest Exchange
Arrangement;Transfer Certificate
    
    means the certificate attached hereto as
Schedule 6;Transfer Date
    
    means, in relation to any Transfer
Certificate, the date specified in such
Transfer Certificate as the date for the
making of the transfer or, where such
transfer is specified as being subject to
the fulfilment of certain conditions, the
date on which the Agent receives a
certificate from the Lender making the
transfer confirming that all such
conditions have been fulfilled;Transferee
    
    means any reputable bank acceptable to the
Agent and the Borrower which becomes a
party to this Agreement as a Lender
pursuant to Clause 17; andVessel
    
    means the vessel identified with no 7671
and working title Project America at the
yard of the Builder registered in the name
of the Borrower in the Shipbuilding
Register in
 44




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Bremerhaven, Federal Republic
of Germany and upon completion as a one
thousand and seventy five (1,075) cabin
luxury cruise vessel to be redelivered to
the Borrower pursuant to the Building
Contract and re-registered in the name of
the Borrower under the laws and flag of the
United States of America.
 1.2
    
    ConstructionIn this Agreement unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Agreement unless otherwise stated and
references to this Agreement are to be construed as references to this
Agreement including its Schedules;1.2.3
    
    subject to Clause 9.2.21 and Clause 9.1, references to (or to any specified
provision of) this Agreement or any other document other than the Commercial
Loan Agreement or the Commercial Loan Security Documents shall be construed as
references to this Agreement, that provision or that document as from time to
time amended, supplemented, restated and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    references to the Builder shall be disregarded when it has performed in full
all its obligations under the Building Contract and the Security Documents to
which it is a party;1.2.7
    
    words importing the plural shall include the singular and vice versa;1.2.8
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.9
    
    where any matter requires the approval or consent of the Agent or the Trustee
such approval or consent shall not be deemed to have been given unless given in
writing; where any matter is required to be acceptable to the Agent or the
Trustee, the Agent or the Trustee (as the case may be) shall not be deemed to
have accepted such matter unless its acceptance is communicated in writing; the
Agent or the Trustee may give or withhold its consent, approval or acceptance
at its unfettered discretion;
 45




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1.2.10
    
    a certificate by the Agent as to any amount due or calculation made
hereunder shall be conclusive except for manifest error.
 1.3
    
    Agent, Hermes Agent and TrusteeThe Agent and the Hermes Agent will be appointed by the Lenders as agents and the
Trustee will be appointed by the Lenders as trustee under the Agency and
Trust Deed and references herein to the Agent, the Hermes Agent or the Trustee shall
be construed as references to itself, the Agent or the Hermes Agent (if applicable)
and the Lenders. The Borrower shall only communicate with the Lenders under this
Agreement and the other Security Documents through the Agent, the Hermes Agent or
the Trustee (as the case may be) and as hereinafter referred to.
 2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility by way of the Portions. Any
part of the Facility which remains undrawn at close of business in London on
the Termination Date shall be capable of cancellation by the Lenders with the
consent of Hermes.2.1.2
    
    Each Lender shall advance its Contribution to the Portions in the proportion
which its Contribution for the time being bears to the other Contributions of
the Lenders.2.1.3
    
    Neither the Agent nor any other Lender shall be liable for any failure or
delay on the part of any Lender in making any advance hereunder nor shall the
Agent or the Arrangers have any obligation to seek to procure additional
Lenders in the event of such a failure PROVIDED THATif any Lender should fail
to advance its Contribution hereunder, that Lender and the Agent will take all
reasonable steps to mitigate the effect of that failure. Notwithstanding the
aforesaid proviso, neither the Agent nor any Lender shall be obliged to
increase its Contribution hereunder in respect of the failure by any other
Lender(s) to fund its Contribution.
 2.2
    
    Purpose and ApplicationThe purpose of the Facility is set out below.
 2.2.1
    
    Portion 1 shall finance part of the Contract Price. The Borrower shall apply
Tranche 1 in part payment of the third pre-redelivery instalment due to the
Builder under the Building Contract, Tranche 2 in payment of the fourth
pre-redelivery instalment due to the Builder under the Building Contract,
Tranche 3 in payment of the fifth pre-redelivery instalment due to the Builder
under the Building Contract, Tranche 4 in payment of the sixth pre-redelivery
instalment due to the Builder under the Building Contract, Tranche 5 in payment
of the seventh pre-redelivery instalment due to the Builder under the Building
Contract, Tranche 6 in payment of the eighth pre-redelivery instalment due to
the Builder under the Building Contract, Tranche 7 in payment of the ninth
pre-redelivery instalment due to the Builder under the Building Contract,
Tranche 8 in payment of the
 46




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##### 



tenth pre-redelivery instalment due to the Builder
under the Building Contract and Tranche 9 in payment of the redelivery
instalment due to the Builder under the Building Contract;
 2.2.2
    
    Portion 2 shall reimburse the Borrower for up to eighty per cent (80%) of the
Hermes Premium; and2.2.3
    
    Portion 3 shall finance up to eighty per cent (80%) of the total amount of
the Pre-Redelivery Interest payable hereunder and shall be drawn down in the
currency or currencies in which the Loan is for the time being denominated and
the proportion of the interest payable in any currency shall correspond to the
proportion of the Loan denominated in that currency.
 2.3
    
    DrawdownThe Borrower shall only make drawings under any Portion of the Facility if:
 2.3.1
    
    in the case of Portion 1 and Portion 2, the Agent receives at least five (5)
Business Days notice of the Borrowers request for such drawing in the form of
Schedule 3;2.3.2
    
    no Event of Default has occurred before the date of such drawing;2.3.3
    
    no written notice has been received indicating that the Hermes Cover does not
validly exist without restriction;2.3.4
    
    the representations and warranties set out in Clause 9 and each of the other
Security Documents are correct on the date of such drawing;2.3.5
    
    it is then lawful for each of the Lenders to make available its Contribution
to the Facility; and2.3.6
    
    the Agent has been notified by the Commercial Loan Agent that all conditions
precedent to drawdown of the Commercial Loan have been satisfied save for those
which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7,
 PROVIDED THATTranche 1 and Portion 2 shall not be capable of drawing until twenty
per cent (20%) of the Contract Price has been paid by the Borrower to the Builder
and Portion 2 shall not be capable of drawing until the Hermes Premium or the
relevant part thereof has been paid by the Borrower to Hermes through the Hermes
Agent and PROVIDED FURTHER THATthe aggregate of (a) the Euro amount of each amount
of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro
determined at the rate of exchange for Euro against Dollars as determined at HSBC
Bank plcs spot rate at about 10.00 a.m. two (2) Business Days prior to the
Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the
Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in
Euro and (d) the equivalent amount in Euro determined at the rate of exchange for
Euro against Dollars as determined at HSBC Bank plcs spot rate at about 10.00 a.m.
two (2) Business Days prior to the Termination Date of the aggregate of each amount
of Portion 3 drawn down
 47




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##### 



hereunder in Dollars, shall not exceed in total nineteen
million six hundred thousand Euro (19,600,000).
 2.4
    
    Payment of PortionsAll amounts of Portion 1 drawn down hereunder shall be paid to the Builder.All amounts of Portion 2 drawn down hereunder shall be paid to the Borrower in
reimbursement of eighty per cent (80%) of the similar amount paid by the Borrower to
the Hermes Agent for on-payment to Hermes, subject to the further proviso to Clause
2.3.Subject to the further proviso to Clause 2.3, the Borrower hereby consents to the
drawdown on each Pre-Redelivery Interest Payment Date of such amount of Portion 3 as
is required to pay eighty per cent (80%) of the Pre-Redelivery Interest payable on
that Pre-Redelivery Interest Payment Date and to the application of such amount in
payment of such interest.2.5
    
    Currency Option
 2.5.1
    
    The Borrower may by notice in writing served on the Agent not less than five
(5) Business Days prior to a Drawdown Date that occurs after the Restatement
Date request that a Portion or any part thereof be advanced in Euro or in
Dollars.2.5.2
    
    If the Borrower fails to make a request in accordance with Clause 2.5.1 or if
deposits in Euro in the relevant amount and for the relevant duration are not
available to any of the Lenders in the relevant interbank eurocurrency market
in the ordinary course of business to fund its Contribution then with effect
from the relevant Drawdown Date the Portion or any part thereof shall be
advanced in Dollars.2.5.3
    
    The Borrower may by notice in writing served on the Agent not less than five
(5) Business Days prior to a Currency Conversion Date request that the Euro
Loan shall be converted to Dollars on the next Currency Conversion Date for the
duration of the Security Period.2.5.4
    
    On a Currency Conversion Date the Euro Loan at that date shall be repaid by
the Borrower in Euro. However, the Lenders shall on that day readvance that
part of the Euro Loan (due allowance being made for any amounts repaid or
prepaid since the first day of the preceding Pre-Redelivery Interest Period or
Interest Period) on terms that:
 (a)
    
    the proceeds of that readvance shall forthwith
be applied by the Lenders in or towards effecting the said repayment on
behalf of the Borrower so that:
 (i)
    
    the obligation of the Borrower
to make that repayment shall be a notional obligation only
except to the extent that the proceeds of that readvance are
insufficient to make that repayment in full; and
 48




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##### 



(ii)
    
    the obligation of the Lenders
to make that readvance shall be a notional obligation only
except to the extent that the proceeds of that readvance exceed
the amount of that repayment; and
 (b)
    
    the Lenders shall forthwith readvance the
Equivalent Amount of the Euro Loan at that date.
 2.5.5
    
    All losses, damages, expenses, profits or currency risks arising from the
exercise of the currency option contained in this Clause 2.5 shall be for the
account of the Borrower.2.5.6
    
    The conversion of the Euro Loan into Dollars or the operation of this Clause
2.5 shall not constitute or be construed as a prepayment pursuant to the
provisions of Clause 4.2.5.7
    
    Notwithstanding the drawdown of any part of the Loan in Euro or its
subsequent conversion into Dollars it is expressly acknowledged and agreed by
the parties hereto that the Security Documents shall remain in full force and
effect and that they shall stand as security for the Loan in whatever currency
or currencies it is for the time being denominated.
 2.6
    
    Break costs on failure to drawIf for any reason any part of a Portion is not drawn down by the Borrower hereunder
after notice of drawdown has been given to the Agent pursuant to Clause 2.3 in the
case of Portion 1 and Portion 2 or after the relevant Quotation Date in the case of
Portion 3, the Borrower will pay to the Agent for the account of the Lenders such
amount as the Agent may certify as necessary to compensate the Lenders (other than
any Lender whose default has caused the part of the Portion not to be drawn down)
for any loss (including the cost of breaking deposits or re-employing funds
(including warehousing and other related costs)) or any losses under any Interest
Exchange Arrangement and/or any swap agreements or other interest rate management
products entered into by the Lenders for the purpose of this transaction or expense
(including warehousing and other related costs) on account of funds borrowed,
contracted for (whether in Euro or in Dollars) or utilised in order to fund its
Contribution to the part of the Portion. Each Lender shall supply to the Agent a
certificate of break costs which in the absence of manifest error shall be
conclusive as to the amounts due.
 2.7
    
    Conditions of drawdownThe Agent shall not be under any obligation to advance a part of a Portion hereunder
until all the documents and evidence referred to in the relevant part of Schedule 4
are in the possession of the Agent in form and substance satisfactory to it, the
Arrangers, the Lenders and the Hermes Agent.
 49




---



##### 



2.8
    
    Several obligations of the LendersThe obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives in respect of a part of a Portion an amount greater
than the aggregate of the Contributions to that part of a Portion, the Borrower
forthwith upon the demand of the Agent shall pay to the Agent (for the account of
those Lenders whose Contributions were exceeded) the amount certified by the Agent
as representing the excess of the amount paid to the Borrower over the due and
proper amount of the Contributions of the Lenders actually received by the Agent.2.9
    
    Lenders failure to performSubject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor shall any such other party be liable for the failure by such Lender to
perform its obligations hereunder.2.10
    
    Fulfilment of conditions after drawdownIf the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to advance a part of a Portion to the Borrower
hereunder without having received all of the documents or evidence referred to in
the relevant part of Schedule 4, the Borrower will nevertheless deliver the
remaining documents or evidence to the Agent within fourteen (14) days of such
drawing (or such other period as the Agent may stipulate) and the advance of the
Facility shall not be construed as a waiver of the Agents right to receive the
documents or evidence as aforesaid nor shall this provision impose on the Agent or
the Lenders any obligation to permit the drawing in the absence of such documents or
evidence.
 3
    
    Repayment
 3.1
    
    Unless otherwise repaid in accordance with the provisions of this Agreement,
the Borrower hereby agrees to repay the Loan by twenty four (24) equal half yearly
Instalments of principal in the currency or currencies in which the Loan is for the
time being denominated and the proportion of each Instalment payable in any currency
shall correspond to the proportion of the Loan denominated in that currency. The first
such Instalment shall be paid six (6) months from the Termination Date and the
remainder at six (6) monthly intervals.
 4
    
    Prepayment
 4.1
    
    Voluntary prepaymentOn giving at least thirty (30) days prior notice to the Agent, the Borrower may on
the last day of a Pre-Redelivery Interest Period or an Interest Period prepay
(without premium or penalty, subject to Clause 4.8) the whole or any relevant part
of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or
the equivalent amount in Euro (as the case may be) or an integral multiple thereof).
In the case of a prepayment of part of the Loan, the proportion of that part
payable in Dollars or Euro (as the case may be) shall correspond to the proportion
of the Loan denominated in that currency at the prepayment date.
 50




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##### 



4.2
    
    Voluntary prepayment in case of increased costAt any time after any sum payable by the Borrower has been increased under Clause 8
or a Lender has made any claim for indemnification under Clause 8, the Borrower may,
after giving to the Agent five (5) Business Days notice of its intention to do so,
prepay the whole (but not part only) of the Contribution of that Lender, subject to
Clause 4.8, in whatever currency or currencies it is for the time being denominated.4.3
    
    Mandatory prepayment in case of illegality
 4.3.1
    
    If any change in, or in the interpretation or application of, any law,
regulation or treaty shall make it unlawful in any jurisdiction applicable to
any of the Lenders for that Lender to make available or maintain its
Contribution or to give effect to its obligations as contemplated hereby, the
Agent may, by notice thereof to the Borrower, declare that the relevant
Lenders obligations shall be terminated forthwith whereupon (if any of the
Facility has then been advanced) the Borrower shall prepay forthwith to the
relevant Lender its Contribution in whatever currency or currencies it is for
the time being denominated together with interest thereon to the date of such
prepayment and all other amounts due to such Lender under Clause 4.8 and under
the Security Documents (or, if permitted by the relevant law, regulation or
treaty, at the end of the then current Pre-Redelivery Interest Period or
Interest Period).4.3.2
    
    A Lender affected by any provision of Clause 4.3.1 shall promptly inform the
Agent after becoming aware of the relevant change and the Agent shall, as soon
as reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under Clause
4.3.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
change (for example (and if then possible) by changing its Office or
transferring some or all of its rights and obligations under this Agreement to
another financial institution reasonably acceptable to the Borrower and the
Agent). The reasonable costs of mitigating the effect of any such change shall
be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third
parties.
 4.4
    
    Voluntary prepayment following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it
wishes to prepay the Loan, in which event the Borrower shall forthwith prepay the
Loan in whatever currency or currencies it is for the time being denominated
together with interest accrued thereon at the rate specified in the relevant
certificate of Substitute Basis and any break costs in accordance with Clause 4.8.4.5
    
    Prepayment in case of Total Loss of the Vessel
 51




---



##### 



If the Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent within one hundred and fifty (150) days
thereof, by no later than the date which is one hundred and fifty (150) days after
the date of the event giving rise to such Total Loss prepay the Loan in accordance
with Clause 4.7, Clause 4.8 and Clause 12.1.For the purposes of this Clause a Total Loss shall be deemed to have occurred:
 4.5.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time on the actual
date of loss or, if that is not known, on the date on which the Vessel was last
heard of;4.5.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on
the date on which the requisition is expressed to take effect by the person
requisitioning the Vessel; and4.5.3
    
    if it consists of a constructive or compromised or arranged or agreed total
loss or damage to the Vessel rendering repair impracticable or uneconomical or
rendering the Vessel permanently unfit for normal use, at noon Greenwich Mean
Time on the date on which notice claiming the loss of the Vessel is given to
its insurers.
 4.6
    
    Prepayment in case of sale of the VesselIf the Vessel is sold by the Borrower with the prior consent of the Agent (which
consent is not to be unreasonably withheld or delayed PROVIDED THATif an Event of
Default has occurred and the Borrower desires to sell the Vessel by private treaty
at arms length the approval of the Agent may be delayed by up to twenty one (21)
days from the date on which the Borrowers request for approval is received by the
Agent), then, subject to the following provision of this Clause 4.6, the Borrower
will concurrent with completion of the sale prepay the Loan in accordance with
Clause 4.7 and Clause 12.1.If, however, the sale (or transfer) of the Vessel is in connection with an
Apollo-Related Transaction, the Borrower shall give to the Agent not less than
fifteen (15) Business Days notice of the estimated date of sale (or transfer), the
purchaser (or transferee) shall assume all of the obligations and liabilities of the
Borrower under the Transaction Documents (save for the Building Contract and the
Supervision Agreement), in such manner and on the terms and conditions required by
the Agent, the Hermes Agent and their legal advisers (as confirmed by relevant legal
opinions), and the Obligors (other than the Borrower and the Supervisor) shall
re-execute or re-confirm the Security Documents to which they are a party as
security for the obligations of the purchaser (or transferee), in such form and on
the terms and conditions required by the Agent, the Hermes Agent and their legal
advisers (as confirmed by relevant legal opinions).Subject to Clause 4.8, prepayment of the Loan consequent upon the permitted sale of
the Vessel shall absolve the Borrower from any liability to pay prepayment fees or
costs.
 52




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##### 



4.7
    
    Effect of prepaymentAny notice given by the Borrower under Clause 4.1, Clause 4.2 or Clause 4.4 shall be
irrevocable and shall oblige the Borrower to pay to the Agent on account of the
Lenders the amount or amounts therein stated on the date therein stated. No amount
prepaid under this Agreement may be redrawn. Each prepayment under this Agreement
shall be applied in satisfaction of the Borrowers remaining obligations under
Clause 3 in inverse chronological order. Prepayments under this Agreement shall be
made together with accrued interest thereon and the payment of all other sums then
owing under any of the Security Documents.4.8
    
    Break costs on prepaymentIf any repayment or prepayment of the Loan or part thereof is made otherwise than on
the last day of a Pre-Redelivery Interest Period or an Interest Period or, following
Conversion, any repayment or prepayment of the Loan or part thereof is made
otherwise than on the last day of the Fixed Rate Period, the Borrower shall pay to
the Agent on behalf of the Lenders on demand such additional amount as the Agent may
certify (such certificate to contain a calculation thereof in reasonable detail) as
necessary to compensate each of the Lenders for any loss (including the cost of
breaking deposits or re-employing funds (including warehousing and other related
costs)) or any losses under any Interest Exchange Arrangement and/or any swap
agreements or other interest rate management products entered into by the Lenders
for the purpose of this transaction or expense (including warehousing and other
related costs) on account of funds borrowed, contracted for or utilised to fund the
amount so repaid or prepaid provided that each Lender shall pay to the Borrower any
swap breakage gain actually received by the Lender under any Interest Exchange
Arrangement to which it is a party and/or any swap agreements or other interest rate
management products entered into by the Lender for the purpose of this transaction.
 5
    
    Interest
 5.1
    
    Payment of interest prior to the Termination DateFrom the first Drawdown Date in respect of a Portion until the Termination Date, the
Borrower shall pay interest on that Portion in Dollars and/or Euro (as the case may
be) at the Floating Interest Rate applicable for each Pre-Redelivery Interest Period
in respect thereof which interest shall be payable in arrears on each Pre-Redelivery
Interest Payment Date from the application of the amount of Portion 3 drawn down on
that Pre-Redelivery Interest Payment Date (if any) and by the Borrower.For the avoidance of doubt, Portion 3 or any part thereof may only be drawn down
hereunder and applied in payment of interest accrued up to the Termination Date.
 53




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##### 



5.2
    
    Payment of interest from the Termination DateFrom the Termination Date, the Borrower shall pay interest on the Loan at the
Applicable Interest Rate for each Interest Period in respect thereof which interest
shall be payable in arrears on each Interest Payment Date PROVIDED THATif the
current Interest Period does not end on the relevant Interest Payment Date the
Borrower shall only pay the interest accrued during that Interest Period up to but
not including the Interest Payment Date.5.3
    
    Selection and duration of Pre-Redelivery Interest Periods and Interest Periods
 5.3.1
    
    Subject to the other provisions of this Clause 5, the Borrower may give
notice to the Agent to be received by the Agent not later than 9.00 a.m. London
time five (5) Business Days prior to the commencement of each Pre-Redelivery
Interest Period in respect of a Portion or part thereof or Interest Period in
respect of the Loan, specifying whether that interest period is to be of three
(3) or six (6) months duration. Pre-Redelivery Interest Periods shall
commence, in the case of the first in respect of the
first part of Portion 1 and Portion 2 to be drawn down, on the First
Drawdown Date, in the case of the first in respect of the first part of
Portion 3 to be drawn down on the first Pre-Redelivery Interest Payment Date
and, in the case of Pre-Redelivery Interest Periods other than the first in
respect of any Portion or part thereof, on the expiry of the preceding
Pre-Redelivery Interest Period. Interest Periods in respect of the Loan
shall commence, in the case of the first, on the Termination Date and, in
the case of Interest Periods other than the first, on the expiry of the
preceding Interest Period.However, the Agent shall have the right to adjust the length of any
Pre-Redelivery Interest Period for a part of a Portion (other than the first
part to be drawn down) such that it ends on the same date as any existing
Pre-Redelivery Interest Period in respect of that Portion and the first
Pre-Redelivery Interest Period in respect of a Portion such that it ends on
the same date as the current Pre-Redelivery Interest Period of the other
Portions.The final Pre-Redelivery Interest Period in respect of a Portion, the
Portions or any part thereof (as the case may be) shall end on the
Termination Date and the final Interest Period shall end on the final
Repayment Date.5.3.2
    
    Subject to the consent of Hermes and of each of the Lenders remaining in full
force and effect on the date of the Election Notice (as hereinafter defined),
the Borrower may, if no Event of Default has occurred and is continuing and no
Total Loss has occurred, at any time prior to 30 June 2006, elect to convert
the basis upon which interest is calculated hereunder by giving notice (an
Election Notice) to the Agent not less than fifteen (15) Business Days (or
such shorter time as the parties may agree) before the date on which the
Interest Exchange Arrangements are to be entered into (the Election Date) to
request that with effect from an Interest Payment Date on or prior to 30 June
2006 (the Conversion
 54




---



##### 



Date) the rate of interest applicable to the Loan then
outstanding shall be the Fixed Rate.
 5.3.3
    
    The Borrower shall forthwith provide a copy of the Election Notice to the
Guarantor, who shall upon receipt provide a written confirmation to both the
Borrower and the Agent that the Guarantee remains in full force and effect,
PROVIDED ALWAYSthat no Interest Exchange Arrangement will be entered into by a
Lender unless a confirmation satisfactory to the Agent, the Lenders and Hermes
is received from the Guarantor.5.3.4
    
    Any such request under Clause 5.3.2 shall be irrevocable, provided that any
informal request made by the Borrower to the Agent for an indication of the
rates which might be available should the Borrower deliver an Election Notice
shall not be construed as the giving of an Election Notice by the Borrower
pursuant to Clause 5.3.2. The parties hereto agree that not more than two (2)
informal requests may be made.5.3.5
    
    On receipt of an Election Notice from the Borrower pursuant to Clause 5.3.2,
the Agent shall promptly notify the Lenders of such election and of the
applicable Election Date and Conversion Date.
 5.4
    
    ConversionConversion shall only occur if:
 5.4.1
    
    the Euro Loan has been repaid and readvanced in accordance with Clause 2.5.4;5.4.2
    
    the Agent has received an Election Notice;5.4.3
    
    the Agent has received the confirmation from the Guarantor referred to in
Clause 5.3.3;5.4.4
    
    the Agent has received evidence of the Interest Exchange Arrangements
executed by the parties thereto; and5.4.5
    
    the Fixed Rate for the Loan has been determined.
 In the absence of satisfaction of any of the above or any other relevant provision
of Clause 5.3, interest on the Loan shall continue to be calculated
at the Floating Interest Rate.
 5.5
    
    Fixed RateThe Lenders, the Agent and the Borrower agree that as soon as the Fixed Rate shall
have been determined, the Agent shall inform the Borrower by issuing to the Borrower
a Notice of Fixed Rate. Upon such issuance the Borrowers obligation will be to pay
interest on the Loan at the Fixed Rate from the Conversion Date and, until such
date, at the Floating Interest Rate.5.6
    
    Break costs in relation to Conversion
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If an Election Notice has been given to the Facility Agent pursuant to Clause 5.3.2
and Conversion does not occur on the Conversion Date as a result of the relevant
provisions of Clause 5.3, Clause 5.4 and/or Clause 5.5 not being satisfied or
waived, other than as a result of gross negligence or wilful misconduct of the Agent
or any of the Lenders, the Borrower shall pay to the Agent for the account of the
Lenders interest accrued to but excluding the Conversion Date together with such
amount as the Agent may certify (such certificate to contain a calculation thereof
in reasonable detail) as necessary to compensate each of the Lenders for any loss
(including the cost of breaking deposits or re-employing funds (including
warehousing and other related costs)) or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction as a consequence of
Conversion not being made on the Conversion Date.If it is necessary for the Lenders to break deposits or re-employ funds taken or
borrowed to make or maintain such Lenders Contribution to the Portions in whatever
currency or currencies they are for the time being denominated in order for
Conversion to take place on the Conversion Date, the Borrower shall pay to the Agent
for the account of the Lenders interest accrued to but excluding the Conversion Date
together with such amount as the Agent may certify to be necessary to compensate a
Lender for any losses incurred as a consequence of the Pre-Redelivery Interest
Period(s) in respect of the Portions or the Interest Period in respect of the Loan
(as the case may be) being prematurely terminated in order to allow Conversion to
occur on the Conversion Date including, without limitation, any loss (including the
cost of breaking deposits (including warehousing and other related costs)) or
expense (including warehousing and other related costs) on account of funds
borrowed, contracted for or utilised to fund such Lenders Contribution to the Loan
in whatever currency or currencies it is for the time being denominated.5.7
    
    No notice and unavailabilityIf the Borrower fails to select a Pre-Redelivery Interest Period or an Interest
Period in accordance with Clause 5.3 or the Agent certifies that deposits for the
period selected by the Borrower are not available to each of the Lenders in the
ordinary course of business in the relevant interbank eurocurrency market to fund
the relevant Portion or the Loan (as the case may be), the Borrower shall be deemed
to have selected a Pre-Redelivery Interest Period or an Interest Period of six (6)
months (or such other period as the Agent may in its discretion decide).5.8
    
    Separate Interest Periods for InstalmentsIf an Interest Period would otherwise extend beyond any Repayment Date, the Loan
shall be divided into two (2) or more portions. One (1) or more portions will be of
an amount equal to the amount of the Loan required to be repaid on each relevant
Repayment Date and will have an Interest Period of such length as will expire on
that date and the Interest Period relating to the remainder of the Loan will be
determined in accordance with Clauses 5.3 and 5.7.
 56




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5.9
    
    Extension and shortening of Pre-Redelivery Interest Periods or Interest PeriodsIf a Pre-Redelivery Interest Period or an Interest Period would otherwise end on a
day which is not a Business Day, the Pre-Redelivery Interest Period or Interest
Period shall be extended until the next following Business Day unless the next
following Business Day falls in the next calendar month or the Interest Period has
been selected pursuant to Clause 5.3.2 in which case the Interest Period will be
shortened to expire on the preceding Business Day.If a Pre-Redelivery Interest Period or an Interest Period commences on the last
Business Day in a month or if there is no day in the month in which the
Pre-Redelivery Interest Period or Interest Period will end which corresponds
numerically to the day on which it begins, the Pre-Redelivery Interest Period or
Interest Period shall end on the last Business Day in that month.5.10
    
    Applicable Interest Rate
 5.10.1
    
    In respect of Pre-Redelivery Interest Periods or Interest Periods pursuant
to Clause 5.3.1 and subject to Clause 5.12 and Clause 6, the rate of interest
applicable to the Loan (or relevant part in the case of the division of the
Loan under Clause 5.8) during a Pre-Redelivery Interest Period or an Interest
Period shall be the Floating Interest Rate.5.10.2
    
    In respect of Interest Periods pursuant to Clause 5.3.2 and subject to
Clause 5.12 and Clause 6, the rate of interest applicable to the Loan (or
relevant part in the case of the division of the Loan under Clause 5.8) during
an Interest Period shall be the Fixed Rate.
 5.11
    
    Bank basisPre-Redelivery Interest, interest, fees payable pursuant to Clause 13 and any other
payments hereunder of an annual nature shall accrue from day to day and be computed
on the basis of a year of three hundred and sixty (360) days and for the actual
number of days elapsed.5.12
    
    Default interestIf the Borrower fails to pay on the due date any sum due under this Agreement or any
of the other Security Documents to which it may at any time be a party, the Borrower
shall, without affecting any other remedy of the Agent or the Lenders, pay interest
on such sum from the due date to the actual date of payment (as well after as before
judgment). Such interest shall accrue on a daily basis at the higher of the
Applicable Interest Rate fixed for the latest interest period and the rate computed
by the Agent and certified by the Agent to the Borrower as being the aggregate of:
 5.12.1
    
    the Margin plus one per cent (1%); and
 57




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5.12.2
    
    the greater of (a) in the case of the Lenders, the average (rounded upwards
if necessary to the next integral multiple of one-sixteenth of one per cent
(1/16%)) of the respective rates per annum at which each of the Lenders is able
to acquire in accordance with its normal practice deposits in Dollars or Euro
(as the case may be) in successive periods of one (1) month (or for such
shorter period as the Agent may in its absolute discretion select) in the
relevant interbank eurocurrency market in an amount equivalent to or comparable
with its Contribution to such sum, and, in the case of the Agent, the rate per
annum at which it is able to acquire in accordance with its normal practice
deposits in Dollars or Euro (as the case may be) in successive periods of one
(1) month (or for such shorter period as the Agent may in its absolute
discretion select) in the relevant interbank eurocurrency market in an amount
equivalent to such sum, as at approximately 10.00 a.m. London time in the case
of Euro and approximately 11.00 a.m. London time in the case of Dollars on any
relevant day and (b) in the case of the Lenders, the average (rounded upwards
if necessary to the next integral multiple of one-sixteenth of one per cent
(1/16%)) of the cost to each of the Lenders of funding its Contribution to such
sum, and, in the case of the Agent, the cost of funding such sum, such interest
to be compounded at the end of the period selected by the Agent and to be
payable on demand. In the event of LIBOR or EURIBOR (as the case may be) not
being available then the Agent shall in its discretion use the Substitute Basis
for its calculation as set out in Clause 6.3.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbanceNotwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Pre-Redelivery Interest Period or any Interest Period pursuant
to Clause 5.3.1 the Agent shall determine in good faith (which determination shall
be conclusive and binding on the parties hereto) that:
 6.1.1
    
    by reason of circumstances affecting the relevant interbank eurocurrency
market adequate and fair means do not exist for ascertaining the Floating
Interest Rate during such Pre-Redelivery Interest Period or Interest Period
pursuant to Clause 5; or6.1.2
    
    deposits in Dollars or Euro (as the case may be) of equal duration to such
Pre-Redelivery Interest Period or Interest Period will not be available to any
of the Lenders in the relevant interbank eurocurrency market in sufficient
amounts in the ordinary course of business to fund its Contribution during such
Pre-Redelivery Interest Period or Interest Period; or6.1.3
    
    by reason of any material change in applicable law or regulation or of any
change in national or international financial or economic conditions any of the
Lenders is unable to fund or to continue to fund its Contribution during such
Pre-Redelivery Interest Period or Interest Period by deposits obtained in the
relevant interbank eurocurrency market,
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then the Agent shall promptly give a notice (being a Suspension Notice), containing
full particulars thereof in reasonable detail to the Borrower.
 6.2
    
    Suspension of drawdownIf a Suspension Notice is given by the Agent before the advance of any of the
Facility in accordance with Clause 2 then the Agent shall not be obliged to advance
the Facility until notice to the contrary is given by the Agent. During the period
of thirty (30) days from the giving of such Suspension Notice, the Agent and any
Lender affected by the relevant market disturbance shall consult in good faith with
the Borrower with a view to agreeing to an alternative basis for advancing of the
Facility or any relevant part thereof. If such alternative basis is agreed between
the Borrower, the Agent, the relevant Lender or Lenders and Hermes, it shall apply
in accordance with its terms and, if not, the Facility or any relevant part thereof
shall be made available to the Borrower in the other of the currencies of Dollars or
Euro.6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If the Facility or part thereof has been advanced before a Suspension Notice
is given, the Lender or Lenders affected by the relevant market disturbance
shall within thirty (30) days following the date of the Suspension Notice,
certify (through the Agent) in good faith to the Borrower an alternative basis
approved by the Hermes Agent (being the Substitute Basis) for maintaining its
Contribution affected by the relevant market disturbance. Such Substitute
Basis may be retroactive to the beginning of the then current Pre-Redelivery
Interest Period or Interest Period (or Pre-Redelivery Interest Periods or
Interest Periods), and may include an alternative currency or an alternative
method of fixing the Interest Rate (which shall reflect the cost to the
relevant Lender or Lenders of funding its Contribution from other sources plus
the Margin) or alternative Pre-Redelivery Interest Periods or Interest Periods
for the Loan or any relevant part thereof, PROVIDED ALWAYS THATso far as
practicable any such Substitute Basis shall be computed in a manner and for
periods as similar as possible to those provided in Clause 5.6.3.2
    
    Each Substitute Basis so certified shall be binding upon the Borrower, the
Agent and the Lenders and shall be treated as part of this Agreement.
 6.4
    
    ReviewSo long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 6.1 still prevail with
a view to returning to the normal provisions of this Agreement.
 7
    
    Payments
 7.1
    
    Place for paymentAll payments by the Borrower under this Agreement or any of the other Security
Documents to which it may at any time be a party shall be made in Same Day Funds
and:
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7.1.1
    
    if in Dollars to HSBC Bank USA, New York (SWIFT Code MRMDUS33) for the
account of HSBC Bank plc, London (SWIFT Code MIDLGB22), account no 000-023868
in favour of Project and Export Finance, account no 36677449, quoting reference
53M/FC 997 by 10.00 a.m. New York time; and7.1.2
    
    if in Euro to HSBC Bank plc, London (SWIFT Code MIDLGB22), in favour of
Project and Export Finance, account no 36677422, quoting reference 53M/FC 997
by 10.00 a.m. Frankfurt am Main time.
 7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to a Lender or the Agent hereunder in
Dollars or in Euro shall be made free and clear of and without deduction for or
on account of Taxes unless the Borrower is required by law to make such a
payment subject to the deduction or withholding of Taxes, in which case the sum
payable by the Borrower in respect of which such deduction or withholding is
required to be made shall be increased to the extent necessary to ensure that,
after the making of such deduction or withholding, the Lender or the Agent
receives and retains (free from any liability in respect of any such deduction
or withholding) a net sum equal to the sum which it would have received and so
retained had no such deduction or withholding been made or required to be made.7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any Lender or the
Agent on its behalf is required to make any payment on account of Tax (not
being a tax imposed on the net income of its Office by the jurisdiction in
which it is incorporated or in which its Office is located or any other tax
existing and applicable on the date of this Agreement under the laws of any
jurisdiction) on or in relation to any sum received or receivable hereunder by
such Lender or the Agent on its behalf (including, without limitation, any sum
received or receivable under this Clause 7) or any liability in respect of any
such payment is asserted, imposed, levied or assessed against such Lender or
the Agent on its behalf, the Borrower shall, upon demand of the Agent,
indemnify such Lender or the Agent against such payment or liability, together
with any interest, penalties and expenses payable or incurred in connection
therewith, other than interest, penalties, and expenses (a) that accrue during
any periods of time beginning on the thirty first (31st) day (or
such longer period as any Lender may reasonably require) following the day on
which the Lender or the Agent, as applicable, has actual knowledge of the
imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise
imposed or asserted on account of the bad faith or wilful neglect of such
Lender or the Agent. If any Lender proposes to make a claim under the
provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable
detail within thirty (30) days (or such longer period as any Lender may
reasonably require) after becoming aware of the event by reason of which it is
entitled to make its claim or claims the basis of its claim or claims, such
certificate to be conclusive, save for manifest error.7.2.3
    
    Without affecting the Borrowers obligations under Clause 7.2.1 and in
consultation with the Agent, the affected Lender will then take all such
 60




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reasonable steps as may be open to it to mitigate the effect of the event (for
example (if then possible) by changing its Office or transferring some or all
of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the Borrower, Hermes and the Agent). The
reasonable costs of mitigating the effect of any such change shall be borne by
the Borrower save where such costs are of an internal administrative nature and
are not incurred in dealings by any Lender with third parties.7.2.4
    
    Each Lender, on or prior to the date on which such Lender becomes a Lender
hereunder, through the Agent (and from time to time thereafter as required by
applicable law, but only for so long as such Lender is legally entitled to do
so or the Agent is instructed to do so), shall deliver to the Borrower two (2)
duly completed copies of either (a) Internal Revenue Service Form W-8BEN
claiming eligibility of the Lender for benefits of an income tax treaty to
which the United States is a party that reduces the rate of withholding on
interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case
an applicable successor form.7.2.5
    
    No person to which a Lender assigns part or all of its interest under this
Agreement pursuant to Clause 17 shall be entitled to receive any greater
increase in payment under Clause 7.2.1 than the assigning Lender would have
been entitled to receive with respect to the rights assigned unless such
assignment shall have been made at a time when the circumstances giving rise to
such greater payment did not exist. Each assignee shall, on or prior to the
date on which the assignor assigns all or part of its interest to such
assignee, comply with the certification requirements of Clause 7.2.3.
 7.3
    
    Production of receipts for TaxesIf the Borrower makes any payment hereunder in Dollars or in Euro in respect of
which it is required by law to make any deduction or withholding for Taxes, it shall
pay the full amount to be deducted or withheld to the relevant taxation or other
authority within the time allowed for such payment under applicable law and shall
deliver to the Agent within thirty (30) days after they have made such payment to
the applicable authority any original receipt issued by such authority evidencing
the payment to such authority of all amounts so required to be deducted or withheld
from such payment.
 61




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If an additional payment is made under Clause 7.2.1 and any Lender or the Agent on
its behalf determines that it has received or been granted a credit against or
relief of or calculated with reference to the deduction or withholding giving rise
to such additional payment, such Lender or the Agent (as the case may be) shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment and provided that it has received the
cash benefit of such credit, relief or remission, pay to the Borrower such amount as
such Lender or the Agent shall in its reasonable opinion have concluded to be
attributable to the relevant deduction or withholding. Any such payment shall be
conclusive evidence of the amount due to the Borrower hereunder and shall be
accepted by the Borrower in full and final settlement of its rights of reimbursement
hereunder in respect of such deduction or withholding. Nothing herein contained
shall interfere with the right of any Lender and the Agent to arrange their
respective tax affairs in whatever manner they think fit.7.4
    
    Money of accountIf any sum due from the Borrower under this Agreement or any other Security Document
to which it may at any time be a party, or any order or judgment given or made in
relation thereto, has to be converted from the currency (the first currency) in
which the same is payable under such Security Document, order or judgment into
another currency (the second currency) for the purpose of:
 7.4.1
    
    making or filing a claim or proof against the Borrower;7.4.2
    
    obtaining an order or judgment in any court or other tribunal; or7.4.3
    
    enforcing any order or judgment given or made in relation thereto;
 the Borrower shall indemnify and hold harmless the Agent and each of the Lenders
from and against any damages or losses suffered as a result of any discrepancy
between (a) the rate of exchange used to convert the sum in question from the first
currency into the second currency and (b) the rate or rates of exchange at which
each Lender and the Agent (as the case may be) may in the ordinary course of
business purchase the first currency with the second currency upon receipt of a sum
paid to it in satisfaction, in whole or in part, of any such order, judgment, claim
or proof. The above indemnity shall constitute an obligation of the Borrower
separate and independent from its other obligations and shall apply irrespective of
any indulgence granted by the Agent or any of the Lenders.7.5
    
    AccountsThe Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Document,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.
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7.6
    
    EarningsProvided no Event of Default has occurred (following which the Agent shall (inter
alia) be entitled to request the Borrower to give notice pursuant to clause 3 of the
Earnings Assignment and apply such Earnings in accordance with Clause 12.1) such
Earnings shall throughout the Security Period be at the free disposal of the
Borrower.7.7
    
    Continuing securityThe security created by this Agreement and each of the other Security Documents
shall be held by the Trustee and/or the Agent and/or the Lenders and/or the Hermes
Agent as a continuing security for the repayment of the Outstanding Indebtedness and
the security so created shall not be satisfied by any intermediate payment or
satisfaction of any part of the amount hereby or thereby secured or by any amendment
of this Agreement or any of the other Security Documents. Such security shall be in
addition to and shall not in any way be prejudiced or affected by any collateral or
other security now or hereafter held by the Trustee, the Agent, the Lenders, the
Hermes Agent or any of them for all or any part of the amount hereby or thereby
secured or any other right or remedy of the Trustee, the Agent, the Lenders or the
Hermes Agent or any of them under this Agreement or any of the other Security
Documents, by operation of law or otherwise howsoever arising. All the powers
arising from such security may be exercised from time to time as the Trustee and/or
the Agent and/or the Hermes Agent may deem expedient.
 8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costs
  8.1.1
    
    any change in law or in its interpretation or administration; and/or8.1.2
    
    compliance with any request from or requirement of any central bank or other
fiscal, monetary or other authority including but without limitation the Basle
Committee on Banking Regulations and Supervisory Practices whether or not
having the force of law:
 (a)
    
    any of the Lenders incurs a cost as a result of
its performing its obligations under this Agreement and/or its
advancing its Contribution hereunder; or(b)
    
    there is any increase in the cost to any of the
Lenders of funding or maintaining all or any of the advances comprised
in a class of advances formed by or including its Contribution advanced
or to be advanced by it hereunder; or(c)
    
    any of the Lenders incurs a cost as a result of
its having entered into and/or its assuming or maintaining its
commitment under this Agreement; or
 
 63




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(d)
    
    any of the Lenders becomes liable to make any
payment on account of Tax or otherwise (other than Tax on its overall
net income) on or calculated by reference to the amount of its
Contribution advanced or to be advanced hereunder and/or any sum
received or receivable by it hereunder; or(e)
    
    any of the Lenders suffers any decrease in its
rate of return as a result of any changes in the requirements relating
to capital ratios, monetary control ratios, the payment of special
deposits, liquidity costs or other similar requirements affecting that
Lender,
 then the Borrower shall from time to time on demand pay to the Agent for the account
of the relevant Lender or Lenders amounts sufficient to indemnify the relevant
Lender or Lenders against, as the case may be, such cost, such increased cost (or
such proportion of such increased cost as is in the reasonable opinion of the
relevant Lender or Lenders attributable to the funding or maintaining of its or
their Contribution(s) hereunder) or such liability.A Lender affected by any provision of Clause 8.1 shall promptly inform the Agent
after becoming aware of the relevant change and its possible results (which notice
shall be conclusive evidence of the relevant change and its possible results) and
the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower
of the change and its possible results. Without affecting the Borrowers
obligations under Clause 8.1 and in consultation with the Agent, the affected Lender
will then take all such reasonable steps as may be open to it to mitigate the effect
of the change (for example (if then possible) by changing its Office or transferring
some or all of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the Borrower and the Agent). The reasonable
costs of mitigating the effect of any such change shall be borne by the Borrower
save where such costs are of an internal administrative nature and are not incurred
in dealings by any Lender with third parties.8.2
    
    Force majeureWhere the Agent, the Hermes Agent, the Trustee or any Lender (the Non-Performing
Party) is prevented from performing any of its obligations under this Agreement by
reason of Force Majeure this Agreement shall remain in effect but the Non-Performing
Partys relevant obligations shall be suspended for so long as the Force Majeure
continues and to the extent that the Non-Performing Party is so prevented, PROVIDED
THAT:
 8.2.1
    
    the suspension of performance is of no greater scope and of no longer
duration than is required by the Force Majeure;8.2.2
    
    the obligations of the Non-Performing Party shall not be excused as a result
of the Force Majeure; and8.2.3
    
    in respect of the suspension of the Non-Performing Partys obligations:
 (a)
    
    the Non-Performing Party gives the Agent prompt
written notice which the Agent shall forthwith upon receipt send to the
Borrower describing the circumstances of Force Majeure (including the
nature of the occurrence, its expected duration and the effects of
 64




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##### 



the Force Majeure on the ability of the Non-Performing Party to
perform its relevant obligations), and continues to furnish weekly
reports with respect thereto during the period of Force Majeure;(b)
    
    the Non-Performing Party uses all reasonable
efforts to remedy its inability to perform and to mitigate the effects
of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    DurationThe representations and warranties in Clause 9.2, Clause 9.3 and Clause 9.4 shall
survive the execution of this Agreement and shall be deemed to be repeated, with
reference mutatis mutandis to the facts and circumstances subsisting, as if made on
each day until the Borrower has no remaining obligations, actual or contingent,
under or pursuant to this Agreement or any of the other Security Documents.9.2
    
    Representations and warrantiesThe Borrower represents and warrants to the Agent and each of the Lenders that:
 9.2.1
    
    StatusEach Obligor is a corporation duly organised, constituted and validly
existing under the laws of the country of its incorporation, possessing
perpetual corporate existence, the capacity to sue and be sued in its own
name and the power to own and charge its assets and carry on its business as
it is now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to enter into and perform this Agreement
and those of the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby and has taken all necessary
action to authorise the entry into and performance of this Agreement and
such other Security Documents and such transactions.9.2.3
    
    Legal validityThis Agreement, each other Transaction Document (other than the Hermes
Cover) and each of the Apollo Transaction Documents constitutes (or will
constitute when executed) legal, valid and binding obligations of each
Obligor and the Builder expressed to be a party thereto enforceable in
accordance with their respective terms and in entering into this Agreement
and borrowing the Loan, the Borrower is acting on its own account.
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9.2.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the other Transaction
Documents (other than the Hermes Cover), the Apollo Transaction Documents
and the transactions contemplated hereby and thereby do not and will not
conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any Obligor; or(c)
    
    any agreement or document to which any Obligor
is a party or which is binding upon such Obligor or any of its assets,
 nor result in the creation or imposition of any Encumbrance on an Obligor or
its assets pursuant to the provisions of any such agreement or document.9.2.5
    
    No defaultSave as disclosed in the Disclosure Letter no event has occurred which
constitutes a default under or in respect of any Transaction Document to
which any Obligor, the Builder or Hermes is a party or by which any Obligor,
the Builder or Hermes may be bound (including (inter alia) this Agreement)
and no event has occurred which constitutes a default under or in respect of
any agreement or document to which any Obligor is a party or by which any
Obligor may be bound to an extent or in a manner which might have a material
adverse effect on its business, assets or financial condition.9.2.6
    
    ConsentsExcept for:
 (a)
    
    the filing of those Security Documents to be
filed with the Secretary of State of Delaware, the Companies Registries
in the Isle of Man, England and Wales or the Federal Republic of
Germany, which filings must be completed within twenty one (21) days of
the execution of the relevant Security Document(s) in the case of
England and Wales; and(b)
    
    the registration of the First Pre-Redelivery
Mortgage and the Second Pre-Redelivery Mortgage in the Shipbuilding
Register in Bremerhaven and the recording of the Post Redelivery
Mortgage at the United States Coast Guard National Vessel Documentation
Center,
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in full force and effect except authorisations, approvals, consents,
licences, exemptions, filings and registrations required in the normal day
to day course of the operation of the Vessel and not already obtained by the
Borrower.9.2.7
    
    Accuracy of informationAll information furnished by any Obligor relating to the business and
affairs of any Obligor in connection with this Agreement and the other
Transaction Documents was and remains true and correct in all material
respects and there are no other material facts or considerations the
omission of which would render any such information misleading.9.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing to the Agent all facts relating
to each Obligor and the Builder which it knows or should reasonably know and
which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into this Agreement.9.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor is subject to any Encumbrance
except Permitted Liens or Encumbrances created in respect of Permitted
Indebtedness.9.2.10
    
    Pari passu or priority statusThe claims of the Agent and the Lenders against the Borrower under this
Agreement will rank at least pari passu with the claims of all unsecured
creditors of the Borrower (other than claims of such creditors to the extent
that they are statutorily preferred) and in priority to the claims of any
creditor of the Borrower who is also an Obligor and the Builder.9.2.11
    
    SolvencyThe Borrower is and shall remain, after the advance to it of the Loan,
solvent in accordance with the laws of the State of Delaware and the United
Kingdom and in particular with the provisions of the Insolvency Act 1986 (as
from time to time amended) and the requirements thereof.9.2.12
    
    Winding-up, etc.Subject to Clause 10.8, neither the Borrower nor any other Obligor has taken
any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief)
threatened against any of them for the reorganisation, winding-up,
dissolution or for the appointment of a liquidator, administrator, receiver,
administrative receiver, trustee or similar officer of any of them or any or
all of their assets or revenues nor has it sought any other relief under any
applicable insolvency or bankruptcy law.
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9.2.13
    
    AccountsThe consolidated audited accounts of the Group for the periods ending on 31
December 2002 and 31 December 2003 and the consolidated audited accounts of
the NCLC Group for the period ending on 31 December 2004 and for all
subsequent periods (which accounts will be prepared in accordance with GAAP)
fairly represent the financial condition of the Group or the NCLC Group (as
the case may be) as shown in such audited accounts (in this Clause 9.2.13
NCLC Groupshall have the meaning ascribed to it in clause 11.4 of the
Guarantee).9.2.14
    
    LitigationSave as disclosed in writing to the Agent prior to 4 April 2003 and by way
of the Disclosure Letter no litigation, arbitration or administrative
proceedings are current or pending or, to its knowledge, threatened, which
might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of any Obligor. For the avoidance
of doubt, any such disclosure after 4 April 2003 shall not be deemed to be a
reference to the facts and circumstances then subsisting at any time that
this representation is deemed to be repeated pursuant to Clause 9.1.9.2.15
    
    Tax liabilitiesThe NCLC Group has complied with all taxation laws in all jurisdictions in
which it is subject to Taxation and has paid all Taxes due and payable by it
including but without limitation any disputed Taxes unless a reserve has
been made pending resolution of the dispute; no material claims are being
asserted against it with respect to Taxes, which might, if such claims were
successful, have a material adverse effect on its business, assets or
financial condition.9.2.16
    
    Ownership of assetsEach member of the Group or the NCLC Group (as the case may be) has good and
marketable title to all its assets which are reflected in the audited
accounts referred to in Clause 9.2.13.9.2.17
    
    No immunityNone of the Obligors nor any of their respective assets enjoys any right of
immunity (sovereign or otherwise) from set-off, suit or execution in respect
of their obligations under this Agreement or any of the other Transaction
Documents or by any relevant or applicable law.9.2.18
    
    Taxes on paymentsAs at the date of this Agreement all amounts payable by them hereunder in
Dollars or in Euro may be made free and clear of and without deduction for
or on account of any Taxation.
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9.2.19
    
    Place of businessNone of the Obligors has a place of business in any jurisdiction (except as
already disclosed) which requires any of the Security Documents to be filed
or registered in that jurisdiction to ensure the validity of the Security
Documents to which it is a party.9.2.20
    
    Ownership of sharesAll the Shares in the Borrower and all the shares in the Manager shall be
legally and beneficially owned by the Shareholder, all the shares in the
Sub-Agent shall be legally and beneficially owned by NCL International, all
the shares in the Shareholder shall be legally and beneficially owned by
Arrasas and all the shares in Arrasas shall be legally and beneficially
owned by the Guarantor and such structure shall remain so throughout the
remainder of the Security Period. Further, no Event of Default has occurred
under clause 11.2 of the Guarantee in respect of the ownership and/or
control of the shares in the Guarantor.9.2.21
    
    Completeness of documentsThe copies of the Building Contract, the Refund Guarantee, the Performance
Guarantees, the Supervision Agreement, the Management Agreement, the
Sub-Agency Agreement, the Interest Exchange Arrangements, the Commercial
Loan Agreement, the Apollo Transaction Documents and any other relevant
third party agreements delivered to the Agent are true and complete copies
of each such document constituting valid and binding obligations of the
parties thereto enforceable in accordance with their respective terms and no
amendments thereto or variations thereof have been agreed other than (if
applicable), in the case of the Management Agreement or the Sub-Agency
Agreement, in accordance with Clause 10.14 nor has any action been taken by
the parties thereto which would in any way render such document inoperative
or unenforceable.9.2.22
    
    No undisclosed commissionsOther than the Hermes Premium, there are and will be no commissions,
rebates, premiums or other payments by or to or on account of any Obligor or
the Builder, their shareholders or members or directors or members of the
management committee in connection with the transaction as a whole other
than as disclosed to the Agent in writing.9.2.23
    
    Money launderingAny borrowing by the Borrower under this Agreement, and the performance of
its obligations under this Agreement and the other Transaction Documents,
will be for its own account and will not involve any breach by it of any law
or regulatory measure relating to money launderingas defined in Article 1
of the Directive (91/308/EEC) of the Council of the European Communities.9.2.24
    
    Environment
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(a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances, petroleum and petroleum products and by-products
(Materials of Environmental Concern); or(ii)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (such laws,
regulations, conventions and agreements the Environmental
Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim); and
 there are no circumstances that may prevent or interfere with such full
compliance in the future.There is no Environmental Claim pending or threatened against any of the
Obligors.
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There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Material of Environmental Concern, that could
form the basis of any Environmental Claim against any of the Obligors.
 9.3
    
    Representations on the First Drawdown DateThe Borrower further represents and warrants to the Agent and each of the Lenders
that on the First Drawdown Date the Vessel will be:
 9.3.1
    
    in its absolute and unencumbered ownership save as contemplated by the
Security Documents;9.3.2
    
    registered in its name in the Shipbuilding Register in Bremerhaven;9.3.3
    
    insured in accordance with the provisions of the Building Contract, this
Agreement and the First Pre-Redelivery Mortgage and in compliance with the
requirements therein in respect of such insurances; and9.3.4
    
    under completion supervision by the Supervisor on and subject to the terms
set out in the Supervision Agreement.
 9.4
    
    Representations on the Redelivery DateThe Borrower further represents and warrants to the Agent and each of the Lenders
that on the Redelivery Date the Vessel will be:
 9.4.1
    
    in its absolute and unencumbered ownership save as contemplated by the
Security Documents and the Commercial Loan Security Documents;9.4.2
    
    registered in its name under the laws and flag of the United States of
America;9.4.3
    
    classed with the highest classification available for a vessel of its type
free of all recommendations and qualifications with Det Norske Veritas;9.4.4
    
    operationally seaworthy and in compliance with all relevant provisions,
regulations and requirements (statutory or otherwise) applicable to ships
registered under the laws and flag of the United States of America;9.4.5
    
    insured in accordance with the provisions of Clause 10.21 and in compliance
with the requirements therein in respect of such insurances; and9.4.6
    
    managed by the Manager and the Sub-Agent on and subject to the terms set out
in the Management Agreement and the Sub-Agency Agreement.
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10
    
    Undertakings
 10.1
    
    DurationThe undertakings in this Clause 10 shall survive the execution of this Agreement and
shall be deemed to be repeated with reference mutatis mutandis to the facts and
circumstances subsisting, as if made on each day until the Borrower has no remaining
obligations, actual or contingent, under or pursuant to this Agreement or any of the
other Security Documents.10.2
    
    InformationThe Borrower will provide to the Agent for the benefit of the Lenders (or will
procure the provision of):
 10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
unaudited accounts for that year and of the audited consolidated Group accounts
for that year (commencing with audited accounts made up to 31 December 2002)
such Group accounts being substituted with NCLC Group accounts commencing with
the audited accounts made up to 31 December 2004;10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end of
each quarter of each financial year) a Certified Copy of the unaudited
consolidated accounts of the NCLC Group and the unaudited accounts of the
Borrower for that quarter (commencing with unaudited accounts made up to 31
March 2004);10.2.3
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request;10.2.4
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 10.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 10.2 NCLC Groupshall have the meaning ascribed to it in clause 11.4
of the Guarantee.10.3
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon any
Obligor becoming aware of the occurrence thereof. Upon the Agents request from
time to time the Borrower will issue a certificate stating whether any Obligor is
aware of the occurrence of any Event of Default.10.4
    
    Consents and registrations
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The Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as
such filings or registrations have not been completed on or before the relevant
Drawdown Date the Borrower will procure the filing or registration within applicable
time limits of each Security Document which requires filing or registration together
with all ancillary documents required to preserve the priority and enforceability of
the Security Documents.10.5
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of its present or future assets, except for the following:10.5.1
    
    Encumbrances created with the prior consent of the Lenders; or10.5.2
    
    Permitted Liens,PROVIDED THATan Encumbrance constituting a Permitted Lien under any of paragraphs
(iv), (vii), (x) or (xi) of the definition of Permitted Liens in Clause 1.1 may
not be created over any asset which is subject to an Encumbrance constituted by a
Security Document relating to this Agreement save with the prior written consent of
the Agent (such consent not to be unreasonably withheld or delayed) and (if
appropriate having regard to the nature of the Encumbrance) following the entry by
the beneficiary of the Encumbrance into intercreditor arrangements acceptable to the
Agent and the Hermes Agent.10.6
    
    DisposalsExcept with the prior consent of all the Lenders and all the Commercial Loan Lenders
pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no
other company in the NCLC Group shall), either in a single transaction or in a
series of transactions whether related or not and whether voluntarily or
involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial
part of its assets except that the following disposals shall not be taken into
account:
 10.6.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash
as consideration for the purchase or acquisition of any asset or service or in
the discharge of any obligation incurred for value in the ordinary course of
trading;10.6.2
    
    disposals of cash raised or borrowed for the purposes for which such cash was
raised or borrowed;10.6.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value;
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10.6.4
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following the
sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star,
transfer to other wholly owned Subsidiaries of Star its vessels NORWEGIAN
WIND, NORWEGIAN DREAM, NORWEGIAN SEA, NORWEGIAN MAJESTY, NORWEGIAN
CROWN and MARCO POLO (the Six Vessels) for their transfer values as set
out in Schedule 8 and sell m.v. NORWAY to a third party and, prior to the
sale of its shares as aforesaid, transfer its vessel NORWEGIAN SKY to Pride
of Aloha Inc., a wholly owned Subsidiary of the Shareholder;10.6.5
    
    the Subsidiaries of Star to whom the Six Vessels (as defined in
Clause 10.6.4) have been transferred may let each of the Six Vessels on demise
or bareboat charter to the Sub-Agent for the period and at the charterhire rate
set out in Schedule 8;10.6.6
    
    Arrasas may transfer its shares in NCLL to IOL and Star may transfer its shares in Arrasas to the Guarantor; and10.6.7
    
    disposals of assets, including any vessel, constituting Apollo-Related
Transactions.
 10.7
    
    Change of businessExcept with the prior consent of the Agent, the Borrower shall not make or threaten
to make any substantial change in its business as presently conducted, namely that
of a single ship owning company for the Vessel, or carry on any other business which
is substantial in relation to its business as presently conducted so as to affect,
in the opinion of the Agent, the Borrowers ability to perform its obligations
hereunder and shall not form any Subsidiaries PROVIDED THAT any change or
discontinuation in the business activities of the Borrower in accordance with the
Apollo-Related Transactions shall be permitted.10.8
    
    MergersExcept with the prior consent of the Agent and Hermes and other than pursuant to the
Apollo-Related Transactions, the Borrower will not enter into any amalgamation,
restructure, substantial reorganisation, merger, de merger or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital or
obligations of any corporation or other entity.10.9
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.
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10.10
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with GAAP.10.11
    
    Financial indebtedness and subordination of indebtedness
 10.11.1
    
    Otherwise than in the ordinary course of business as owner of the Vessel,
except as contemplated by this Agreement and the Commercial Loan Agreement and
except any loan, advance or credit extended by the Guarantor or any member of
the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the
Borrower will not create, incur, assume or allow to exist any financial
indebtedness, enter into any finance lease or undertake any material capital
commitment (including but not limited to the purchase of any capital asset).10.11.2
    
    The Borrower shall procure that any and all indebtedness (and in particular
with any other Obligor and/or any shareholder of the Guarantor) is at all times
fully subordinated to the Security Documents and the obligations of the
Borrower hereunder subject to the Co-ordination Deed. Upon the occurrence of
an Event of Default, the Borrower shall not make any repayments of principal,
payments of interest or of any other costs, fees, expenses or liabilities
arising from or representing such indebtedness except as provided in the
Co-ordination Deed. In this Clause fully subordinatedshall mean that any
claim of the lender against the Borrower in relation to such indebtedness shall
rank after and be in all respects subordinate to all of the rights and claims
of the Agent, the Hermes Agent and the Lenders under this Agreement and the
other Security Documents and that the lender shall not take any steps to
enforce its rights to recover any monies owing to it by the Borrower and in
particular but without limitation the lender will not institute any legal or
quasi-legal proceedings under any jurisdiction at any time against the Vessel,
its Earnings or Insurances or the Borrower and it will not compete with the
Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or
bankruptcy of the Borrower or in any proceedings in connection with the Vessel,
its Earnings or Insurances.
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10.12
    
    Pooling of earnings and chartersThe Borrower will not enter into in respect of the Vessel (A) any pooling agreement
or other arrangement for the sharing of any of the Earnings or the expenses of the
Vessel or (B) any demise or bareboat charter or (C) any charter whereunder two (2)
months charterhire (or the equivalent thereof) is payable in advance in respect of
the Vessel or (D) any charter of the Vessel or contract of affreightment which, with
the exercise of options for extension, could be for a period longer than thirteen
(13) months but if, with the prior written consent of the Agent, the Borrower enters
into in respect of the Vessel a charter with a company outside the Group, the
Borrower hereby undertakes to execute in favour of the Trustee an assignment of such
charter and the Earnings therefrom such assignment to be in substantially the form
of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THATthe
Borrower may in respect of the Vessel enter into a bareboat charter in form approved
by the Agent with any company which is a member of the Group PROVIDED THATif so
requested by the Agent and without limitation:
 10.12.1
    
    any such bareboat charterer shall enter into such deeds (including but not
limited to a subordination and assignment deed), agreements and indemnities as
the Agent shall in its sole discretion require prior to entering into the
bareboat charter with the Borrower; and10.12.2
    
    the Borrower shall assign the benefit of any such bareboat charter and its
interest in the Insurances to the Trustee by way of further security for the
Borrowers obligations under the Security Documents.
 10.13
    
    Loans and guarantees by the BorrowerOtherwise than in the ordinary course of business as owner of the Vessel or except
as contemplated hereby, the Borrower will not make any loan or advance or extend
credit to any person, firm or corporation (except any loans, advances or credits
made available to (a) passengers on board the Vessel for gambling purposes (b)
ships agents and/or (c) the Guarantor and/or members of the NCLC Group which are
wholly owned Subsidiaries of the Guarantor and, in the case of such loans, advances
or credits as are referred to in this paragraph (c), do not prevent the Borrower
from performing its obligations hereunder) or issue or enter into any guarantee or
indemnity or otherwise become directly or contingently liable for the obligations of
any other person, firm or corporation.10.14
    
    Supervision and managementExcept with the prior consent of the Agent, the Borrower will not:
 (a)
    
    permit any person other than the Supervisor, the Manager and
the Sub-Agent to be the supervisor of completion and the manager and sub-agent
of, including providing crewing services to, the Vessel;(b)
    
    permit any amendment to be made to the terms of the Supervision
Agreement, the Management Agreement or the Sub-Agency Agreement unless an
amendment to the Management Agreement or the Sub-Agency Agreement is advised by
the Borrowers tax counsel or is deemed necessary by the parties thereto but
provided that the amendment does not
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imperil the security to be provided pursuant to the Security Documents or
adversely affect the ability of any Obligor to perform its obligations under
the Transaction Documents; or(c)
    
    permit the Vessel to be employed other than within the NCL or
NCL America brand (as applicable).
 10.15
    
    Acquisition of sharesThe Borrower will not acquire any equity, share capital, assets or obligations of
any corporation or other entity or permit its Shares to be held by any party other
than the Shareholder.10.16
    
    Trading with the United States of AmericaWhere the Vessel trades in the territorial waters of the United States of America,
the Borrower shall in respect of the Vessel take all reasonable precautions to
prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of
America (as the same may be amended and/or re-enacted from time to time hereafter)
or any similar legislation applicable to the Vessel in any other jurisdiction in
which the Vessel shall trade (a Relevant Jurisdiction) and, for this purpose the
Borrower shall (inter alia) enter into a Carrier Initiative Agreement with the
United States Bureau of Customs and Border Protection (if such is possible) or into
voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of
the United States of America (if such is possible and appropriate to cruise vessels)
and procure that the same (or a similar agreement or arrangement in a Relevant
Jurisdiction) is maintained in full force and effect and its obligations thereunder
performed by it in respect of the Vessel throughout any period of United States of
America (including coastal waters over which it claims jurisdiction) or Relevant
Jurisdiction related trading.10.17
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to any of the Transaction Documents or
securing to the Trustee, the Agent, the Hermes Agent and the Lenders the full
benefit of the rights, powers and remedies conferred upon the Trustee, the Agent,
the Hermes Agent or the Lenders in any such Transaction Document.10.18
    
    Valuation of the Vessel
 10.18.1
    
    The Borrower will from time to time (but at intervals no more frequently
than annually at the Borrowers expense unless an Event of Default has occurred
and is continuing) within fifteen (15) days of receiving any request to that
effect from the Agent, procure that the Vessel is valued by an independent
reputable shipbroker or shipvaluer experienced in valuing cruise ships
appointed by the Borrower and approved by the Agent (which approval shall not
be unreasonably withheld or delayed and such valuation to be made with or
without taking into account the benefit or otherwise of any fixed employment
relating to the Vessel as the Agent may require).
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10.18.2
    
    If the Borrower does not accept the valuation obtained pursuant to Clause
10.18.1 (the First Valuation) it may (at its own expense) within five (5)
Business Days of receipt of the First Valuation obtain a second valuation (the
Second Valuation) from another independent reputable shipbroker or shipvaluer
experienced in valuing cruise ships appointed by the Borrower and approved by
the Agent which approval shall not be unreasonably withheld or delayed.10.18.3
    
    If the Second Valuation exceeds the First Valuation by a margin of no less
than ten per cent (10%) of the First Valuation the Borrower may at its expense
forthwith upon receipt of the Second Valuation request the shipbrokers and/or
shipvaluers appointed pursuant to Clauses 10.18.1 and 10.18.2 to obtain a third
valuation (the Third Valuation) from a further independent reputable
shipbroker or shipvaluer experienced in valuing cruise ships approved by the
Agent such approval not to be unreasonably withheld or delayed. Subject to the
Third Valuation being made available within five (5) Business Days of the date
of the Second Valuation the valuation of the Vessel will be determined on the
basis of the average of the three valuations so obtained. If the Third
Valuation is not made available within the aforementioned time limit the Vessel
shall be valued on the basis of the average of the First Valuation and the
Second Valuation.10.18.4
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.18 a copy thereof is sent directly to the
Agent for review.
 10.19
    
    Marginal securityIf at any time after the Redelivery Date, the value of the Vessel as assessed in
accordance with the provisions of Clause 10.18 and the value of any additional cash
collateral deposits or the value of other security (not including any other security
provided by the existing Security Documents) acceptable to the Agent provided by the
Borrower or any third party to secure the due performance by the Borrower of its
obligations hereunder at valuations reasonably estimated by the Agent from time to
time is less than one hundred and twenty five per cent (125%) of the aggregate of
the amounts of the Loan and the Commercial Loan, then the Agent may give the
Borrower notice requiring the Borrower to provide additional security and in such
event within thirty (30) days of such notice, the Borrower will either:
 10.19.1
    
    provide the Agent with additional security acceptable to the Agent such that
the security value of the Vessel or the aggregate of the security value of the
Vessel and any additional security provided to the Agent hereunder (at
valuations reasonably estimated by the Agent from time to time) is at least one
hundred and twenty five per cent (125%) of the aggregate of the amounts of the
Loan and the Commercial Loan; or10.19.2
    
    prepay the Loan together with accrued interest on the amount prepaid such
that the value of the security is one hundred and twenty five per cent (125%)
of the aggregate of the amounts of the Loan and the Commercial Loan.
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10.20
    
    Performance of employment contractsThe Borrower will:
 10.20.1
    
    perform its obligations under each charterparty or employment contract made
in respect of the Vessel and take all necessary steps to procure the due
performance of the obligations of any party under any charterparty or contract.
It will not without the prior written consent of the Agent rescind, cancel or
otherwise terminate any charterparty or contract in respect of the Vessel
PROVIDED ALWAYS THATany determination by it of any such charterparty or
contract after such consent is given shall be without responsibility on the
part of the Agent who shall be under no liability whatsoever in the event that
such termination thereafter be adjudged to constitute a repudiation of such
charterparty or contract by the Borrower;10.20.2
    
    promptly notify the Agent (a) of any default under any such charterparty or
contract of which it has knowledge by it and/or by any other party under any
other such charterparty or contract (b) of any such charterparty or contract
being frustrated or the performance thereof becoming impossible or
substantially different from that contemplated originally by the parties
thereto;10.20.3
    
    institute and maintain all such proceedings as may be necessary or expedient
to preserve or protect the interest of the Trustee as assignee and itself under
any of its charterparties or contracts made in respect of the Vessel;10.20.4
    
    not take or omit to take any action the taking or omission of which might
result in any material alteration or impairment of any charterparty or contract
made in respect of the Vessel;10.20.5
    
    not substitute any other ship or ships for the Vessel under any charterparty
or contract made in respect of the Vessel;10.20.6
    
    not without the Agents prior consent agree to any material variation,
modification or amendment in the terms of any charterparty or contract in
respect of the Vessel or release any other party from any of their respective
obligations thereunder or waive any breach of the obligations of any person or
consent to any such act or omission of any person as would otherwise constitute
such breach;10.20.7
    
    not without the Agents prior consent let or employ the Vessel below
approximately the market rate prevailing when the Vessel is fixed;10.20.8
    
    procure that the Earnings (if any) are paid in full without set off and free
and clear of and without deduction for any taxes levies duties imposts charges
fees restrictions or conditions of any nature whatsoever; and10.20.9
    
    if, immediately following the termination (for whatever reason) of any
charterparty or contract in respect of the Vessel, the Vessel is not employed
in a manner acceptable to the Agent in its sole discretion the Borrower shall
provide additional security for its obligations hereunder in
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such manner, of such type and within such period as the Agent may determine
in its absolute discretion.
 10.21
    
    InsurancesThe Borrower covenants with the Agent and the Lenders and undertakes:
 10.21.1
    
    during the Completion Period to procure that the Vessel is insured in
accordance with the Building Contract, to give notice forthwith of the
assignment of the Borrowers interest in the Insurances pursuant to the
Building Contract, Refund Guarantee and Performance Guarantees Assignment to
the relevant brokers, insurances companies and/or underwriters in the form
approved by the Agent and to procure that each of the relevant brokers
furnishes the Agent with a letter of undertaking in such form as may be
required by the Agent and waives any lien for premiums except in relation to
premiums attributable to the Vessel;10.21.2
    
    from the Redelivery Date until the end of the Security Period to insure the
Vessel in its name and keep the Vessel insured on an agreed value basis for an
amount in Dollars approved by the Agent but not being less than the greater of:
 (a)
    
    one hundred and twenty five per cent (125%) of
the aggregate of the amounts of the Dollar Loan, the Dollar equivalent
of the Euro Loan (determined at HSBC Bank plcs spot rate for
conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days
prior to the Redelivery Date or any renewal date) and the Commercial
Loan; or(b)
    
    the full market and commercial value of the
Vessel determined in accordance with Clause 10.18 from time to time
 through internationally recognised independent first class insurance
companies, underwriters, war risks and protection and indemnity associations
acceptable to the Agent in each instance on terms and conditions approved by
the Agent including as to deductibles but at least in respect of:
 (i)
    
    marine risks including all risks customarily
and usually covered by first-class and prudent shipowners in the London
insurance markets under English marine policies or Agent-approved
policies containing the ordinary conditions applicable to similar
vessels;(ii)
    
    war risks and war risks (protection and
indemnity) up to the insured amount;(iii)
    
    excess risks that is to say the proportion of
claims for general average and salvage charges and under the running
down clause not recoverable in consequence of the value at which the
Vessel is assessed for the purpose of such claims exceeding the insured
value;
 
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(iv)
    
    protection and indemnity risks with full
standard coverage and up to the highest limit of liability available
(for oil pollution risk the highest limit currently available is one
billion Dollars (USD1,000,000,000) and this to be increased if
requested by the Agent and the increase is possible in accordance with
the standard protection and indemnity cover for vessels of its type and
is compatible with prudent insurance practice for first class cruise
shipowners or operators in waters where the Vessel trades from time to
time from the Redelivery Date until the end of the Security Period);(v)
    
    when and while the Vessel is laid-up, in lieu
of hull insurance, normal port risks;(vi)
    
    such other risks as the Agent may from time to
time reasonably require;
 and in any event in respect of those risks and at those levels covered by
first class and prudent owners and/or financiers in the international market
in respect of similar tonnage PROVIDED THATif any of such insurances are
also effected in the name of any other person (other than the Borrower, the
Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall
if so required by the Agent execute a first priority assignment of its
interest in such insurances in favour of the Trustee and the Commercial Loan
Trustee in similar terms mutatis mutandis to the Insurance Assignment;10.21.3
    
    to agree that the Hermes Agent shall take out mortgagee interest insurance
on such conditions as the Hermes Agent may reasonably require and mortgagee
interest insurance for pollution risks as from time to time agreed each for an
amount in Dollars of one hundred and ten per cent (110%) of the aggregate of
the amounts of the Loan and the Hermes Loan, the Borrower having no interest or
entitlement in respect of such policies; the Borrower shall upon demand of the
Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or
maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use
its reasonable endeavours to match the premium level that the Borrower would
have paid if the Borrower itself had arranged such cover on such conditions (as
demonstrated to the reasonable satisfaction of the Hermes Agent);10.21.4
    
    if the Vessel shall trade in the United States of America and/or the
Exclusive Economic Zone of the United States of America (the EEZ) as such
term is defined in the US Oil Pollution Act 1990 (OPA), to comply strictly
with the requirements of OPA and any similar legislation which may from time to
time be enacted in any jurisdiction in which the Vessel presently trades or may
or will trade at any time during the existence of this Agreement and in
particular before such trade is commenced and during the entire period during
which such trade is carried on:
 
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(a)
    
    to pay any additional premiums required to
maintain protection and indemnity cover for oil pollution up to the
limit available to it for the Vessel in the market;(b)
    
    to make all such quarterly or other voyage
declarations as may from time to time be required by the Vessels
protection and indemnity association and to comply with all obligations
in order to maintain such cover, and promptly to deliver to the Agent
copies of such declarations;(c)
    
    to submit the Vessel to such additional
periodic, classification, structural or other surveys which may be
required by the Vessels protection and indemnity insurers to maintain
cover for such trade and promptly to deliver to the Agent copies of
reports made in respect of such surveys;(d)
    
    to implement any recommendations contained in
the reports issued following the surveys referred to in Clause
10.21.4(c) within the time limit specified therein and to provide
evidence satisfactory to the Agent that the protection and indemnity
insurers are satisfied that this has been done;(e)
    
    in particular strictly to comply with the
requirements of any applicable law, convention, regulation,
proclamation or order with regard to financial responsibility for
liabilities imposed on the Borrower or the Vessel with respect to
pollution by any state or nation or political subdivision thereof,
including but not limited to OPA, and to provide the Agent on demand
with such information or evidence as it may reasonably require of such
compliance;(f)
    
    to procure that the protection and indemnity
insurances do not contain a clause excluding the Vessel from trading in
waters of the United States of America and the EEZ or any other
provision analogous thereto and to provide the Agent with evidence that
this is so; and(g)
    
    strictly to comply with any operational or
structural regulations issued from time to time by any relevant
authorities under OPA so that at all times the Vessel falls within the
provisions which limit strict liability under OPA for oil pollution;
 10.21.5
    
    to give notice forthwith of any assignment of its interest in the Insurances
to the relevant brokers, insurance companies, underwriters and/or associations
in the form approved by the Agent;10.21.6
    
    to execute and deliver all such documents and do all such things as may be
necessary to confer upon the Trustee legal title to the Insurances in respect
of the Vessel and to procure that the interest of the Trustee is at all times
filed with all slips, cover notes, policies and certificates of entry and to
procure (a) that a loss payable clause in the form approved by the Agent shall
be filed with all the hull, machinery and equipment and war risks policies in
respect of the Vessel and (b) that a loss payable clause in the form approved
by the Agent shall be endorsed
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upon the protection and indemnity certificates of entry in respect of the
Vessel;10.21.7
    
    to procure that each of the relevant brokers and associations furnishes the
Agent with a letter of undertaking in such form as may be required by the Agent
and waives any lien for premiums or calls except in relation to premiums or
calls attributable to the Vessel;10.21.8
    
    punctually to pay all premiums, calls, contributions or other sums payable
in respect of the Insurances on the Vessel and to produce all relevant receipts
when so required by the Agent;10.21.9
    
    to renew each of the Insurances on the Vessel at least ten (10) days before
the expiry thereof and to give immediate notice to the Agent of such renewal
and to procure that the relevant brokers or associations shall promptly confirm
in writing to the Agent that such renewal is effected it being understood by
the Borrower that any failure to renew the Insurances on the Vessel at least
ten (10) days before the expiry thereof or to give or procure the relevant
notices of such renewal shall constitute an Event of Default;10.21.10
    
    to arrange for the execution of such guarantees as may from time to time be
required by any protection and indemnity and/or war risks association;10.21.11
    
    to furnish the Agent from time to time on request with full information
about all Insurances maintained on the Vessel and the names of the offices,
companies, underwriters, associations or clubs with which such Insurances are
placed;10.21.12
    
    not to agree to any variation in the terms of any of the Insurances on the
Vessel without the prior approval of the Agent nor to do any act or voluntarily
suffer or permit any act to be done whereby any Insurances shall or may be
rendered invalid, void, voidable, suspended, defeated or unenforceable and not
to suffer or permit the Vessel to engage in any voyage nor to carry any cargo
not permitted under any of the Insurances without first obtaining the consent
of the insurers or reinsurers concerned and complying with such requirements as
to payment of extra premiums or otherwise as the insurers or reinsurers may
impose;10.21.13
    
    not without the prior written consent of the Agent to settle, compromise or
abandon any claim in respect of any of the Insurances on the Vessel other than
a claim of less than ten million Dollars (USD10,000,000) or the equivalent in
any other currency and not being a claim arising out of a Total Loss;10.21.14
    
    promptly to furnish the Agent with full information regarding any
casualties or other accidents or damage to the Vessel involving an amount in
excess of twenty five million Dollars (USD25,000,000);10.21.15
    
    to apply or ensure the appliance of all such sums receivable in respect of
the Insurances on the Vessel for the purpose of making good the loss
 
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and fully repairing all damage in respect whereof the insurance monies
shall have been received;10.21.16
    
    that in the event of it making default in insuring and keeping insured the
Vessel as hereinbefore provided then the Agent may (but shall not be bound to)
insure the Vessel or enter the Vessel in such manner and to such extent as the
Agent in its discretion thinks fit and in such case all the cost of effecting
and maintaining such insurance together with interest thereon at the Interest
Rate shall be paid on demand by the Borrower to the Agent; and10.21.17
    
    to agree that the Agent shall be entitled from time to time (but at
intervals no more frequently than annually at the Borrowers expense except in
the case that the First Drawdown Date and any renewal date of the Insurances to
be assigned to the Trustee pursuant to (among other things) the Construction
Risks Insurance Assignment or the Redelivery Date and any renewal of the
Insurances to be assigned to the Trustee and the Commercial Loan Trustee
pursuant to the Insurance Assignment fall within one (1) year of each other) to
instruct independent reputable insurance advisers for the purpose of obtaining
any advice or information regarding any matter concerning the Insurances which
the Agent shall at its sole discretion deem necessary, it being hereby
specifically agreed that it shall reimburse the Agent on demand for all
reasonable costs and expenses incurred by the Agent in connection with the
instruction of such advisers as aforesaid.
 10.22
    
    Operation and maintenance of the VesselFrom the Redelivery Date until the end of the Security Period at its own expense the
Borrower will:
 10.22.1
    
    keep the Vessel in a good and efficient state of repair so as to maintain it
to the highest classification available for the Vessel of its age and type free
of all recommendations and qualifications with Det Norske Veritas. On the
Redelivery Date and annually thereafter, it will furnish to the Agent a
statement by such classification society that such classification is
maintained. It will comply with all recommendations, regulations and
requirements (statutory or otherwise) from time to time applicable to the
Vessel and shall have on board as and when required thereby valid certificates
showing compliance therewith and shall procure that all repairs to or
replacements of any damaged, worn or lost parts or equipment are carried out
(both as regards workmanship and quality of materials) so as not to diminish
the value or class of the Vessel. It will not make any substantial
modifications or alterations to the Vessel or any part thereof without the
prior consent of the Agent;10.22.2
    
    submit the Vessel to continuous survey in respect of its machinery and hull
and such other surveys as may be required for classification purposes and, if
so required by the Agent, supply to the Agent copies in English of the survey
reports;10.22.3
    
    permit surveyors or agents appointed by the Agent to board the Vessel at all
reasonable times to inspect its condition or satisfy themselves as to
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repairs proposed or already carried out and afford all proper facilities for
such inspections;10.22.4
    
    comply, or procure that the Manager will comply, with the ISM Code or any
replacement of the ISM Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISM Code and
at all times thereafter:
 (a)
    
    hold, or procure that the Manager holds, a
valid Document of Compliance duly issued to the Borrower or the Manager
(as the case may be) pursuant to the ISM Code and a valid Safety
Management Certificate duly issued to the Vessel pursuant to the ISM
Code;(b)
    
    provide the Agent with copies of any such
Document of Compliance and Safety Management Certificate as soon as the
same are issued; and(c)
    
    keep, or procure that there is kept, on board
the Vessel a copy of any such Document of Compliance and the original
of any such Safety Management Certificate;
 10.22.5
    
    comply, or procure that the Manager will comply, with the ISPS Code or any
replacement of the ISPS Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISPS Code and
at all times thereafter:
 (a)
    
    keep, or procure that there is kept, on board
the Vessel the original of the International Ship Security Certificate;
and(b)
    
    keep, or procure that there is kept, on board
the Vessel a copy of the ship security plan prepared pursuant to the
ISPS Code;
 10.22.6
    
    not employ the Vessel or permit its employment in any trade or business
which is forbidden by any applicable law or is otherwise illicit or in carrying
illicit or prohibited goods or in any manner whatsoever which may render it
liable to condemnation in a prize court or to destruction, seizure or
confiscation or that may expose the Vessel to penalties. In the event of
hostilities in any part of the world (whether war be declared or not) it will
not employ the Vessel or permit its employment in carrying any contraband
goods;10.22.7
    
    promptly provide the Agent with (a) all information which the Agent may
reasonably require regarding the Vessel, its employment, earnings, position and
engagements (b) particulars of all towages and salvages and (c) copies of all
charters and other contracts for its employment and otherwise concerning it;10.22.8
    
    give notice to the Agent promptly and in reasonable detail upon the Borrower
or any other Obligor becoming aware of:
 (a)
    
    accidents to the Vessel involving repairs the
cost of which will or is likely to exceed twenty five million Dollars
(USD25,000,000);
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(b)
    
    the Vessel becoming or being likely to become a
Total Loss or a Compulsory Acquisition;(c)
    
    any recommendation or requirement made by any
insurer or classification society or by any competent authority which
is not complied with within any time limit relating thereto;(d)
    
    any writ or claim served against or any arrest
of the Vessel or the exercise of any lien or purported lien on the
Vessel, its Earnings or Insurances;(e)
    
    the occurrence of any Event of Default;(f)
    
    the Vessel ceasing to be registered under the
flag of the United States of America or anything which is done or not
done whereby such registration may be imperilled;(g)
    
    it becoming impossible or unlawful for it to
fulfil any of its obligations under the Security Documents; and(h)
    
    anything done or permitted or not done in
respect of the Vessel by any person which is likely to imperil the
security created by the Security Documents;
 10.22.9
    
    promptly pay and discharge all debts, damages and liabilities, taxes,
assessments, charges, fines, penalties, tolls, dues and other outgoings in
respect of the Vessel and keep proper books of account in respect thereof
PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any debts,
damages and liabilities as aforesaid which are being contested in good faith
subject always that full details of any such contested debt, damage or
liability which, either individually or in aggregate exceeds twenty five
million Dollars (USD25,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available
for inspection on behalf of the Agent and provide evidence satisfactory to the
Agent that the wages and allotments and the insurance and pension contributions
of the master and crew are being regularly paid, that all deductions of crews
wages in respect of any tax liability are being properly accounted for and that
the master has no claim for disbursements other than those incurred in the
ordinary course of trading on the voyage then in progress or completed prior to
such inspection;10.22.10
    
    maintain the type of the Vessel as at the Redelivery Date and not put the
Vessel into the possession of any person without the prior consent of the Agent
for the purpose of work being done on it in an amount exceeding or likely to
exceed twenty five million Dollars (USD25,000,000) unless such person shall
first have given to the Agent a written undertaking addressed to the Agent in
terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel
or its Earnings for the cost of such work or for any other reason;10.22.11
    
    promptly pay and discharge all liabilities which have given rise, or may
give rise, to liens or claims enforceable against the Vessel under the laws
 
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(a)
    
    it is the parties understanding that the
Lenders, the Agent, the Hermes Agent and the Trustee do not now, have
never and do not intend in the future to exercise any operational
control or maintenance over the Vessel or any other properties and
operations owned or operated by the Borrower, nor in the past,
presently, or intend in the future to, maintain an ownership interest
in the Vessel or any other properties owned or operated by the
Borrower except as may arise upon enforcement of the Lenders rights
under the Post Redelivery Mortgage;(b)
    
    the indemnity and hold harmless contained
in this Clause 10.22.11 shall not extend to the Lenders, the Agent,
the Hermes Agent and the Trustee in their capacity as an equity
investor in the Borrower or as an owner of any property or interest
as to which the Borrower is also owner but only to their capacity as
lenders, holders of security interests or beneficiaries of security
interests; and(c)
    
    unless and until an Event of Default shall have
occurred and without prejudice to the right of each Lender to be
indemnified pursuant to this Clause 10.22.11:
 (i)
    
    each Lender will, if it is
reasonably practicable to do so, notify the Borrower upon
receiving a claim in respect of which the relevant Lender is or
may become entitled to an indemnity under this Clause 10.22.11;(ii)
    
    subject to the prior written
approval of the relevant Lender which the Lender shall have the
right to withhold, the Borrower will be entitled to take, in
the name of the relevant Lender, such action as the Borrower
may see fit to avoid, dispute, resist, appeal, compromise or
defend any such claims, losses, liabilities, damages, expenses
and injuries as are referred to above in this Clause 10.22.11
or to recover the same from any third party, subject to the
Borrower first ensuring that the relevant Lender is secured
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to its reasonable satisfaction against all expenses thereby
incurred or to be incurred; and(iii)
    
    the relevant Lender will, to
the extent that it is reasonably practicable to do so, seek the
approval of the Borrower (such approval not to be unreasonably
withheld or delayed) before making any admission of liability,
agreement or compromise with a third party, or any payment to a
third party, in respect of such claims, losses, liabilities,
damages, expenses and injuries as are referred to above in this
Clause 10.22.11 and, to the extent that the Borrower is
entitled to take action in accordance with sub-clause (ii)
above and subject to the Borrower first ensuring that the
relevant Lender is secured to its reasonable satisfaction
against all expenses thereby incurred or to be incurred, the
relevant Lender will provide such information, assistance and
other co-operation as the Borrower may reasonably request in
connection with such action,
 PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any
liabilities as aforesaid which are being contested in good faith subject
always that full details of any such contested liabilities which, either
individually or in aggregate, exceed twenty five million Dollars
(USD25,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate
release by providing bail or taking such other steps as the circumstances
may require;10.22.12
    
    comply, or procure that the Manager will comply, with Annex VI (Regulations
for the Prevention of Air Pollution from Ships) to the International Convention
for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997)
(as the same may be amended from time to time) (Annex VI) or any replacement
of Annex VI and in particular, without limitation, to:
 (a)
    
    procure that the Vessels master and crew
are familiar with, and that the Vessel complies with, Annex VI;(b)
    
    maintain for the Vessel a valid and current
international air pollution prevention certificate issued under Annex
VI and provide a copy to the Agent; and(c)
    
    notify the Agent immediately in writing of
any actual or threatened withdrawal, suspension, cancellation or
modification of the IAPCC;
 10.22.13
    
    give to the Agent at such times as it may from time to time require a
certificate, duly signed on its behalf as to the amount of any debts, damages
and liabilities relating to the Vessel and, if so required by the Agent,
forthwith discharge such debts, damages and liabilities to the Agents
satisfaction; and
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10.22.14
    
    maintain the registration of the Vessel under and fly the flag of the
United States of America and not do or permit anything to be done whereby such
registration may be forfeited or imperilled.
 10.23
    
    Hermes CoverThe Lenders have claims arising from this Agreement guaranteed by the Federal
Republic of Germany (represented by Hermes) by way of the Hermes Cover. The
unrestricted existence of the Hermes Cover is a pre-requisite to drawdown of any
Portion or part thereof as referred to in Clause 2.3.3 and to the maintenance of the
Loan in accordance with the terms of this Agreement after drawdown.The terms and conditions of the Hermes Cover are incorporated herein and in so far
as they impose terms, conditions and/or obligations on the Trustee and/or the Agent
and/or the Hermes Agent and/or the Lenders in relation to the Borrower or any other
Obligor then such terms, conditions and obligations are binding on the parties
hereto and further in the event of any conflict between the terms of the Hermes
Cover and the terms hereof the terms of the Hermes Cover shall be paramount and
prevail and any breach of those terms as applied to the Borrower or any other
Obligor shall be deemed to be an Event of Default. For the avoidance of doubt, the
Borrower has no interest or entitlement in the proceeds of the Hermes Cover.10.24
    
    DividendsThe Borrower will procure that any dividends or other distributions and interest
paid or payable in connection therewith received by the Shareholder will be paid to
the Guarantor directly or indirectly by way of dividend in each case promptly on
receipt.
 11
    
    Default
 11.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 11.1.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of the Loan (provided however that if any such amount
is not paid when due solely by reason of some error or omission on the part
of the bank or banks through whom the relevant funds are being transmitted
no Event of Default shall occur for the purposes of this Clause 11.1.1 until
the expiry of three (3) Business Days following the date on which such
payment is due), or within three (3) Business Days of the due date any other
amount, payable by it under any Security Document to which it may at any
time be a party, at the place and in the currency in which it is expressed
to be payable.11.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor or the Builder fails to comply with
any other material provision of any Security Document or there is any
other material
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breach in the sole opinion of the Agent of any of the Transaction
Documents and such failure (if in the opinion of the Agent in its
sole discretion it is capable of remedy) continues unremedied for a
period of thirty (30) days from the date of its occurrence and in
any such case as aforesaid the Agent in its sole discretion
considers that such failure is or could reasonably be expected to
become materially prejudicial to the interests, rights or position
of the Lenders; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or if any of the parties thereto becomes entitled
to terminate or repudiate any of them and evidences an intention so to
do.
 11.1.3
    
    MisrepresentationAny representation, warranty or statement made or repeated in, or in
connection with, any Transaction Document or in any accounts, certificate,
statement or opinion delivered by or on behalf of any Obligor thereunder or
in connection therewith is materially incorrect when made or would, if
repeated at any time hereafter by reference to the facts subsisting at such
time, no longer be materially correct.11.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group;(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise;(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable;(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default;
 PROVIDED THAT:
 (i)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000); and(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded provided first that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
 
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period of one hundred and fifty (150) days this Clause 11.1.4(ii)
shall not apply to that Financial Indebtedness.
 11.1.5
    
    Winding-upSubject to Clause 10.8, any order is made or an effective resolution passed
or other action taken for the suspension of payments or reorganisation,
dissolution, termination of existence, liquidation, winding-up or bankruptcy
of any member of the NCLC Group.11.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC Group
or a composition or an arrangement with creditors of any member of the NCLC
Group or any similar proceeding or arrangement by which the assets of any
member of the NCLC Group are submitted to the control of its creditors is
applied for, ordered or declared or any member of the NCLC Group commences
negotiations with any one or more of its creditors with a view to the
general readjustment or rescheduling of all or a significant part of its
Financial Indebtedness.11.1.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, administrative receiver,
manager or similar officer is appointed in respect of any member of the NCLC
Group or in respect of all or any substantial part of the assets of any
member of the NCLC Group and in any such case such appointment is not
withdrawn within thirty (30) days (the Grace Period) unless the Agent
considers in its sole discretion that the interest of the Lenders might
reasonably be expected to be adversely affected in which event the Grace
Period shall not apply.11.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is unable,
or admits in writing its inability, to pay its debts as they fall due or
becomes insolvent within the terms of any applicable law.11.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the NCLC Group and
remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of twenty five million Dollars (USD25,000,000) following
final appeal remains unsatisfied for a period of thirty (30) days in the
case of a judgment made in the United States of America and otherwise for a
period of sixty (60) days PROVIDED THATno Event of Default shall be deemed
to have occurred unless the distress, execution, attachment or other process
adversely affects any Obligors ability to meet any of its material
obligations under any Security Document to which it is or may be a party or
cause to occur any of the events specified in Clauses 11.1.5 to 11.1.8 (the
determination of which shall be in the Agents sole discretion).
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11.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the
events specified in Clauses 11.1.5 to 11.1.9 shall occur under the laws of
any applicable jurisdiction.11.1.11
    
    Cessation of businessAny member of the NCLC Group ceases to carry on all or a substantial part of
its business PROVIDED THATno Event of Default will arise under this clause
on a cessation of business in accordance with the Apollo-Related
Transactions or any other cessation of business that does not imperil the
security created by any of the Security Documents or affect the ability of
any Obligor duly to perform any of its obligations under any Security
Document to which it may be a party at any time.11.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents is materially adversely modified, revoked or withheld or does not
remain in full force and effect and within ninety (90) days of the date of
its occurrence such event is not remedied to the satisfaction of the Agent
and the Agent considers in its sole discretion that such failure is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the modification, revocation or
withholding of the authorisation, approval or consent is due to an act or
omission of any Obligor and the Agent is satisfied in its sole discretion
that the Lenders interests might reasonably be expected to be materially
adversely affected.11.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for any Obligor, the Builder or
Hermes to perform any of its material (to the Lenders or any of them and/or
the Agent and/or the Hermes Agent) obligations under any Security Document
to which it is a party or it is unlawful or impossible for the Agent, the
Trustee or any Lender to exercise any of its rights under any of the
Security Documents PROVIDED THATno Event of Default shall be deemed to have
occurred (except where the unlawfulness or impossibility adversely affects
any Obligors or the Builders payment obligations under this Agreement and
the other Security Documents or Hermes payment obligations under the Hermes
Cover (the determination of which shall be in the Agents sole discretion)
in which case the following provisions of this Clause 11.1.13 shall not
apply) where the unlawfulness or impossibility preventing any Obligor, the
Builder or Hermes from performing its obligations (other than its payment
obligations under this Agreement and the other Security Documents) is cured
within a period of twenty one (21) days of the occurrence of the event
giving rise to the unlawfulness or impossibility and the relevant Obligor,
the Builder or Hermes within the aforesaid period, performs its
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obligation(s) and PROVIDED FURTHER THATno Event of Default shall be deemed
to have occurred where the Agent, the Trustee and/or any relevant Lender was
aware of the default and could, in its sole discretion, mitigate the
consequences of the unlawfulness or impossibility in the manner described in
Clause 4.3.2. The costs of mitigation shall be determined in accordance
with Clause 4.3.2.11.1.14
    
    InsurancesThe Borrower fails to insure the Vessel in the manner specified in
Clause 10.21 or fails to renew the Insurances at least ten (10) days prior
to the date of expiry thereof and produce prompt confirmation of such
renewal to the Agent.11.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days after the date of the event giving rise to such
Total Loss.11.1.16
    
    DisposalsIf the Borrower or any other member of the NCLC Group or the Builder (in
respect of the property assigned to the Trustee pursuant to the Construction
Risks Insurance Assignment only) shall have concealed, removed, or permitted
to be concealed or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them, or made or suffered a
transfer of any of its property (in the case of the Builder, limited to the
aforesaid property) which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or shall have made any transfer of its property
(in the case of the Builder, limited to the aforesaid property) to or for
the benefit of a creditor with the intention of preferring such creditor
over any other creditor.11.1.17
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor or the
Builder which in the reasonable opinion of the Agent would or might be
expected to imperil the security created by any of the Security Documents.11.1.18
    
    Material adverse changeAny material adverse change in the business, assets or financial condition
of any Obligor occurs which in the reasonable opinion of the Agent would or
might reasonably be expected to affect the ability of that Obligor duly to
perform any of its material obligations under any Security Document to which
it is or may at any time be a party. For the purposes of this Clause 11.1.18
and without prejudice to the generality of the expression material
obligationsany payment obligations of any Obligor shall be deemed
material.
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11.1.19
    
    Governmental interventionThe authority of any member of the NCLC Group or the Builder in the conduct
of its business is wholly or substantially curtailed by any seizure or
intervention by or on behalf of any authority and within ninety (90) days of
the date of its occurrence any such seizure or intervention is not
relinquished or withdrawn and the Agent reasonably considers that the
relevant occurrence is or might be expected to become materially prejudicial
to the interests, rights or position of the Lenders PROVIDED THATthe
Borrower shall not be entitled to the aforesaid ninety (90) day period if
the seizure or intervention executed by any authority is due to an act or
omission of any member of the NCLC Group or the Builder and the Agent is
satisfied, in its sole discretion, that the Lenders interest might
reasonably be expected to be materially adversely affected.11.1.20
    
    The BuilderAny of the events specified in Clauses 11.1.5 to 11.1.12 of this Clause
shall occur in respect of the Builder at any time prior to the Redelivery
Date.11.1.21
    
    The VesselThe Vessel has not been redelivered to the Borrower by the Builder pursuant
to the Building Contract by 3 December 2005 (or such later date as is agreed
between the Borrower, the Lenders and Hermes).
 11.2
    
    Acceleration
 11.2.1
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing the Agent may if the Facility has not yet been
drawn down, by notice to the Borrower cancel the obligations of the Lenders
under this Agreement.11.2.2
    
    Subject to the provisions of the Co-ordination Deed, on the occurrence of an
Event of Default and at any time thereafter whilst such event shall be
continuing, if any of the Facility has been drawn down:
 (a)
    
    the Agent may by notice to the Borrower declare
the whole or any part of the Loan due and repayable in accordance with
the terms of such notice whereupon the same shall become due and
repayable accordingly together with all interest accrued thereon and
all other amounts payable hereunder and under any of the other Security
Documents and any undrawn Portion or any part thereof shall be
cancelled; and/or(b)
    
    the Trustee, the Agent, the Hermes Agent and
the Lenders may from time to time exercise all or any of its or their
rights under any of the Security Documents in such order and in such
manner as it or they shall deem appropriate; and/or
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(c)
    
    the Trustee may at the discretion of the Agent
terminate or continue with the Supervision Agreement, the Management
Agreement and/or the Sub-Agency Agreement.
 11.3
    
    Default indemnityThe Borrower shall on demand indemnify the Agent and the Lenders, without prejudice
to any of their other rights under this Agreement and the other Security Documents,
against any loss or expense which the Agent shall certify as sustained or incurred
by any of them as a consequence of:
 11.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or any
of the other Security Documents when due, including, without limitation, any
liability incurred by the Trustee, the Agent, the Lenders and the Hermes Agent
by reason of any delay or failure of the Borrower to pay any such sums;11.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default;11.3.3
    
    any prepayment of the Loan or part thereof being made at any time for any
reason; and/or11.3.4
    
    a Portion or any part thereof not being drawn for any reason (excluding any
default by the Agent or any Lender) after a Drawdown Notice has been given,
 including, in any such case, but not limited to, any loss or expense sustained or
incurred in maintaining or funding the Loan or in liquidating or re-employing
deposits from third parties acquired to effect or maintain the Loan, any loss
(including the cost of breaking deposits or re-employing funds (including
warehousing and other related costs)) or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction.11.4
    
    Set-offFollowing the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent and the Lenders to apply
any credit balance to which the Borrower is entitled upon any account of the
Borrower with any branch of any of the Agent and the Lenders in or towards
satisfaction of any sum due to the Agent or any Lender hereunder but unpaid, and to
combine any accounts of the Borrower for this purpose. If such set-off requires a
credit balance in a currency other than Dollars and/or Euro to be transferred to an
account maintained in connection herewith the transfer shall be effected by
crediting to the account in question the amount of Dollars and/or Euro (as the case
may be) which the Agent or the Lender (as the case may be) could obtain by
exchanging such currency for Dollars or Euro (as the case may be) at the rate of
exchange at which its Office would, at the opening of business on the date on which
the combination is effected, have sold the currency of that credit balance for
Dollars or Euro (as the case may be) for immediate redelivery.
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12
    
    Application of Funds
 12.1
    
    Total Loss proceeds/proceeds of sale/Event of Default moniesIn the event of the Vessel becoming a Total Loss or if the Vessel is sold or if an
Event of Default has occurred then all Total Loss proceeds or proceeds of sale of
the Vessel or any monies received by the Trustee, the Agent, the Hermes Agent, any
Lender or any of their respective Affiliates (as defined in clause 11.4.1 of the
Guarantee) under or pursuant to the Security Documents (other than the Hermes Cover)
shall, subject to the provisions of the Co-ordination Deed, be held by the Agent and
applied in the following manner and order:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions and any costs incurred in breaking any funding, the expenses of any
sale, the expenses of retaining any attorney, solicitors fees, court costs and
any other expenses or advances made or incurred by the Trustee, the Agent, the
Hermes Agent or any Lender in the protection of the Trustees, the Agents, the
Hermes Agents and that Lenders rights or the pursuance of its or their
remedies hereunder and under the other Security Documents or to any payments
whether voluntary or not which the Agent considers advisable to protect its,
the Trustees, the Hermes Agents or the Lenders security and to provide
adequate indemnity against liens claiming priority over or equality with the
lien of the Security Documents or any other Encumbrances but excluding any
costs incurred in breaking an Interest Exchange Arrangement or any swap
agreements or other interest rate management products entered into by the
Lenders for the purpose of this transaction including but without limitation
warehousing and other related costs);SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon to which the Lenders and/or
the Agent are entitled hereunder and/or under the other Security Documents in
connection with the Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Instalments (whether or not then due
and payable) in reverse order of maturity date;SIXTHLY
    
    in or towards satisfaction of any other amounts due from the
Borrower to the Agent or the Lenders under the Security Documents using in the
discretion of the Agent the same order of application as Firstly to Fifthly;
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SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Trustee and/or the Agent and/or the Lenders and/or the
Hermes Agent under this Agreement or any of the other Security Documents and
which the assigned Earnings may be insufficient to satisfy;EIGHTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest rate
management products entered into by the Lenders for the purpose of this
transaction; andNINTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall
then be entitled thereto.
 In the event of the proceeds being insufficient to pay the amounts referred to above
the Agent shall be entitled to collect the balance from the Borrower.
 12.2
    
    General fundsSubject to the provisions of the Co-ordination Deed, any other monies received by or
in the possession of the Trustee, the Agent, any Lender or the Hermes Agent under or
pursuant to the Security Documents (other than the Hermes Cover) which are expressed
hereunder and/or under the Security Documents to be distributed in accordance with
the provisions of this Clause or where no express provisions are made for disposal
shall be applied in the discretion of the Agent as follows:
 FIRSTLY
    
    in or towards payment of all fees, costs and expenses (excluding any
costs (including without limitation any warehousing and other related costs)
incurred in breaking any Interest Exchange Arrangement or any interest rate
swap agreements or other interest rate management products entered into by the
Lenders for the purposes of this transaction) incurred by the Agent or any
Lender in connection with the Loan and which are for the time being unpaid;SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon to which the Lenders and/or
the Agent and/or the Hermes Agent are entitled hereunder and/or under the other
Security Documents in connection with the Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;
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FIFTHLY
    
    in or towards payment of the Instalments in reverse order of
maturity date;SIXTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Agent and/or the Lenders and/or the Hermes Agent under this
Agreement or any of the other Security Documents and which the assigned
Earnings may be insufficient to satisfy;SEVENTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest rate
management products entered into by the Lenders for the purpose of this
transaction; andEIGHTHLY
    
    the balance (if any) shall be released to the Borrower or to its
order or whomsoever else may be entitled thereto.
 12.3
    
    Application of proceeds of InsurancesSubject to the provisions of the Co-ordination Deed, proceeds of the Insurances for
partial losses shall be applied in accordance with the Construction Risks Insurance
Assignment or the Insurance Assignment (as the case may be) and/or the loss payable
clause(s) endorsed on the Insurances in the form approved by the Agent and in the
case of a Total Loss of the Vessel in accordance with Clause 4.5 and Clause 12.1.12.4
    
    Application of any reduction in the Hermes PremiumAny amount received by the Agent or the Hermes Agent following a reduction in the
amount of the Hermes Premium shall be applied as to eighty per cent (80%) in
accordance with Clause 4.7 and the balance shall be paid to the Borrower PROVIDED
THATno Event of Default has occurred and is continuing when such amount shall be
applied in accordance with Clause 12.1.12.5
    
    Suspense accountAny monies received or recovered by the Trustee, the Agent, any Lender or the Hermes
Agent under or in connection with the Security Documents and credited to any
suspense or impersonal interest bearing security realised account may be held in
such account for so long as the Agent thinks fit pending application at the Agents
discretion in accordance with Clause 12.1 or Clause 12.2 (as the case may be).
 13
    
    Fees
 13.1
    
    The Borrower shall enter into fees side letters with the Agent on the date of
the Original Loan Agreement and a new fees side letter on the date of the First
Supplemental Agreement and pay to the Agent such fees and on such date(s) as shall be
referred to therein.
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14
    
    Expenses
 14.1
    
    Initial expensesThe Borrower shall reimburse the Agent on first demand on a full indemnity basis for
the reasonable charges and expenses (together with value added tax or any similar
tax thereon and including without limitation the fees and expenses of legal,
insurance and other advisers and travel expenses) incurred by the Agent in respect
of the syndication, negotiation, preparation, printing, execution and registration
of this Agreement and the other Transaction Documents and any other documents
required in connection with the implementation of this Agreement and the
Apollo-Related Transactions.14.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent, the Lenders and the Hermes Agent on demand
on a full indemnity basis for all charges and expenses (including value added tax or
any similar tax thereon and including the fees and expenses of legal advisers)
incurred by the Agent, each of the Lenders and the Hermes Agent in connection with
the enforcement of, or the preservation of any rights under, this Agreement and the
other Security Documents.14.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent or the Hermes Agent (as the case may
be) on demand against any and all stamp, registration and similar Taxes which may be
payable in any jurisdiction in connection with the entry into, performance and
enforcement of this Agreement or any of the other Security Documents.
 15
    
    Waivers, Remedies Cumulative
 15.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Trustee, the
Agent, any of the Lenders or the Hermes Agent any right or remedy under any of the
Security Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
thereof, or the exercise of any other right or remedy. No waiver by the Trustee,
the Agent, the Hermes Agent or any of the Lenders shall be effective unless it is in
writing.15.2
    
    Remedies cumulativeThe rights and remedies of the Agent and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.15.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.
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15.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents PROVIDED HOWEVER THATneither the Agent nor any of the
Lenders shall be entitled to terminate or treat this Agreement or any of the other
Security Documents as having been repudiated otherwise than in circumstances which
constitute an Event of Default.
 16
    
    Counterparts
 16.1
    
    This Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same agreement.
 17
    
    Assignment
 17.1
    
    Benefit of agreementThis Agreement shall be binding upon the Borrower and its successors and shall inure
to the benefit of the Agent and each of the Lenders and their successors and
assigns.17.2
    
    No transfer by the BorrowerThe Borrower may not assign or transfer all or any of its rights, benefits or
obligations hereunder or under any of the other Security Documents.17.3
    
    Assignments, participations and transfers by a LenderEach Lender may, subject to obtaining the prior written approval of the Agent and
the Hermes Agent, in the case of the Agent such approval not to be unreasonably
withheld or delayed, at any time transfer or assign all of its rights and benefits
hereunder and under the Security Documents to any other lending institution but
shall, prior to such transfer or assignment, on request by the Agent, pay a fee to
the Agent of one thousand Dollars (USD1,000) PROVIDED THAT(save in the case of a
transfer or assignment of rights and benefits to any subsidiary or holding company
of such Lender or to another Lender) no such transfer or assignment may be made
without the prior written consent of the Borrower (which consent is not to be
unreasonably withheld or delayed). If a Lender transfers or assigns its rights and
benefits hereunder as provided above, all references in this Agreement and the other
Security Documents to that Lender shall be construed as a reference to that Lender
and/or its Transferee or assignee to the extent of their respective interests.Each Lender may, however, without the prior approval of the Agent, the Hermes Agent
or the Borrower and without payment of a fee to the Agent, at any time transfer or
assign all of its rights and benefits hereunder and under the Security Documents to
Hermes or to any nominee of the Federal Republic of Germany or for pure refinancing
purposes by way of Hermes Verbriefungsgarantie PROVIDED THATin the latter case
the assigning Lender shall not be released from its obligations hereunder or under
the other Security Documents by any such transfer or assignment.
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17.4
    
    Effectiveness of transferIf a Lender transfers or assigns all or any of its rights and benefits hereunder in
accordance with Clause 17.3, then, unless and until the Transferee or assignee has
agreed that it shall be under the same obligations towards the parties to this
Agreement as it would have been under if it had been a party hereto as a lender, the
parties to this Agreement shall not be obliged to recognise such Transferee or
assignee as having the rights against each of them which it would have had if it had
been such a party hereto.17.5
    
    Transfer of rights and obligationsIf any Lender wishes to transfer all or any of its rights, benefits and/or
obligations hereunder or under the other Security Documents as contemplated in
Clause 17.3, then such transfer may be effected by the due completion and execution
by the Lender and the relevant Transferee of a Transfer Certificate in the form of
Schedule 6. The Agent shall then forthwith execute the Transfer Certificate on
behalf of itself and the other parties to this Agreement in accordance with the
provisions of Clause 17.8. On the later of the Transfer Date and the fifth (5th)
Business Day following the date of redelivery of the Transfer Certificate to the
Agent for execution:
 17.5.1
    
    to the extent that in such Transfer Certificate the Lender party thereto
seeks to transfer its rights, benefits and/or its obligations hereunder or
under the other Security Documents, the Borrower and the relevant Lender shall
each be released from further obligations to the other hereunder and their
respective rights against each other shall be cancelled (such rights and
obligations being referred to in this Clause 17.5 as discharged rights,
benefits and obligations);17.5.2
    
    the Borrower and the Transferee party thereto shall each assume obligations
towards each other and/or acquire rights against each other which differ from
such discharged rights, benefits and obligations only insofar as the Borrower
and such Transferee have assumed and/or acquired the same in place of the
Borrower and the relevant Lender; and17.5.3
    
    such Transferee shall acquire the same rights and benefits and assume the
same obligations as it would have acquired and assumed had such Transferee been
an original party hereto as a Lender with the rights, benefits and/or
obligations acquired or assumed by it as a result of such transfer.
 17.6
    
    Consent and increased obligations of the BorrowerIn the event that a Lender transfers its Office or transfers or assigns its rights
and/or benefits hereunder to its affiliate or another Lender and, at the time of
such transfer or assignment, there arises an obligation on the part of the Borrower
hereunder to pay to the relevant Lender or any other person any amount in excess of
the amount they would have been obliged to pay but for such transfer or assignment
and the consent of the Borrower has not been obtained to such transfer or assignment
and the increased cost then, without prejudice to any obligation of the Borrower
which arises after the time of such transfer or assignment, the Borrower shall not
be obliged to pay the amount of such excess.
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17.7
    
    Disclosure of informationAny Lender may disclose to a potential Transferee or assignee who may otherwise
propose to enter into contractual relations with it in relation to this Agreement
such information about each of the Obligors or the Builder (or otherwise) as that
Lender shall consider appropriate SUBJECT ALWAYSto the relevant Lender procuring
the execution by the potential Transferee or assignee of a Confidentiality
Undertaking PROVIDED ALWAYS THATa Lender, the Agent, the Hermes Agent and the
Trustee may provide any such information and copies of this Agreement, any of the
Security Documents and all records in connection therewith to its professional
advisers and auditors, to any banking or regulatory authority or to Hermes and/or
the Federal Republic of Germany and/or the European Union and/or any agency thereof
or any person acting or purporting to act on any of their behalves and/or to the
Builder or as required by law, regulation or legal process without first procuring
the execution of a Confidentiality Undertaking. The Borrower acknowledges and
agrees that any such information may be used by Hermes and/or the Federal Republic
of Germany and/or the European Union and/or any agency thereof or any person acting
or purporting to act on any of their behalves for statistical purposes and/or for
reports of a general nature.17.8
    
    Transfer Certificate to be executed by the AgentIn order to give effect to a Transfer Certificate each of the Arrangers, the
Lenders, the Hermes Agent, the Trustee and the Borrower hereby irrevocably and
unconditionally appoints the Agent as its true and lawful attorney with full power
to execute on its behalf each Transfer Certificate delivered to the Agent pursuant
to Clause 17.5 without the Agent being under any obligation to take any further
instructions from, or give any prior notice to, the Arrangers, the Lenders, the
Hermes Agent, the Trustee, the Borrower or the Guarantor before doing so and the
Agent shall so execute each such Transfer Certificate on behalf of the Arrangers,
the Lenders, the Hermes Agent, the Trustee, the Borrower and the Guarantor forthwith
upon its receipt thereof pursuant to Clause 17.5.17.9
    
    Notice of Transfer CertificatesThe Agent shall promptly notify the Arrangers, the Lenders, the Hermes Agent, the
Trustee, the Transferee, the Borrower and the Guarantor upon the execution by it of
any Transfer Certificate together with details of the amount transferred, the
Transfer Date and the parties to such transfer.17.10
    
    Documentation of transfer or assignmentThe Borrower shall at the request of the Agent promptly execute or promptly procure
the execution of such documents and do (or procure the doing of) all such acts and
things as may be necessary or desirable to give effect to any transfer or assignment
pursuant to this Clause 17.17.11
    
    Contracts (Rights of Third Parties) Act 1999 (the Act)A person who is not a party to this Agreement has no right under the Act to enforce
any term of this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from the Act.
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18
    
    Notices
 18.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.18.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower c/o 7665 Corporate Center Drive,
Miami, Florida 33126, United States of America (marked for the attention of the
Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice)
with a copy to the Investors c/o Apollo Management, LP, 9 West 57th Street, 43rd
Floor, New York, NY 10019, United States of America (marked for the attention of Mr
Steven Martinez). Any notice, demand or other communication to be made or delivered
by the Borrower to the Agent pursuant to this Agreement shall (unless the Agent has
by fifteen (15) days written notice to the Borrower specified another address) be
made or delivered to the Agent at its Office, the details of which are set out in
Schedule 2. A copy of any notice to the Agent shall be delivered to the Hermes
Agent at its Office as aforesaid.18.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is c/o +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the
attention of the Legal Department) with a copy to the Investors c/o Apollo
Management, LP at +1 212 515 3288 (marked for the attention of Mr Steven Martinez),
and in the case of the Trustee, the Agent, the Hermes Agent or any Lender is as
recorded in Schedule 2) specified by it from time to time for the purpose and shall
be deemed to have been received when transmission of such telefax communication has
been completed provided that if in the place of receipt the transmission is received
outside normal business hours on a Business Day or not on a Business Day the
transmission shall be deemed to have been received at the commencement of the next
Business Day. Each such telefax communication, if made to the Agent or any Lender
by the Borrower, shall be signed by the person or persons authorised in writing by
the Borrower and whose signature appears on the list of specimen signatures
contained in the secretarys certificate required to be delivered by paragraph 2 of
Schedule 4 and shall be expressed to be for the attention of the department or
officer whose name has been notified for the time being for that purpose by the
Agent or any Lender to the Borrower.
 103




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##### 



18.4
    
    ReceiptEach such notice, demand or other communication shall be deemed to have been made or
delivered (in the case of any letter) when delivered to its office for the time
being or, if sent by post, five (5) days after being deposited in the post first
class postage prepaid in an envelope addressed to it at that address PROVIDED THAT
if the copy of any notice, demand or other communication is not received by the
Investors it shall not affect the deemed making or delivery of the notice, demand or
other communication.18.5
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement or any other Security Document shall be in the
English language or accompanied by a certified English translation. In the event of
any conflict between the translation and the original text the translation shall
prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type or a notice, demand or other communication from
Hermes or in relation to the Hermes Cover.
 19
    
    Governing Law
 19.1
    
    This Agreement shall be governed by English law.
 20
    
    Waiver of Immunity
 20.1
    
    To the extent that the Borrower may in any jurisdiction claim for itself or its
assets immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process in relation to this Agreement or the
other Security Documents and to the extent that in any such jurisdiction there may be
attributed to itself or its assets such immunity (whether or not claimed) the Borrower
hereby irrevocably and unconditionally agrees throughout the Security Period not to
claim and hereby irrevocably waives such immunity to the full extent permitted by the
laws of such jurisdiction. In respect of any legal action or proceedings arising out
of or in connection with any of the Security Documents the Borrower hereby consents
generally as a matter of procedure in relation to the waiver of immunity (but not so as
to prejudice any defence which it may have on the merits of the substantive issue) to
the giving of any relief or the issue of any process in connection with such legal
action or proceedings including without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its uses or intended uses)
of any order or judgment which may be made or given in such legal action or
proceedings.
 21
    
    Rights of the Agent, the Hermes Agent, the Trustee and the Lenders
 21.1
    
    No derogation of rightsAny rights conferred on the Agent, the Hermes Agent, the Trustee and the Lenders or
any of them by this Agreement or any other Security Document shall be in addition to
and not in substitution for or in derogation of any other right which the Agent, the
Hermes Agent, the Trustee and the Lenders or any of them might at any time have to
seek from the Borrower or any other person for payment of sums due from the Borrower
or indemnification against liabilities as a
 104




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##### 



result of the Borrowers default in payment of sums due from it under this Agreement
or any other Security Document.21.2
    
    Enforcement of remediesNone of the Agent, the Hermes Agent, the Trustee or the Lenders shall be obliged
before taking steps to enforce any rights conferred on it by this Clause or
exercising any of the rights, powers and remedies conferred on it hereby or by law:
 21.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it may seek payment of any sum due from the Borrower
under this Agreement or any other Security Document;21.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or21.2.3
    
    to enforce or seek to enforce any other rights it may have against the
Borrower or any other such person.
 22
    
    Jurisdiction
 22.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 22.1 is for the benefit of the Agent, the Hermes Agent, the Trustee and
the Lenders only. As a result, no such party shall be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, any such party may take concurrent proceedings in any number
of jurisdictions.22.2
    
    The Borrower may not, without the Agents prior written consent, terminate the
appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.22.3
    
    For the purpose of securing its obligations under Clause 22.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 22.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent, the Hermes Agent, the Trustee or
any Lender) to act as the Borrowers process agent in England with the unconditional
authority described in Clause 22.2.22.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any
 105




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##### 



process or to forward any process to the Borrower) shall invalidate any proceedings
or judgment.22.5
    
    The Borrower appoints in the case of the courts of England the Process Agent,
to receive, for and on its behalf service of process in England of any legal
proceedings with respect to this Agreement and any other Security Document.22.6
    
    A judgment relating to this Agreement which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.22.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Hermes Agent, the Trustee or a Lender may have (whether under the laws of any country,
an international convention or otherwise) with regard to the bringing of proceedings,
the service of process, the recognition or enforcement of a judgment or any similar or
related matter in any jurisdiction.22.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 THE BORROWERSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )SHIP HOLDING LLC
    
    
    )in the presence of:
    
    
    )THE ARRANGERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )in the presence of:
    
    
    )
 106




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )THE LENDERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )in the presence of:
    
    
    )THE AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )
 107




---



##### 



THE HERMES AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )in the presence of:
    
    
    )THE TRUSTEESIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )
 108




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##### 



Schedule 1
  109




---



##### 



Schedule 2
  110




---



##### 



Schedule 3
  111




---



##### 



Schedule 4
  112




---



##### 



Schedule 5
  113




---



##### 



Schedule 6
  114




---



##### 



Schedule
  115




---



##### 



Schedule 7
  116




---



##### 



Schedule 8
  117




---



##### 



Schedule 9
 Apollo-Related Transactions
 1
    
    Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing), the Investors shall pay to the Guarantor USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Guarantor,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent (50%) of the issued and outstanding
Ordinary Shares of the Guarantor as of the Closing.1.2
    
    On the Jade Transfer Date (i) the Shareholder will transfer the Jade Assets to
NCL International (or one of NCL Internationals existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer
from the US flag to the Bahamas flag PROVIDED THATin the event that the transfer of
the Jade Assets can be effected in a manner that the parties to the Subscription
Agreement agree is more advantageous from a tax perspective than the manner set forth
above, such transfer shall be effected in an alternative manner and (ii) NCL
International (or one of its existing or newly-formed subsidiaries) will assume the
Jade Liabilities (such transactions together the Jade Transfer).1.3
    
    Effective as of the Closing, in consideration of the mutual covenants and
agreements contained therein, the Guarantor has released, waived and forever discharged
Star, its Subsidiaries and their respective predecessors, successors, assigns,
officers, directors, shareholders, employees and agents and their respective counsel
(for the benefit of Star and its Subsidiaries) from any and all actions, causes of
actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of
any type, based on any fact or circumstance arising prior to the Closing based on
Stars relationship with the Guarantor and its Subsidiaries prior to the Closing
(including any claims relating to actual or alleged breaches of fiduciary or other
duties by Stars directors, officers or shareholders), whether based on contract or any
applicable law (including tort, statute, local ordinance, regulation or any comparable
law) in any jurisdiction.1.4
    
    Star, the Guarantor and the Investors have stated their mutual intention that,
following the Closing, Star and the Guarantor continue their current policies and
practices of close collaboration in support of their mutual efforts to develop their
respective cruise line businesses, including providing assistance to each other in
mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration
in shipbuilding and sharing of ship design and providing or assisting in obtaining any
necessary consents and approvals relating to such initiatives, shipbuilding or ship
design PROVIDED THATin no event shall Star or the Guarantor be obligated to engage in
any such efforts if such efforts could reasonably be expected to have an adverse effect
on the operation or prospects of such partys respective cruise line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in
its sole discretion to have all or a portion of the indemnity obligation of Star
 118




---



##### 



deemed satisfied by having the Guarantor issue to the Investors additional Ordinary
Shares.1.6
    
    If the transactions contemplated by the Subscription Agreement upon the Closing
are consummated, at the Closing (as described in clause 1.1 of this Schedule), the
Guarantor shall pay, by wire transfer of immediately available funds, to each Person
who is the payee of any outstanding Guarantor Transaction Expenses as of the Closing
Date, the amount owed to such Person. For the avoidance of doubt, in the event that
the Closing Date transaction fee payable to either (i) an Affiliate of the Investors or
(ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to
half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for
its mergers and acquisitions advisory fee, such excess amount shall be paid, with
respect to (i), by Star, or with respect to (ii), by the Investors. If the
transactions contemplated by the Subscription Agreement upon the Closing (as described
in clause 1.1 of this Schedule) are not consummated, all costs and expenses incurred in
connection with the Subscription Agreement and the transactions contemplated thereby
shall be paid by the party incurring such costs and expenses.
 2
    
    Shareholders Agreement
 For so long as the ratio of the number of the Equity Securities owned by the Star Group on a
fully diluted basis divided by the number of the Equity Securities owned by the Investor
Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the
actions set forth in schedule II of the Shareholders Agreement without the prior written
approval of Star. For the purpose of this clause on a fully diluted basismeans taking
into account any shares issued or issuable under warrants, options and convertible
instruments (or other equity equivalents).
 3
    
    Reimbursement Agreement
 3.1
    
    Shareholder UndertakingsStar and Investor I have agreed (the NCLA Undertakings) to cause the Guarantor to
conduct the NCLA Business in the usual and ordinary course of business after the
Closing Date. In connection therewith, Star shall periodically reimburse the
Guarantor for any NCLA Cash Losses up to the amount of the Cash Losses Cap.3.2
    
    Star Termination ElectionAt any time after the Closing Date, Star may give notice (the Star Termination
Election) to the Guarantor and Investor I that it is terminating the NCLA
Undertakings. Following receipt by the Guarantor of the Star Termination Election,
the parties to the Reimbursement Agreement shall then within thirty (30) days
thereafter either (i) enter into the NCLA Continuation Agreement (as defined in
clause 3.4 of this Schedule) or (ii) make the NCLA Wind-up Determination (as defined
in clause 3.5 of this Schedule).3.3
    
    Guarantor Termination ElectionIn the event the Star Termination Election has not been delivered prior to
1 December 2008, then on the earlier of (i) such date and (ii) the date on which
 119




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##### 



the aggregate amount of NCLA Cash Losses actually accrued equals or exceeds
USD37,500,000, the Guarantor may give notice to Star (the Guarantor Termination
Election) that it is terminating the NCLA Undertakings. Following receipt by Star
of the Guarantor Termination Election (a) the parties to the Reimbursement Agreement
shall undertake the Shut Down Procedure (b) the America Assets shall be transferred
by the Shareholder to NCL International (or one of its existing or newly-formed
subsidiaries), which transfer shall be accomplished through liquidations to the
extent necessary and NCL International (or one of its existing or newly-formed
subsidiaries) shall assume any liabilities associated with the America Assets, and
the Vessel shall be re-flagged in connection with such transfer from the US flag to
the Bahamas flag (such transactions together the America Transfer) (c) the
Guarantor shall pay to Star an amount equal to USD460,000,000 less any America
Accumulated Book Depreciation and less any Allocable America Indebtedness (d) the
Guarantor shall prepay and/or cancel the relevant percentage of the term loan and
revolving credit facilities outstanding under the credit facilities related to the
Aloha Assets (and the lenders under such facilities shall release all of their liens
on the Aloha Assets) and cause the transfer to Star (or one of its subsidiaries) of
all of the Shareholders right, title and interest in the Aloha Assets free and
clear of any Encumbrances through liquidations that qualify as complete liquidations
under section 331 of the Code of the Shareholder, Pride of Aloha, Inc., a Delaware
corporation, and each of the Shareholders other subsidiaries, to the extent
necessary and (e) Star shall reimburse the Guarantor for any and all Shut Down Costs
up to USD35,000,000 (each such payment, distribution or transaction, the Wind Up
Transactions). Following any decision to shut down the NCLA Business, any decision
to sell or otherwise dispose of any of the assets of the NCLA Business (other than
the Vessel, the Pride of Aloha Vessel and their respective related assets) as part
of the Shut Down Procedure shall be determined solely by Star. The net proceeds of
any such sale or disposition(s) shall be deducted from and shall reduce the Shut
Down Costs by such amount of net proceeds.
 3.4
    
    NCLA Continuation AgreementIn the event that Star has provided the Guarantor and Investor I with the Star
Termination Election, then within thirty (30) days thereafter, the Guarantor and
Star will mutually agree in writing that the Guarantor shall continue to operate and
manage the NCLA Business (the NCLA Continuation Agreement), in which case (i)
Stars obligations to reimburse the Guarantor for the NCLA Cash Losses shall
terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii)
the Guarantor shall pay to Star an amount equal to USD800,000,000, less the Aloha
Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less
the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such
amounts together the Payment) PROVIDED THATthe Payment shall be funded in part by
an incremental equity contribution to the Guarantor by each of Star and Investor I
in the amount of USD170,000,000, less one-half of the Aloha Accumulated Book
Depreciation and less one-half of the Allocable Aloha Indebtedness.Subject to the proviso in the immediately preceding paragraph, the Guarantor shall
use reasonable best efforts to fund any payments to Star pursuant to the NCLA
Continuation Agreement, NCLA Wind Up Transactions or the Guarantor Termination
Election by either the use of funds generated internally by the
 120




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##### 



Guarantor or generated from the incurrence of additional Indebtedness from existing
or new debt facilities. In the event that the Guarantor is unable to fund payments
in such a manner, Star and Investor I acknowledge and agree that such funds shall be
generated by the net proceeds of a primary offering of additional Ordinary Shares to
the existing shareholders of the Guarantor at the Subscription Price.
 3.5
    
    NCLA Wind-up DeterminationIn the event that the Guarantor and Star have not entered into the NCLA Continuation
Agreement by the end of such thirty (30) day period or the Guarantor provides to
Star notice prior to the expiration of such thirty (30) day period that the
Guarantor has elected to shut down the NCLA Business (either such circumstance, the
NCLA Wind-up Determination) the parties shall consummate the Wind Up Transactions.If none of the Guarantor Termination Election, the NCLA Continuation Agreement or
the NCLA Wind-up Determination has been made by 31 December 2008, the provisions of
the Reimbursement Agreement shall apply as if the Guarantor and Star have entered
into the NCLA Continuation Agreement.
 4
    
    IndentureAs a result of the transactions contemplated by the Subscription Agreement (as described in
clause 1.1 of this Schedule), a change of control is triggered under the Indenture, dated 15
July 2004, between the Guarantor and JPMorgan Chase Bank, N.A., as indenture trustee, with
respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and as
required by the terms of the Indenture, the Guarantor will proceed with a repurchase offer
for the outstanding bonds at a purchase price in cash equal to one hundred and one per cent
(101%) of the principal amount plus accrued and unpaid interest. Apollo holds USD29,000,000
in principal amount of the said 10 5/8% Senior Notes due 2014.
 Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 121




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##### 



Allocable America Indebtedness
 Allocable Jade Indebtedness
 Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Cash Losses Cap
 Closing Date
 Code
 122




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##### 



Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Guarantor Transaction Expenses PROVIDED THAT
 Indebtedness
 123




---



##### 



Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 124




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##### 



NCLA Business
 NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Guarantor with the Investor; and(ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 125




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##### 



Person
 Post-Termination Expenses
 Pride of Aloha Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 126




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Transaction Documents
 Transfer
 Voting Agreement
 127




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##### 



Annex 1
 Accumulated Book Depreciation
   USD in millions
    
    
    
    
    
    
    
    Mar-07
    
    Jun-07
    
    Jul-07
    
    Aug-07
    
    Sep-07
    
    Oct-07
    
    Nov-07
    
    Dec-07
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08Pride of Aloha
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    304.6
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2
    
    
    
    282.2Pride of America
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    352.3
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2
    
    
    
    335.4
 
 Notes:A -
    
    Net book value at March 31 and June 30, 2007 as provided by managementB -
    
    Monthly depreciation based on YTD07 P&L; assuming no change in depreciation rates for current net book value going forwardC -
    
    FY07 and FY08 monthly capital expenditure per ship based on total FY07 and FY08 capital expenditure forecast prepared by management; assuming equal monthly spendD -
    
    Depreciation on FY07 and Fy08 capital expenditure spend per ship based on 5-year life, i.e. 20% depreciation per year, phased equally on monthly basis 128




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##### 



Schedule 3
 Amended and Restated Guarantee
 129




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##### 



DATED 23 APRIL 2004
 (1)
    
    NCL CORPORATION LTD.(as guarantor)(2)
    
    HSBC BANK PLC(as Hermes loan trustee)(3)
    
    HSBC BANK PLC(as commercial loan trustee)
 GUARANTEE
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
   [**]
 130




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    1332
    
    Guarantee and Indemnity
    
    
    1343
    
    Survival of Guarantors Liability
    
    
    1354
    
    Continuing Guarantee
    
    
    1365
    
    Exclusion of the Guarantors Rights
    
    
    1376
    
    Payments
    
    
    1387
    
    Enforcement
    
    
    1398
    
    Representations and Warranties
    
    
    1399
    
    General Undertakings: Positive Covenants
    
    
    14110
    
    General Undertakings: Negative Covenants
    
    
    14311
    
    Financial Undertakings and Ownership and Control of the Guarantor
    
    
    14612
    
    Discharge
    
    
    15213
    
    Assignment and Transfer
    
    
    15214
    
    Miscellaneous Provisions
    
    
    15215
    
    Waiver of Immunity
    
    
    15316
    
    Notices
    
    
    15317
    
    Governing Law
    
    
    15418
    
    Jurisdiction
    
    
    154Schedule 1  Quarterly Statement of Financial Covenants
    
    
    155Schedule 2  Letter of Instruction
    
    
    157
 131




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##### 



DEED
 DATED
 BY:
 (1)
    
    NCL CORPORATION LTD.being a company validly existing under the laws of Bermuda with its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor
(the Guarantor);
 IN FAVOUR OF:
 (2)
    
    HSBC BANK PLCa company incorporated under the laws of England and Wales whose office is at 8
Canada Square, London E14 5HQ, England (the Hermes Loan Trustee) as trustee for the
Beneficiaries; and
 (3)
    
    HSBC BANK PLCa company incorporated under the laws of England and Wales whose office is at 8
Canada Square, London E14 5HQ, England (the Commercial Loan Trusteeand together with the
Hermes Loan Trustee the Trustees) as trustee for the Beneficiaries.
 WHEREAS:
 (A)
    
    By a loan agreement dated 4 April 2003 (the Original Hermes Loan Agreement) made between
(among others) (1) Pride of America Ship Holding, Inc. as borrower (the Borrower) (2) the
banks whose names and Offices appear in schedule 2 to the Hermes Loan Agreement (the Hermes
Loan Lenders) (3) HSBC Bank plc as agent for the Hermes Loan Lenders (the Hermes Loan
Agent) (4) Commerzbank Aktiengesellschaft as agent (the Hermes Agent) and (5) the Hermes
Loan Trustee, as amended and restated by a first supplemental agreement thereto dated 20 April
2004 (the First Hermes Supplemental Agreementand together with the Original Hermes Loan
Agreement the Hermes Loan Agreement) made between (a) the parties to the Original Hermes
Loan Agreement (b) Star Cruises Limited (the Original Guarantor) and (c) the Guarantor, the
Hermes Loan Lenders agreed to make available to the Borrower, upon the terms and subject to
the conditions thereof, a secured term loan of the equivalent in Dollars of up to two hundred
and fifty eight million Euro (258,000,000) (the Hermes Loan) on the terms and conditions
contained therein.
 (B)
    
    By a loan agreement dated 4 April 2003 (the Original Commercial Loan Agreementand together
with the Original Hermes Loan Agreement the Original Loan Agreements) made between (among
others) (1) the Borrower as borrower (2) the banks whose names and Offices appear in schedule
2 to the Commercial Loan Agreement (the Commercial Loan Lendersand together with the Hermes
Loan Lenders the Lenders) (3) HSBC Bank plc as agent for the Commercial Loan Lenders (the
Commercial Loan Agentand together with the Hermes Loan Agent the Agents) (4) the Hermes
Agent and (5) the Commercial Loan Trustee, as amended and restated by a first supplemental
agreement thereto dated 20 April 2004 (the First Commercial Supplemental Agreement) (the
First Hermes Supplemental Agreement and the First Commercial Supplemental Agreement together
the Supplemental Agreements, the First Commercial Supplemental Agreement and the Original
Commercial Loan Agreement together the Commercial Loan Agreementand the Hermes Loan
Agreement and the Commercial Loan Agreement together the Loan Agreements), the Commercial
Loan Lenders agreed to make available to the Borrower, upon the terms and
 132




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##### 



subject to the conditions thereof, a secured term loan of the equivalent in Dollars of up to
forty million Euro (40,000,000) (the Commercial Loanand together with the Hermes Loan
the Loans) on the terms and conditions contained therein.
 (C)
    
    By a deed of agency and trust dated 4 April 2003 made between (1) the Hermes Loan Agent (2)
the Hermes Agent (3) the Hermes Loan Trustee (4) the Hermes Loan Lenders (5) the Commercial
Loan Agent (6) the Commercial Loan Trustee and (7) the Commercial Loan Lenders it has been
agreed that the benefit of this Deed shall be held by the Trustees on trust for themselves,
the Agents, the Hermes Agent, the Hermes Loan Lenders and the Commercial Loan Lenders and its
and their respective successors, assignees and transferees (together the Beneficiaries).
 (D)
    
    By a deed of co-ordination dated 4 April 2003 (the Co-ordination Deed) made between (1) the
Hermes Loan Agent (2) the Hermes Loan Trustee (3) the Commercial Loan Agent (4) the Commercial
Loan Trustee and (5) the Borrower the parties have agreed (inter alia) as to how the rights,
powers and remedies of the Trustees arising under this Deed shall be exercised.
 (E)
    
    Pursuant to the Supplemental Agreements the Lenders agreed to release the Original Guarantor
from its guarantee dated 4 April 2003 of the obligations of the Borrower under the Loan
Agreements (the Original Guarantee) on the condition that the Guarantor enters into this
Deed.
 NOW THIS DEED WITNESSES:
 1
    
    Definitions and Construction
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Loan Agreements shall have the meanings set out therein.Accountsmeans the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the Guarantor and its
consolidated Subsidiaries together with the relative directors and auditors
reports;Bondsmeans bonds in an aggregate amount of at least two hundred million Dollars
(USD200,000,000) and with a life of ten (10) years but which may be redeemed by the
Guarantor at an earlier date, to be issued by the Guarantor in one (1) or more
tranches, in the first instance to qualified institutional buyers as unregistered
privately placed bonds and thereafter as bonds registered with the Securities
Exchange Commission of the United States of America;Event of Defaultmeans any of the events specified in clause 11 of a Loan
Agreement or specified as such in Clause 11; andOutstanding Indebtednessmeans all sums of any kind payable actually or
contingently to the Beneficiaries under or pursuant to the Loan Agreements or any
Transaction Document (whether by way of repayment of principal, payment of interest
or default interest, payment of any indemnity or counter-indemnity, reimbursement
for fees, costs or expenses or otherwise howsoever).1.2
    
    In this Deed unless the context otherwise requires:
 133




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##### 



1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Deed unless otherwise stated and
references to this Deed are to be construed as references to this Deed
including its Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or
any other document shall be construed as references to this Deed, that
provision or that document as from time to time amended, restated, supplemented
or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document
shall include reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof; and1.2.8
    
    where any matter requires the approval or consent of the
Trustees or the Agents such approval or consent shall not be deemed to have
been given unless given in writing; where any matter is required to be
acceptable to the Trustees or the Agents, the Trustees or the Agents (as the
case may be) shall not be deemed to have accepted such matter unless their
acceptance is communicated in writing; each of the Trustees and the Agents may
give or withhold their consent, approval or acceptance at their unfettered
discretion.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders agreeing at the request of the Original
Guarantor to release it from its obligations under the Original Guarantee and to
continue to make the Facility available to the Borrower in accordance with the terms of
the Loan Agreements, the payment by the Trustees to the Guarantor of ten Dollars
(USD10) and other good and valuable consideration (the receipt and adequacy of which
the Guarantor hereby acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as
surety hereby undertakes to the Trustees to be responsible for and hereby
guarantees to the Trustees:
 (a)
    
    the due and punctual payment by each of the
Obligors to the Trustees or an Agent (on behalf of the relevant
Lenders) (as the case may be) (as and when due by acceleration, demand
or otherwise howsoever) of the Outstanding Indebtedness and every part
thereof; and
 134




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##### 



(b)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors and the Builder
under or pursuant to the Loan Agreements and the other Security
Documents; and
 2.1.2
    
    unconditionally undertakes immediately on demand by the
Trustees from time to time to pay and/or perform its obligations under Clause
2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) unconditionally undertakes immediately on demand
by the Trustees from time to time to indemnify the Trustees and the Agents and hold
each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Trustees and/or the Agents as a
result of a Loan Agreement and each other Security Document to which any of the
Obligors or the Builder is a party or any provision thereof becoming invalid,
void, voidable or unenforceable for any reason whatsoever after execution
hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly
from any failure on the part of any of the Obligors or the Builder to perform
any obligation to be performed by any of the Obligors or the Builder under and
pursuant to a Loan Agreement and each other Security Document to which any of
the Obligors or the Builder is a party.
 3
    
    Survival of Guarantors Liability
 3.1
    
    The Guarantors liability to the Trustees under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by
the Trustees, the Agents, the Lenders and/or the Hermes Agent to or with any of
the Obligors or the Builder or Hermes in respect of any of their obligations
under the Loan Agreements and each other Security Document to which any of the
Obligors, the Builder or Hermes is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any
of the Obligors, the Builder or Hermes; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection
or avoidance of or any defect in any security granted by, or the obligations of
any of the Obligors, the Builder or Hermes under, the Loan Agreements and each
other Security Document to which any of the Obligors, the Builder or Hermes is
a party or any amendment to or variation thereof or of any other document or
security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of
the Obligors, the Builder or Hermes or the merger of any of the Obligors, the
Builder or Hermes with any other corporate entity; or
 135




---



##### 



3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings
analogous thereto) of any of the Obligors, the Builder or Hermes or the
appointment of a receiver or administrative receiver or administrator or
trustee or similar officer of any of the assets of any of the Obligors, the
Builder or Hermes or the occurrence of any circumstances whatsoever affecting
any Obligors, the Builders or Hermes liability to discharge its obligations
under the Loan Agreements and each other Security Document to which it is a
party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any
of the Obligors, the Builder or Hermes in respect of any claim by the Guarantor
by right of subrogation in any such liquidation; or3.1.7
    
    any release of any other Obligor, the Builder or Hermes or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Security Documents or the provision to the Trustees,
the Agents, any of the Lenders or the Hermes Agent at any time of any further
security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of any co-guarantor and/or indemnitor who is now
or may hereafter become under a joint and several liability with the Guarantor
under this Deed or the release of any other guarantor, indemnitor or other
third party obligor in respect of the obligations of any Obligor or the Builder
under any of the Security Documents; or3.1.9
    
    any failure on the part of the Trustees, the Agents, any of
the Lenders or the Hermes Agent (whether intentional or not) to take or perfect
any security agreed to be taken under or in relation to any of the Security
Documents or to enforce any of the Security Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the Outstanding
Indebtedness) which might otherwise constitute a legal or equitable discharge
of any of the Guarantors obligations under this Deed.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect
until irrevocable payment in full has been received by the Trustees or the
Agents on behalf of the Lenders of each and every part and the ultimate balance
of the Outstanding Indebtedness in accordance with the Loan Agreements and each
other Security Document to which any of the Obligors or the Builder is a party;
and4.1.2
    
    in addition to and not in substitution for or in derogation of
any other security held by the Trustees, the Agents, any of the Lenders or the
Hermes Agent from time to time in respect of the Outstanding Indebtedness or
any part thereof.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Trustees or any
discharge given by the Trustees to the Guarantor or any other agreement reached between
 136




---



##### 



the Trustees and the Guarantor in relation to this Deed shall be, and be deemed
always to have been, void ab initio if any act satisfying any of the said
obligations or on the faith of which any such discharge was given or any such
agreement was entered into is subsequently avoided in whole or in part by or
pursuant to any provision of any applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Trustees and, notwithstanding that
all monies and liabilities due or incurred by any of the Obligors or the Builder to the
Trustees which are guaranteed hereunder shall have been paid or discharged, the
Trustees shall be entitled not to discharge this Deed or any security held by the
Trustees for the obligations of the Guarantor hereunder for such period as may in the
reasonable opinion of the Trustees be necessary or appropriate under any applicable
insolvency law after the last of such monies and liabilities have been paid or
discharged and in the event of bankruptcy, winding-up or any similar proceedings being
commenced in respect of any of the Obligors or the Builder, the Trustees shall be at
liberty not to discharge this Deed or any security held by the Trustees for the
obligations of the Guarantor hereunder for and during such further period as the
Trustees may determine at their sole discretion.
 5
    
    Exclusion of the Guarantors Rights
 5.1
    
    Until the obligations of any Obligor or the Builder under the Loan Agreements
and each other Security Document to which any Obligor or the Builder is a party have
been fully performed, the Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by
subrogation or otherwise) any rights which the Trustees may have in respect of
the Outstanding Indebtedness or any security therefor or all or any of the
proceeds of such rights or security; or5.1.2
    
    without the prior written consent of the Trustees:
 (a)
    
    exercise in respect of any amount paid by the
Guarantor hereunder any right of indemnity, subrogation, contribution
or any other right or remedy which it may have in respect thereof; or(b)
    
    claim payment of any other monies for the time
being due to the Guarantor or to which it may become entitled or
exercise or enforce or benefit from any other right, remedy or security
in respect thereof; or(c)
    
    prove in a liquidation of any Obligor or the
Builder in competition with the Trustees for any monies owing to the
Guarantor by any other Obligor or the Builder on any account
whatsoever,
 PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any monies pursuant to any such exercise, claim or proof, such monies shall
be held by the Guarantor as trustee upon trust for the Trustees to apply the same as
if they were monies received or recovered by the Trustees under this Deed.
 137




---



##### 



6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to such account of the
Trustees with such bank or financial institution as the Trustees may from time to time
notify to the Guarantor in writing.If the Guarantor is required by law to make such a payment subject to the deduction
or withholding of Taxes, in which case the sum payable by the Guarantor in respect
of which such deduction or withholding is required to be made shall be increased to
the extent necessary to ensure that, after the making of such deduction or
withholding, the Trustees receive and retain (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which they would have
received and so retained had no such deduction or withholding been made or required
to be made.6.2
    
    Without prejudice to the provisions of Clause 6.1, if any Lender or an Agent or
the Trustees on its behalf is required to make any payment on account of Tax (not being
a tax imposed on the net income of its Office by the jurisdiction in which it is
incorporated or in which its Office is located or any other tax existing and applicable
on the date of this Deed under the laws of any jurisdiction) on or in relation to any
sum received or receivable hereunder by such Lender or Agent or the Trustees on its
behalf (including, without limitation, any sum received or receivable under this Clause
6) or any liability in respect of any such payment is asserted, imposed, levied or
assessed against such Lender or Agent or the Trustees on its behalf, the Guarantor
shall, upon demand of the relevant Agent, indemnify such Lender or Agent or the
Trustees against such payment or liability, together with any interest, penalties and
expenses payable or incurred in connection therewith, other than interest, penalties,
and expenses:
 6.2.1
    
    that accrue during any periods of time beginning on the thirty
first (31st) day (or such longer period as any Lender may reasonably
require) following the day on which the Lender or an Agent or the Trustees, as
applicable, has actual knowledge of the imposition or assertion of such Taxes
or other Taxes; or6.2.2
    
    that are otherwise imposed or asserted on account of the bad
faith or wilful neglect of such Lender or Agent or the Trustees.
 If any Lender proposes to make a claim under the provisions of this Clause 6.2 it
shall certify to the Guarantor in reasonable detail within thirty (30) days (or such
longer period as any Lender may reasonably require) after becoming aware of the
event by reason of which it is entitled to make its claim or claims the basis of its
claim or claims, such certificate to be conclusive, save for manifest error.Without affecting the Guarantors obligations under Clause 6.1 and in consultation
with the relevant Agent, the affected Lender will then take all such reasonable
steps as may be open to it to mitigate the effect of the event (for example (if then
possible) by changing its Office or transferring some or all of its rights and
obligations under the relevant Loan Agreement to another financial institution
reasonably acceptable to the Borrower, the Guarantor, the Hermes Agent and the
relevant Agent). The reasonable costs of mitigating the effect of any such change
 138




---



##### 



shall be borne by the Guarantor save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third
parties.6.3
    
    No person to which a Lender assigns part or all of its interest under this Deed
pursuant to clause 17 of a Loan Agreement shall be entitled to receive any greater
increase in payment under Clause 6.1 than the assigning Lender would have been entitled
to receive with respect to the rights assigned unless such assignment shall have been
made at a time when the circumstances giving rise to such greater payment did not exist
and were not reasonably anticipated or reasonably foreseeable.6.4
    
    The certificate of the Trustees from time to time as to sums owed by any
Obligor or the Builder under the Security Documents and sums owed by the Guarantor
hereunder shall, save for manifest error, be conclusive and binding for all purposes
and prima facie evidence of the existence and extent of such debts in any legal action
or proceedings arising in connection herewith.6.5
    
    The provisions of Clause 7.3 of each of the Loan Agreements shall apply hereto
(mutatis mutandis) as if set out in full herein.
 7
    
    Enforcement
 7.1
    
    The Trustees shall not be obliged before taking steps to enforce this Deed to
take any action whatsoever against any of the Obligors, the Builder or Hermes under the
Loan Agreements or any other Security Documents to which they are a party and the
Guarantor hereby waives all such formalities or rights to which it would otherwise be
entitled or which the Trustees would otherwise first be required to satisfy or fulfil
before proceeding or making demand against the Guarantor hereunder provided that the
Trustees shall not be entitled to enforce their rights under this Deed otherwise than
in circumstances which would constitute an Event of Default and subject to the
provisions of the Co-ordination Deed.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Trustees that:
 8.1.1
    
    it is a limited liability exempt company, duly incorporated
and validly existing under the laws of Bermuda, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own
its assets and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and all
necessary corporate or other action has been taken to authorise the entry into
and performance of this Deed;8.1.3
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;8.1.4
    
    the entry into and performance of this Deed and the
transactions contemplated hereby do not and will not be a breach of or conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or
 139




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(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on any of its
assets pursuant to the provisions of any such agreement or document;8.1.5
    
    no event has occurred and is continuing which constitutes a
default under or in respect of any agreement or document to which the Guarantor
is a party or by which it may be bound (including, inter alia, this Deed);8.1.6
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and the transactions contemplated hereby have been
obtained or effected and are in full force and effect;8.1.7
    
    all information furnished by or on behalf of the Guarantor
relating to the business and affairs of any member of the NCLC Group in
connection with this Deed was and remains true and correct in all material
respects and there are no other material facts or considerations the omission
of which would render any such information misleading;8.1.8
    
    the Guarantor has fully disclosed in writing to the Lenders
through the Agents all facts relating to the NCLC Group which it knows or
should reasonably know and which might reasonably be expected to influence the
Lenders in deciding whether or not to enter into the Loan Agreements;8.1.9
    
    the Accounts for the financial year ended 31 December 2004
(which accounts will be prepared in accordance with GAAP) will fairly represent
the consolidated financial condition of the NCLC Group as at 31 December 2004
and from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to each of the Agents (in this Clause 8.1.9 NCLC Group
shall have the meaning ascribed to it in Clause 11.4);8.1.10
    
    the claims of the Trustees against the Guarantor under this Deed will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.11
    
    subject to Clause 10.6, no member of the NCLC Group has taken any corporate
action nor have any other steps been taken or legal proceedings been started or
(to the best of the Guarantors knowledge and belief) threatened against any
member of the NCLC Group for its winding-up or dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of it or any or all of its assets or revenues nor
has any member of the NCLC Group sought any other relief under any applicable
insolvency or bankruptcy law;
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8.1.12
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;8.1.13
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against any member of the
NCLC Group with respect to Taxes which might, if such claims were successful,
have a material adverse effect on its business, assets or financial condition;8.1.14
    
    neither the Guarantor nor any of its assets enjoys any right of immunity from
set-off, suit or execution in respect of its obligations under this Deed;8.1.15
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.16
    
    the Shares and all the shares in the Manager are legally and beneficially
owned by the Shareholder, all the shares in the Sub-Agent are legally and
beneficially owned by NCL International, all the shares in the Shareholder are
legally and beneficially owned by Arrasas, all the shares in Arrasas are
legally and beneficially owned by the Guarantor and all the shares in the
Supervisor are legally and beneficially owned by the Original Guarantor and
such structure shall remain so throughout the currency of this Deed. Further,
no Event of Default has occurred under Clause 11.2 in respect of the ownership
and/or control of the shares in the Guarantor;8.1.17
    
    the Guarantor does not have a place of business in any jurisdiction which
would require this Deed to be filed or registered (if it had a place of
business in that jurisdiction) to ensure the validity of this Deed; and8.1.18
    
    it has reviewed and agrees to all the terms and conditions of the Loan
Agreements and each other Security Document to which any Obligor or the Builder
is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.8, 8.1.15 and 8.1.18 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor or the Builder have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to each of the Agents:
 9.2.1
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each of its financial years) a
Certified Copy
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of its Accounts (commencing with the audited accounts made up to 31 December
2004);
 9.2.2
    
    as soon as practicable (and in any event within sixty (60)
days after the close of each quarter of each financial year) a Certified Copy
of the unaudited consolidated accounts of the NCLC Group for that quarter
(commencing with the unaudited accounts made up to 31 March 2004);9.2.3
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each financial year), beginning with
the year ending 31 December 2004, annual cash flow projections on a
consolidated basis of the NCLC Group showing on a monthly basis advance ticket
sales (for at least twelve (12) months following the date of such statement)
for the NCLC Group;9.2.4
    
    as soon as practicable (and in any event not later than 31
January of each financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year; and(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including an income statement and
projected results for the operation of the vessels owned and/or
operated by any member of the NCLC Group) and an outline of the
assumptions supporting such budget and financial projections including
but without limitation any scheduled drydockings;
 9.2.5
    
    from time to time (but at intervals no more frequently than
annually at the Guarantors expense unless an Event of Default has occurred and
is continuing) within fifteen (15) days of receiving any request to that effect
from an Agent, a valuation of each of the vessels in the NCLC Fleet obtained in
accordance with the provisions of clause 10.18 of the relevant Loan Agreement;9.2.6
    
    as soon as practicable (and in any event within sixty (60)
days after the close of each of the first three (3) quarters of its financial
year and within one hundred and twenty (120) days after the close of each
financial year) a statement signed by the NCLC Groups chief financial officer
in the form of Schedule 1 (commencing with the first quarter of the financial
year ending 31 December 2004);9.2.7
    
    promptly, such further information in its possession or
control regarding its financial condition and operations and those of any
company in the NCLC Group as an Agent may request;9.2.8
    
    details of any material litigation, arbitration or
administrative proceedings which affect any Obligor as soon as the same are
instituted and served, or, to the knowledge of the Guarantor, threatened (and
for this purpose proceedings shall be deemed to be material if they involve a
claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the
equivalent in another currency); and
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9.2.9
    
    promptly, such information as an Agent may request regarding
the Bonds, either before their issue or during their lifetime.All accounts required under this Clause 9.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Groupshall have the meaning ascribed to it in Clause 11.4.9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with GAAP.9.4
    
    The Guarantor will notify the Trustees and the Agents of any Event of Default
forthwith upon the Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed are obtained and promptly renewed from time to time and will promptly
furnish certified copies thereof to each of the Agents and will procure that the terms
of the same are complied with at all times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.9.7
    
    Forthwith upon the execution of this Deed, and as a condition precedent to the
amendment and restatement of the Original Loan Agreements, the Guarantor shall deliver
to each of the Agents a letter addressed to that Agent irrevocably and unconditionally
authorising and instructing the Agent forthwith to execute on behalf of the Guarantor
each Transfer Certificate delivered to the Agent pursuant to clause 17 of the relevant
Loan Agreement, such letter to be in substantially the form of Schedule 2.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period under each of the Loan
Agreements.10.2
    
    Except with the prior written consent of the Agents, the Guarantor will not,
and will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 10.2.1
    
    the Borrower may agree to sell the Vessel on the condition that
contemporaneously with the completion of the sale the Loans are prepaid in
accordance with the provisions of clause 4.6 of each of the Loan Agreements;
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10.2.2
    
    the Borrower may let the Vessel on charter in accordance with the provisions
of clause 10 of each of the Loan Agreements;10.2.3
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.2.4
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.2.5
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.2.6
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following the
sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of the Original
Guarantor, transfer to other wholly owned Subsidiaries of the Original
Guarantor its vessels NORWEGIAN WIND, NORWEGIAN DREAM, NORWEGIAN SEA,
NORWEGIAN MAJESTY, NORWEGIAN CROWN and MARCO POLO (the Six Vessels) for
their transfer values as set out in schedule 8 to the Loan Agreement and sell
m.v. NORWAY to a third party and, prior to the sale of its shares as
aforesaid, transfer its vessel NORWEGIAN SKY to Pride of Aloha, Inc., a
wholly owned Subsidiary of the Shareholder;10.2.7
    
    the Shareholder may assign, pledge or charge the Shares as security for the
obligations of the Borrower under the Loan Agreements;10.2.8
    
    Arrasas may transfer its shares in NCLL to IOL and the Original Guarantor may
transfer its shares in Arrasas to the Guarantor; and10.2.9
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.3
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not, and will procure that no other member of the NCLC Group will, make any loan or
advance or extend credit to any person, firm or corporation (except any loan, advance
or credit made available to passengers on board a vessel for gambling purposes or to
ships agents and except any loan, advance or credit to the Guarantor or a wholly-owned
Subsidiary of the Guarantor, which loan, advance or credit is fully subordinated to the
rights of the Beneficiaries under the Security Documents).10.4
    
    The Guarantor will procure that none of the owners or prospective owners of
mortgaged vessels in the NCLC Fleet will issue or enter into any guarantee or indemnity
or otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation, otherwise than in the ordinary course of its business as
owner of its vessels. Subject to the above provision of this
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Clause 10.4, the Guarantor and any member of the NCLC Group may issue or enter into
any guarantee or indemnity or otherwise become directly or contingently liable for
the obligations of any other person, firm or corporation PROVIDED THATany such
liability does not imperil the security created by any of the Security Documents or
affect the ability of any Obligor duly to perform any of its obligations under any
Security Document to which it is or may be a party at any time, in each case in the
opinion of each of the Agents.10.5
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not, and will procure that no other member of the NCLC Group will, make or threaten to
make any substantial change in its business as presently conducted, or carry on any
other business which is substantial in relation to its business as presently conducted
so as to affect, in the opinion of the Agents, the ability of the Guarantor or any
other Obligor to perform its obligations under the Security Documents to which it is a
party PROVIDED THATany new leisure or hospitality venture embarked upon by any member
of the NCLC Group (other than the Borrower) shall not constitute a substantial change
in its business and PROVIDED THATNCLL may transfer the Six Vessels (as defined in
Clause 10.2.6) to wholly owned Subsidiaries of the Original Guarantor and
m.v. NORWEGIAN SKY to Pride of Aloha, Inc., a wholly owned Subsidiary of the
Shareholder as aforesaid, sell m.v. NORWAY to a third party, cease to be either an
owner or manager of ships and conduct such business as is contemplated by the
restructure and recapitalisation of the Group as more particularly described in the
letter dated 12 December 2003 from NCLL to the Agents and the Hermes Agent and PROVIDED
FURTHER THATany change of or discontinuation in the business activities of any Obligor
in accordance with the Apollo-Related Transactions, or any other change or
discontinuation that does not imperil the security created by any of the Security
Documents or affect the ability of any Obligor duly to perform any of its obligations
under any Security Document to which it is or may be a party from time to time, in each
case in the opinion of each of the Agents, shall be permitted.10.6
    
    Except with the prior consent of each of the Agents and Hermes, the Guarantor
will not enter into any amalgamation, restructure, substantial reorganisation, merger,
de-merger or consolidation or anything analogous to the foregoing and will procure that
no company in the NCLC Group (other than the Shareholder or NCL International) shall do
so. However, the prior consent of each of the Agents shall not be required in respect
of:
 10.6.1
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure which, for the avoidance of doubt,
may include the creation of new Subsidiaries, pursuant to the Apollo-Related
Transactions; or10.6.2
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure or acquisition involving wholly
owned (whether directly or indirectly) Subsidiaries of the Guarantor only,
including the creation of new Subsidiaries, which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor
duly to perform any of its obligations under any Security Document to which it
may be a party at any time,
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PROVIDED THAT, except in relation to Apollo-Related Transactions, the Guarantor has
first consulted with the Agents with regard to the proposed consolidation,
reorganisation, restructure or acquisition and provides evidence satisfactory to
each of the Agents that the Guarantor will be in compliance with the financial
undertakings contained in Clause 11 after any such reorganisation or restructure.Further, no member of the NCLC Group will acquire any equity, share capital or any
obligations of a corporation or other entity unless the business of that corporation
or other entity is in the leisure or hospitality sectors.For the avoidance of doubt, the acquisition by a member of the NCLC Group of any
shares in any company or corporation shall not in itself constitute a merger or
consolidation with such company or corporation for the purpose of this Clause  10.6 provided that each of the Agents is satisfied the Guarantor will be in
compliance with the financial undertakings contained in Clause 11 after any such
merger or consolidation.In this Clause 10.6, NCLC Groupshall exclude the Borrower.10.7
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not alter its financial year end.10.8
    
    The Guarantor has not taken and shall not take from any other Obligor or the
Builder any security or counter-security in respect of any of its obligations under
this Deed PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, takes any
security or counter-security as aforesaid, such security shall be held by the Guarantor
as trustee upon trust for the Trustees.
 11
    
    Financial Undertakings and Ownership and Control of the Guarantor
 11.1
    
    The Guarantor will ensure that:
 11.1.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);11.1.2
    
    either:
 (a)
    
    as at 30 September 2005 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); and
 11.1.3
    
    as at 30 September 2006 and as at the end of each subsequent financial
quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC
Group shall not exceed [**].
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Amounts available for drawing under any revolving or other credit facilities
of the NCLC Group which remain undrawn at the time of the relevant
calculation shall not be counted as cash or indebtedness for the purposes of
this ratio.
 11.2
    
    It will be an Event of Default if:
 11.2.1
    
    at any time when the ordinary share capital of the Guarantor is not publicly
listed on an Approved Stock Exchange or at any time when a dividend is to be
paid to the existing shareholders of the Guarantor by way of a share issue
pursuant to a public offering on an Approved Stock Exchange, the Lim Family
(together or individually) and Apollo in the aggregate do not or will not,
directly or indirectly, control the Guarantor and beneficially own, directly or
indirectly, at least fifty one per cent (51%) of the issued share capital of,
and equity interest in, the Guarantor; or11.2.2
    
    at any time following the listing of the ordinary share capital of the
Guarantor on an Approved Stock Exchange:
 (a)
    
    any Third Party:
 (i)
    
    owns legally and/or
beneficially and either directly or indirectly at least thirty
three per cent (33%) of the ordinary share capital of the
Guarantor; or(ii)
    
    has the right or the ability to
control either directly or indirectly the affairs of or the
composition of the majority of the board of directors (or
equivalent) of the Guarantor,
 and, at the same time as any of the events described in paragraphs
(i) or (ii) of this Clause have occurred and are continuing, the Lim
Family (together or individually) and Apollo in the aggregate do
not, directly or indirectly, beneficially own at least fifty one per
cent (51%) of the issued share capital of, and equity interest in,
the Guarantor; or(b)
    
    the Guarantor ceases to be a listed company on
an Approved Stock Exchange without the prior written consent of each of
the Agents,
 (and, for the purpose of this Clause 11.2 controlof any company, limited
partnership or other legal entity (a body corporate) by a member of the Lim Family
and Apollo means that one (1) or more members of the Lim Family or Apollo in the
aggregate has, directly or indirectly, the power to direct the management and
policies of such a body corporate, whether through the ownership of more than fifty
per cent (50%) of the issued voting capital of that body corporate or by contract,
trust or other arrangement).11.3
    
    During any financial year of the Guarantor:
 11.3.1
    
    until the date on which the Guarantor becomes a listed company on an Approved
Stock Exchange (on which date the restriction contained in this
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Clause 11.3.1
shall cease to apply), the Guarantor shall not and shall procure that no other
member of the NCLC Group shall, pay any dividends or make any other
distributions in respect of its share capital to any person or make any
repayments of capital or payments of interest in respect of Financial
Indebtedness of an Affiliate of the Guarantor other than payments,
distributions or dividends:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Guarantor which, in any financial year
of the Guarantor ending on or after 31 December 2007, do not exceed
fifty per cent (50%) of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the NCLC Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the NCLC Group in respect of each
previous financial year of the Guarantor ending on or after
31 December 2007, retained by the Guarantor and not previously
applied pursuant to this Clause 11.3.1(b), provided that the
Guarantor shall specify in a written notice to each of the
Agents a calculation (in reasonable detail) of the amount of
the current and retained Consolidated Net Income immediately
prior to such payment, distribution or dividend and the amount
thereof elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder of the Guarantors share capital attributable
to any member of the NCLC Group; or(e)
    
    by the Guarantor which are used to purchase or
redeem the share capital of the Guarantor (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Guarantor
or any other member of the NCLC Group or by any employee pension
benefit plan upon such persons death, disability, retirement, or
termination of employment or under the terms of any such employee
pension benefit plan or any other agreement under which such shares of
stock or related rights were issued; PROVIDED THATthe aggregate amount
of such purchases or redemptions under this paragraph (e) shall not
exceed in any fiscal year [*] (plus the
amount of net proceeds contributed to the Guarantor that were (x)
received by the Guarantor during such calendar year from sales of
equity
interests of the Guarantor to directors, consultants, officers or
employees of the Guarantor or any other member of the NCLC Group in
connection with permitted employee compensation and incentive
arrangements and (y) from any key-man life insurance
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policies
received during such calendar year), which, if not used in any year,
may be carried forward to any subsequent calendar year,
 PROVIDED HOWEVER THAT(whether before or after the Guarantor becomes a
listed company on an Approved Stock Exchange) the NCLC Group shall not be
entitled to pay any dividend or make any distribution in respect of any of
its share capital if an Event of Default has occurred and is continuing or
would occur as a result of the payment of such dividend or the making of
such distribution and the Guarantor shall provide each of the Agents with a
certificate signed by the chief financial officer of the NCLC Group
confirming that no Event of Default has occurred and is continuing or would
occur as a result of the payment of a dividend or the making of a
distribution before the dividend is paid or the distribution is made; and11.3.2
    
    the Guarantor will procure that any dividends or other distributions and
interest paid or payable in connection with such dividends or other
distributions will be received promptly by the Guarantor directly or indirectly
from the Borrowers shareholder(s) (if such shareholder is not the Guarantor)
by way of dividend.
 11.4
    
    In Clause 11.1, Clause 11.2, Clause 11.3 and Schedule 1:
 11.4.1
    
    Affiliatemeans, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of
this definition, control(including, with correlative meanings, the terms
controlling, controlled byand under common control with), as applied to
any person, means the possession, directly or indirectly, of the power to vote
ten per cent (10%) or more of the securities having voting power for the
election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise;11.4.2
    
    Approved Stock Exchangemeans the New York Stock Exchange, NASDAQ or such
other stock exchange in the United States of America as is approved in writing
by each of the Agents;11.4.3
    
    Cash Balancemeans, at any date of determination, the unencumbered and
otherwise unrestricted cash and cash equivalents of the NCLC Group;11.4.4
    
    Consolidated Debt Servicemeans, for any relevant period, the sum (without
double counting), determined in accordance with GAAP, of:
 (a)
    
    the aggregate principal payable or paid during
such period on any Indebtedness for Borrowed Money of any member of the
NCLC Group, other than:
 (i)
    
    principal of any such
Indebtedness for Borrowed Money prepaid at the option of the
relevant member of the NCLC Group;
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(ii)
    
    principal of any such
Indebtedness for Borrowed Money prepaid upon the sale or Total
Loss of any vessel owned or leased under a capital lease by any
member of the NCLC Group or under an Apollo-Related
Transaction; and(iii)
    
    balloon payments of any such
Indebtedness for Borrowed Money payable during such period (and
for the purpose of this paragraph (iii) a balloon payment
shall not include any scheduled repayment instalment of such
Indebtedness for Borrowed Money which forms part of the
balloon) or under an Apollo-Related Transaction;
 (b)
    
    Consolidated Interest Expense for such period;(c)
    
    the aggregate amount of any dividend or
distribution of present or future assets, undertakings, rights or
revenues to any shareholder of any member of the NCLC Group (other than
the Guarantor or one of its wholly owned Subsidiaries) or any
distribution in respect of share capital during such period
(Distributions) other than the Distributions described in Clauses
11.3.1(a) and (d); and(d)
    
    all rent under any capital lease obligations by
which the Guarantor or any consolidated Subsidiary is bound which are
payable or paid during such period and the portion of any debt discount
that must be amortised in such period,
 as calculated in accordance with GAAP and derived from the then latest
unaudited consolidated accounts of the NCLC Group delivered to each of the
Agents in the case of any period ending at the end of any of the first three
(3) financial quarters of each financial year of the NCLC Group and the then
latest Accounts delivered to each of the Agents in the case of the final
quarter of each such financial year;11.4.5
    
    Consolidated EBITDAmeans, for any relevant period, the aggregate of:
 (a)
    
    Consolidated Net Income from the Guarantors
operations for such period;(b)
    
    the aggregate amounts deducted in determining
Consolidated Net Income for such period in respect of gains and losses
from the sale of assets or reserves relating thereto, Consolidated
Interest Expense, depreciation and amortisation, impairment charges and
any other non-cash charges and deferred income tax expense for such
period;
 11.4.6
    
    Consolidated Interest Expensemeans, for any relevant period, the
consolidated interest expense (excluding capitalised interest) of the NCLC
Group for such period;
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11.4.7
    
    Consolidated Net Incomemeans, for any relevant period, the consolidated
net income (or loss) of the NCLC Group for such period as determined in
accordance with GAAP;11.4.8
    
    Free Liquiditymeans, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under any revolving
or other credit facilities of the NCLC Group, which remain undrawn, could be
drawn for general working capital purposes or other general corporate purposes
and would not, if drawn, be repayable within six (6) months;11.4.9
    
    Lim Familymeans:
 (a)
    
    the late Tan Sri Lim Goh Tong;(b)
    
    his spouse;(c)
    
    his direct lineal descendants;(d)
    
    the personal estate of any of the above
persons; and(e)
    
    any trust created for the benefit of one or
more of the above persons and their estates;
 11.4.10
    
    NCLC Groupmeans, for the purposes of this Clause 11, the Guarantor, its
Subsidiaries and any other entity which is required to be consolidated in the
Guarantors accounts in accordance with GAAP;11.4.11
    
    Third Partymeans any person or group of persons acting in concert (as the
expression acting in concertis defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;11.4.12
    
    Total Capitalisationmeans, at any date of determination, Total Net Funded
Debt plus the consolidated stockholders equity of the NCLC Group at such date
determined in accordance with GAAP and derived from the then latest unaudited
and consolidated accounts of the NCLC Group delivered to each of the Agents in
the case of the first three (3) quarters of each financial year and the then
latest Accounts delivered to each of the Agents in the case of the final
quarter of each financial year;11.4.13
    
    Total Net Funded Debtmeans, as at any relevant date:
 (a)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(b)
    
    the amount of any Indebtedness for Borrowed
Money of any person which is not a member of the NCLC Group but which
is guaranteed by a member of the NCLC Group as at such date;
  11.5
    
    Save as specified in Clause 11.1.2, the ratios referred to in Clause 11.1 will
be measured on a quarterly basis by reference to the consolidated accounts of the NCLC
Group.
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12
    
    Discharge
 12.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Trustees or the Agents on behalf of the Lenders of all the Outstanding Indebtedness the
Trustees will at the Guarantors request return this Deed to the Guarantor and shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Trustees may at such time have in the security for the Outstanding Indebtedness and to
the proceeds of any such rights or security.
 13
    
    Assignment and Transfer
 13.1
    
    This Deed shall be binding upon and enure to the benefit of the Trustees and
each of their respective successors and assigns.13.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.13.3
    
    A Trustee may transfer its rights hereunder to any person to whom the rights
and obligations of that Trustee under the Agency and Trust Deed are transferred in
accordance with the Agency and Trust Deed.13.4
    
    Any Beneficiary may disclose to any actual or potential assignee or Transferee
or to any person who may otherwise enter or propose to enter into contractual relations
with such Beneficiary in relation to the relevant Loan Agreement and this Deed any
information about the Obligors and the NCLC Group as such Beneficiary shall reasonably
consider necessary for the purposes of inviting expressions of interest from other
banks or financial institutions SUBJECT ALWAYSto the relevant Beneficiary procuring
the execution by the potential assignee or Transferee or any other person as aforesaid
of a Confidentiality Undertaking.13.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 14
    
    Miscellaneous Provisions
 14.1
    
    No failure to exercise and no delay in exercising on the part of the Trustees
or any of the other Beneficiaries any right or remedy under this Deed or under any
other of the Security Documents shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. No waiver by the Trustees or any
of the other Beneficiaries shall be effective unless it is in writing.14.2
    
    The rights and remedies of the Beneficiaries provided herein and in the other
Security Documents are cumulative and not exclusive of any rights or remedies provided
by law.14.3
    
    If any provision of this Deed or the Loan Agreements or any other Security
Document to which any Obligor or the Builder is a party is prohibited or unenforceable
in any jurisdiction, such prohibition or unenforceability shall not
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invalidate the
remaining provisions hereof or thereof or affect the validity or enforceability of such
provision in any other jurisdiction.14.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 15
    
    Waiver of Immunity
 15.1
    
    The Guarantor irrevocably and unconditionally:
 15.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Trustees in relation to this Deed; and15.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 16
    
    Notices
 16.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telefax.16.2
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered by the Trustees to the Guarantor pursuant to this Deed shall (unless the
Guarantor has by fifteen (15) days written notice to the Trustees specified another
address) be made or delivered to the Guarantor at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America marked for the attention of the Chief Financial
Officer (telefax no. +1 305 436 4140) and the Legal Department (telefax no. +1 305 436
4117) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo
Management, LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of
America marked for the attention of Mr Steven Martinez (telefax no. +1 212 515 3288)
and shall be deemed to have been made or delivered (in the case of any telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address PROVIDED THATif the copy of any notice, demand or other
communication is not received by the Investors it shall not affect the deemed making or
delivery of the notice, demand or other communication. Any notice, demand or other
communication to be made or delivered by the Guarantor to the Trustees or the Agents
pursuant to this Deed shall (unless the Trustees or the Agents (as the case may be)
have by fifteen (15) days written notice to the Guarantor specified another address)
be made or delivered to the Trustees or the Agents at their office for the time being
which is at present HSBC Bank plc, Project and Export Finance, 8 Canada Square, London
E14 5HQ, England marked for the attention of Mr Alan Marshall (telefax no. +44 (0)20
7992 4428) and shall
be deemed to have been made or delivered (in the case of any telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5)
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days after being deposited in the post first class postage prepaid in an envelope
addressed to it at that address.16.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 17
    
    Governing Law
 17.1
    
    This Deed shall be governed by and construed in accordance with English law.
 18
    
    Jurisdiction
 18.1
    
    For the exclusive benefit of the Trustees, the Guarantor agrees that any legal
action or proceeding arising out of this Deed may be brought in the High Court of
Justice in England and irrevocably submits to the jurisdiction of that court. The
submission by the Guarantor to such jurisdiction shall not limit the right of the
Trustees to commence any proceedings arising out of this Deed in whatsoever
jurisdiction they may choose, nor shall the commencement of any such legal action or
proceeding in one (1) jurisdiction preclude the Trustees from beginning any further or
other such legal action or proceeding in the same or any other jurisdiction.18.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    )for and on behalf of
    
    )NCL CORPORATION LTD.
    
    )by
    
    )its duly appointed attorney-in-fact
    
    )in the presence of:
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )for and on behalf of
    
    )HSBC BANK PLC
    
    )acting by
    
    )its duly appointed attorney-in-fact
    
    )as the Hermes Loan Trustee and the
    
    )Commercial Loan Trustee
    
    )in the presence of:
    
    )
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Schedule 1
 155




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##### 



Statement
of Financial Covenants as of [      ]
20[   ] (in USD000)
 156




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Schedule 2
 157




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##### 



Schedule 4
 158




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##### 



Exhibit 4.58
 DATED 21 DECEMBER 2007
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 SEVENTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars of up to 40,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 
 [**]
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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    1622
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
    
    
    1633
    
    Conditions Precedent
    
    
    1644
    
    Representations and Warranties
    
    
    1665
    
    Fee and Expenses
    
    
    1676
    
    Further Assurance
    
    
    1687
    
    Counterparts
    
    
    1688
    
    Notices
    
    
    1689
    
    Governing Law
    
    
    16910
    
    Jurisdiction
    
    
    169Schedule 1
    
    The Agent, the Hermes Agent, the Trustee and the Lenders
    
    
    172Schedule 2
    
    Amended and Restated Loan Agreement
    
    
    173Schedule 3
    
    Amended and Restated Guarantee
    
    
    277Schedule 4
    
    Amended and Restated Loss Payable Clause
    
    
    306
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SEVENTH SUPPLEMENTAL DEED
 DATED 21 December 2007
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (the Borrower);
 (2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the Guarantor);
 (3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lendersand each individually a Lender);
 HSBC BANK PLC Agent
 (5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and
 (6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004, a third supplemental agreement thereto dated 1 June 2005 (the Third Supplement), a
fourth supplemental agreement thereto dated as of 30 September 2005, a fifth supplemental
agreement thereto dated 10 March 2006 and a sixth supplemental agreement dated 13 November
2006 entered into between the Borrower or its predecessor Ship Holding LLC (SHLLC) as
borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the
Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among
others) the Lenders (the Original Loan Agreement), the Lenders granted to the Borrower a
secured loan in the maximum amount of the equivalent in Dollars of forty million Euro
(40,000,000) (the Loan) to part-finance the completion by the Builder of the Vessel for
the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and
conditions therein contained. The repayment of the Loan by the Borrower has been secured by
(among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as
amended and/or supplemented from time to time (the Original Guarantee) and a first preferred
mortgagee over the Vessel dated 7 June 2005 as amended and/or supplemented from time to time
(the Mortgage).
 (B)
    
    The Guarantor has requested the consent of the Lenders, the Agent, the Hermes Agent and the
Trustee to the amendment of certain provisions of (among other things) the Original Loan
Agreement and the Original Guarantee, (among other things) to enable NCL Investment Ltd.
(Investor I) and NCL Investment II Ltd. (Investor II and together with Investor I the
Investors), each a subsidiary of the private equity group Apollo Management, LP, to make a
one billion Dollar (USD1,000,000,000) cash equity investment in the Guarantor.
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Deed Star
 (C)
    
    The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect
of the above matters on the terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement shall have the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:Apollo Transaction Documentsmeans the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Guaranteemeans the Original Guarantee as amended and restated by this Deed and as
set out in Schedule 3;Loan Agreementmeans the Original Loan Agreement as amended and restated by this
Deed and as set out in Schedule 2;Loss Payable Clausemeans the Original Loss Payable Clause as amended and restated
by this Deed and as set out in Schedule 4;New Sharesmeans the new ordinary shares in the Guarantor to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Guarantors enlarged share capital;Original Loss Payable Clausemeans the loss payable clause in the form of appendix
B to the form of the letter of undertaking set out in schedule 2 to the Insurance
Assignment;Restatement Datemeans the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the
 162




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case of Investor I and by way of joinder in the case of Investor II) and the
Guarantor pursuant to which the affairs of the management of the Guarantor and the
rights and obligations of Star and the Investors as shareholders will be regulated;Subscription Agreementmeans the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Guarantor pursuant to which
the parties have agreed that the Investors shall subscribe for and the Guarantor
shall allot and issue the New Shares to the Investors for the Subscription Price;
andSubscription Pricemeans the aggregate subscription price of one billion Dollars
(USD1,000,000,000) payable in cash by the Investors for the New Shares pursuant to
the Subscription Agreement.1.2
    
    The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply
hereto (mutatis mutandis).
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date the Original Loan Agreement, the Original Guarantee
and the Original Loss Payable Clause shall each be amended and restated to read in
accordance with the amended and restated loan agreement, guarantee and loss payable
clause as set out in Schedule 2, Schedule 3 and Schedule 4 respectively and (as so
amended and restated) will continue to be binding upon each of the parties thereto in
accordance with its terms as so amended and restated.2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Lenders, the
Agent, the Hermes Agent and the Trustee that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Loan Agreement in the Security
Documents to which it is a party shall be construed as references to the Loan
Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan Agreement;2.2.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
Supplement)) shall apply to, and extend to secure, the whole of the Outstanding
Indebtedness as defined in clause 1.1 of the Loan Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and
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2.2.4
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
shall remain in full force and effect as security for the obligations of the
Borrower under the Loan Agreement and the other Security Documents as amended
by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders, the Agent, the Hermes Agent
and the Trustee acknowledge and agree that, to the extent a provision of a Security
Document which has not been amended and restated by this Deed conflicts with a
provision of the Loan Agreement and/or any other Security Document which has been
amended and restated by this Deed, the provision of the Loan Agreement and/or the
amended and restated Security Document shall prevail. Further, the Lenders, the Agent,
the Hermes Agent and the Trustee will do or procure the doing of all such acts and/or
execute or procure the execution of all such documents in a form satisfactory to the
Agent as the Agent may reasonably consider necessary for giving full effect to this
Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement, the Original Guarantee and the other Security Documents and the Original
Loss Payable Clause shall remain in full force and effect and nothing herein contained
shall relieve the Borrower, the Guarantor or any other Obligor from any of its
respective obligations under any such documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Loan Agreement, the Original
Guarantee and the Original Loss Payable Clause provided for in Clause 2 is conditional
upon and shall not be effective unless and until the Agent has received the following
in form and substance satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and the Guarantor;(b)
    
    a written confirmation from the Process Agent
that it will act for each of the Borrower and the Guarantor as agent
for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement;
and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
each of the Borrower and the Guarantor (together the Relevant
Parties):
 164




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(i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant Party of its obligations under this Deed or
any document to be executed pursuant hereto or if no such
consents are required a certificate from a duly appointed
officer of the Relevant Party to this effect confirming that no
such consents are required;(ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a
copy of its Certificate of Incorporation and Memorandum
of Association and Bye-Laws (or equivalent
constitutional documents) evidencing power to enter
into the transactions contemplated in this Deed;(2)
    
    giving the
names of its present officers and directors;(3)
    
    setting out
specimen signatures of such persons as are authorised
by the Relevant Party to sign documents or otherwise
undertake the performance of that Relevant Partys
obligations under this Deed;(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and the amendment to the Mortgage and the issue of any
power of attorney to execute the same; and(6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;
 or (if applicable) certifying that there has been no change to the
statements made in his or her secretarys certificate last provided
to the Agent with respect to paragraphs (1), (2), (3), (4) and (6)
of this Clause 3.1.1(d)(ii) and attaching copies of resolutions
passed at duly convened meetings of the directors and, if required
by the Agent, the shareholders or members of each of the Relevant
Parties authorising (as applicable) the execution of this Deed and
the amendment to the Mortgage and the issue of any power of attorney
to execute the same; and
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3.1.2
    
    the original powers of attorney, if any,
issued pursuant to the resolutions referred to above and notarially
attested;3.1.3
    
    a seventh amendment to the Mortgage duly
executed and lodged for recordation at the United States Coast Guard
National Vessel Documentation Center;3.1.4
    
    evidence of completion having taken place
under the Subscription Agreement and in particular but without
limitation of the issue of the New Shares to the Investors and of the
payment of the Subscription Price by the Investors to the Guarantor;3.1.5
    
    evidence that each of the Lenders has received
payment of the restructuring fee to which it is entitled as more
particularly described in Clause 5.1; and3.1.6
    
    the issue of such favourable written legal
opinions including in respect of the United States of America, Delaware
and Bermuda in such form as the Agent may require relating to all
aspects of the transactions contemplated hereby and by the Apollo
Transaction Documents governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Restatement
Date (subject to Clause 3.2).3.2
    
    If the Lenders, the Agent, the Hermes Agent and the Trustee, acting
unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides)
to permit the amendment and restatement of the Original Loan Agreement, the Original
Guarantee and/or the Original Loss Payable Clause hereby without the Agent having
received all of the documents or evidence referred to in Clause 3.1, the Borrower will
nevertheless deliver the remaining documents or evidence to the Agent within fourteen
(14) days of the Restatement Date (or such other period as the Agent may stipulate) and
the amendment and restatement of the Original Loan Agreement, the Original Guarantee
and/or the Original Loss Payable Clause as aforesaid shall not be construed as a waiver
of the Agents right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any
obligation to permit the amendment and restatement in the absence of such documents or
evidence.
 4
    
    Representations and Warranties
 4.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders,
the Agent, the Hermes Agent and the Trustee that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;
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4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Trustee;4.1.4
    
    except for the recording of the seventh amendment to the
Mortgage with the United States Coast Guard National Vessel Documentation
Center, all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and each of the other documents contemplated hereby and thereby and
the transactions contemplated hereby and thereby have been obtained or effected
and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders, the Agent, the Hermes
Agent and/or the Trustee in deciding whether or not to enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5) Business
Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any
other loan or other facility to the Borrower or any other member of the NCLC Group
shall only be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Loan Agreement or the Agency and Trust
Deed to the contrary, no Lender shall be required to share with the other Lenders, the
Agent, the Hermes Agent and/or the Trustee any such restructuring fee received.5.2
    
    The Borrower and the Guarantor jointly and severally undertake to reimburse the
Lenders, the Agent, the Hermes Agent and the Trustee on demand of the Agent
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on a full indemnity basis for the reasonable charges and expenses (together with
value added tax or any similar tax thereon and including without limitation the fees
and expenses of legal and other advisers) incurred by the Lenders, the Agent, the
Hermes Agent and/or the Trustee in respect of the negotiation, preparation,
printing, execution, registration and enforcement of this Deed and any other
documents required in connection with the implementation of this Deed.
 6
    
    Further Assurance
  7
    
    Counterparts
  8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of the Chief Financial Officer and the Legal Department) (but one (1)
copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West
57th Street, 43rd Floor, New York, NY 10019, United States of
America (marked for the attention of Mr Steven Martinez). Any notice, demand or other
communication to be made or delivered by the Borrower or the Guarantor pursuant to this
Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days
written notice to the Borrower and the Guarantor specified another address) be made or
delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of
which are set out in Schedule 1.8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax
number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in the case
of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1) specified
by it from time to time for the purpose and shall be deemed to have been received when
transmission of such telefax communication has been completed. Each such telefax
communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower or
the Guarantor, shall be signed by the person or persons authorised in writing by the
 168




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##### 



Borrower or the Guarantor (as the case may be) and whose signature appears on the
list of specimen signatures contained in the secretarys certificate required to be
delivered by Clause 3 and shall be expressed to be for the attention of the
department or officer whose name has been notified for the time being for that
purpose by the Agent, the Hermes Agent or the Trustee to the Borrower and the
Guarantor.8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Lenders, the Agent, the Hermes Agent and
the Trustee only. As a result, no such party shall be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, any such party may take concurrent proceedings in any number
of jurisdictions.10.2
    
    Neither the Borrower nor the Guarantor may, without the Agents prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrowers and/or the
Guarantors (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, each of the
Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to
appoint a process agent within the period specified in Clause 10.2, the Agent may
appoint any person (including a company controlled by or associated with the Agent or
any Lender) to act as the Borrowers or the Guarantors (as the case may be) process
agent in England with the unconditional authority described in Clause 10.2.10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.
 169




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10.5
    
    Each of the Borrower and the Guarantor appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantor (as
the case may be) and may be enforced without review in any other jurisdiction.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Lenders, the Hermes Agent or the Trustee may have (whether under the laws of any
country, an international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a judgment or
any similar or related matter in any jurisdiction.10.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul
Turner
    
    )for and on behalf of
    
    ) /s/ Paul TurnerPRIDE OF AMERICA SHIP HOLDING, INC.
    
    )in the presence of:
Shareen Akhton
Trainee Solicitor
One St. Pauls Churchyard
London EC4r7 85M
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Paul
Turner
    
    )for and on behalf of
    
    )/s/ Paul TunerNCL CORPORATION LTD.
    
    )in the
presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie
Clegg
    
    )for and on behalf of
    
    ) /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    )Bremen Branch
    
    )in the
presence of: As above
    
    )
 170




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie
Clegg
    
    )for and on behalf of
    
    ) /s/ Julie CleggKfW
    
    )in the
presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    ) /s/ Julie CleggDVB BANK N.V.
    
    )in the
presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Julie Clegg
    
    )for and on behalf of
    
    ) /s/ Julie CleggCOMMERZBANK AKTIENGESELLSCHAFT
    
    )as the Hermes Agent
    
    )in the
presence of: As above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )by Mike Monk
    
    )for and on behalf of
    
    ) /s/ Mike MonkHSBC BANK PLC
    
    )as the Agent and the Trustee
    
    )in the
presence of:
Nigel Groom
    
    )
 171




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##### 



Schedule 1
 172




---



##### 



Schedule 2
Amended and Restated Loan Agreement
 173




---



##### 



DATED 4 APRIL 2003
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
(as arrangers)
 COMMERZBANK AKTIENGESELLSCHAFT
Bremen Branch
HSBC BANK PLC
KfW
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 SECURED LOAN AGREEMENT
for the equivalent amount in United States Dollars
of up to 40,000,000
pre- and post redelivery finance
for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(tbn PRIDE OF AMERICA)
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
 [**]
 174




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##### 



CONTENTS
 Page1 Definitions and Construction
    
    
    1791.1 Definitions
    
    
    1791.2 Construction
    
    
    1981.3 Agent and Trustee
    
    
    1992 The Facility
    
    
    1992.1 Availability
    
    
    1992.2 Purpose and Application
    
    
    2002.3 Drawdown
    
    
    2002.4 Payment of Facility
    
    
    2002.5 Break costs on failure to draw
    
    
    2012.6 Conditions of drawdown
    
    
    2012.7 Several obligations of the Lenders
    
    
    2012.8 Lenders failure to perform
    
    
    2012.9 Fulfilment of conditions after drawdown
    
    
    2013 Repayment
    
    
    2024 Prepayment
    
    
    2024.1 Voluntary prepayment
    
    
    2024.2 Voluntary prepayment in case of increased cost
    
    
    2024.3 Mandatory prepayment in case of illegality
    
    
    2024.4 Voluntary prepayment following imposition of Substitute Basis
    
    
    2034.5 Prepayment in case of Total Loss of the Vessel
    
    
    2034.6 Prepayment in case of sale of the Vessel
    
    
    2034.7 Effect of prepayment
    
    
    2044.8 Break costs on prepayment
    
    
    2045 Interest
    
    
    2055.1 Payment of interest
    
    
    2055.2 Selection and duration of Interest Periods
    
    
    2055.3 Conversion
    
    
    2065.4 Fixed Rate
    
    
    2065.5 Break costs in relation to Conversion
    
    
    2065.6 No notice and unavailability
    
    
    2075.7 Separate Interest Periods for Instalments
    
    
    2075.8 Extension and shortening of Interest Periods
    
    
    2075.9 Applicable Interest Rate
    
    
    2075.10 Interest Rate
    
    
    2075.11 Bank basis
    
    
    2085.12 Default interest
    
    
    2086 Substitute Basis of Funding
    
    
    2086.1 Market disturbance
    
    
    2086.2 Suspension of drawdown
    
    
    2096.3 Certificates of Substitute Basis
    
    
    209
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##### 



Page6.4 Review
    
    
    2107 Payments
    
    
    2107.1 Place for payment
    
    
    2107.2 Deductions and grossing-up
    
    
    2107.3 Production of receipts for Taxes
    
    
    2117.4 Money of account
    
    
    2127.5 Accounts
    
    
    2127.6 Earnings
    
    
    2137.7 Continuing security
    
    
    2138 Yield Protection and Force Majeure
    
    
    2138.1 Increased costs
    
    
    2138.2 Force majeure
    
    
    2149 Representations and Warranties
    
    
    2159.1 Duration
    
    
    2159.2 Representations and warranties
    
    
    2159.3 Representations on the Redelivery Date
    
    
    22010 Undertakings
    
    
    22110.1 Duration
    
    
    22110.2 Information
    
    
    22110.3 Notification of default
    
    
    22210.4 Consents and registrations
    
    
    22210.5 Negative pledge
    
    
    22210.6 Disposals
    
    
    22310.7 Change of business
    
    
    22410.8 Mergers
    
    
    22410.9 Maintenance of status and franchises
    
    
    22410.10 Financial records
    
    
    22410.11 Financial indebtedness and subordination of indebtedness
    
    
    22410.12 Pooling of earnings and charters
    
    
    22510.13 Loans and guarantees by the Borrower
    
    
    22510.14 Management
    
    
    22610.15 Acquisition of shares
    
    
    22610.16 Trading with the United States of America
    
    
    22610.17 Further assurance
    
    
    22610.18 Valuation of the Vessel
    
    
    22710.19 Marginal security
    
    
    22710.20 Performance of employment contracts
    
    
    22810.21 Insurances
    
    
    22910.22 Operation and maintenance of the Vessel
    
    
    23310.23 Hermes Cover paramount
    
    
    23810.24 Dividends
    
    
    23811 Default
    
    
    23811.1 Events of default
    
    
    23811.2 Acceleration
    
    
    24311.3 Default indemnity
    
    
    243
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##### 



Page11.4 Set-off
    
    
    24412 Application of Funds
    
    
    24412.1 Total Loss proceeds/proceeds of sale/Event of Default monies
    
    
    24412.2 General funds
    
    
    24612.3 Application of proceeds of Insurances
    
    
    24712.4 Suspense account
    
    
    24713 Fees
    
    
    24714 Expenses
    
    
    24714.1 Initial expenses
    
    
    24714.2 Enforcement expenses
    
    
    24714.3 Stamp duties
    
    
    24715 Waivers, Remedies Cumulative
    
    
    24815.1 No waiver
    
    
    24815.2 Remedies cumulative
    
    
    24815.3 Severability
    
    
    24815.4 Time of essence
    
    
    24816 Counterparts
    
    
    24817 Assignment
    
    
    24817.1 Benefit of agreement
    
    
    24817.2 No transfer by the Borrower
    
    
    24817.3 Assignments, participations and transfers by a Lender
    
    
    24917.4 Effectiveness of transfer
    
    
    24917.5 Transfer of rights and obligations
    
    
    24917.6 Consent and increased obligations of the Borrower
    
    
    25017.7 Disclosure of information
    
    
    25017.8 Transfer Certificate to be executed by the Agent
    
    
    25017.9 Notice of Transfer Certificates
    
    
    25117.10 Documentation of transfer or assignment
    
    
    25117.11 Contracts (Rights of Third Parties) Act 1999 (the Act)
    
    
    25118 Notices
    
    
    25118.1 Mode of communication
    
    
    25118.2 Address
    
    
    25118.3 Telefax communication
    
    
    25218.4 Receipt
    
    
    25218.5 Language
    
    
    25219 Governing Law
    
    
    25220 Waiver of Immunity
    
    
    25221 Rights of the Agent, the Trustee and the Lenders
    
    
    25321.1 No derogation of rights
    
    
    253
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##### 



Page21.2 Enforcement of remedies
    
    
    25322 Jurisdiction
    
    
    253Schedule 1 Particulars of Arrangers
    
    
    257Schedule 2 Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    
    258Schedule 3 Notice of Drawdown
    
    
    259Schedule 4 Conditions Precedent
    
    
    260Schedule 5 Confidentiality Undertaking
    
    
    261Schedule 6 Transfer Certificate
    
    
    262Schedule 7 Chartering of the Six Vessels (as defined in Clause 10.6.4)
    
    
    264Schedule 8 Form of Notice of Fixed Rate
    
    
    265Schedule 9 Apollo-Related Transactions
    
    
    266
 178




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##### 



THIS
LOAN AGREEMENT
 BETWEEN
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (the Borrower);
 (2)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as arrangers (collectively
the Arrangers and each individually an Arranger);
 (3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lenders and each individually a Lender);
 (4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent); and
 (5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and
 (6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee (the Trustee).
 WHEREAS
 
 NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:
 Agency and Trust Deed
    
    means the deed dated 4 April 2003 entered
into by the Lenders, the Agent, the Hermes
Agent, the Trustee, the Hermes Loan
Lenders, the Hermes Loan Agent and the
Hermes Loan Trustee whereby the Agent and
the Hermes Agent will be appointed as
agents of the Lenders, the Hermes Loan
Agent will be appointed as agent of the
Hermes Loan Lenders and the Trustee and the
Hermes Loan Trustee will be appointed as
trustees for the Agent, the Hermes Agent,
the Lenders, the Hermes Loan Agent and the
Hermes Loan Lenders;Agreement
    
    means this agreement;Apollo
    
    means the Fund and any Fund Affiliate;
 179




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##### 



Apollo-Related Transactions
    
    means the transactions described in
Schedule 9;Apollo Transaction Documents
    
    means the Subscription Agreement, the
Shareholders Agreement and the
Reimbursement Agreement;Applicable Interest Rate
    
    means, until (but excluding) the Conversion
Date, the Floating Interest Rate and,
thereafter, the Fixed Rate subject to
Clause 5.11 and Clause 6;Arrasas
    
    means Arrasas Limited of International
House, Castle Hill, Victoria Road, Douglas,
Isle of Man IM2 4RB, British Isles;Associated Company
    
    in relation to any company, means any
company which is a Subsidiary or Holding
Company of that company or the majority of
whose shares are beneficially owned by the
same person or persons as own the majority
of the shares of that company;Builder
    
    means Lloyd Werft Bremerhaven GmbH (in
receivership) of Brückenstrasse 25, P O Box
120542, 27519 Bremerhaven, Federal Republic
of Germany, the shipbuilder completing the
Vessel pursuant to the Building Contract;Building Contract
    
    means the amended and restated shipbuilding
contract dated as of 5 February 2003
between the Borrower and the Builder (being
an amendment and restatement of the
shipbuilding contract dated 28 December
2000 between NCLL and the Builder as
novated by a contract dated 5 February 2003
between NCLL, the Borrower and the Builder)
as amended by a first addendum thereto
dated 7 March 2003, a second addendum
thereto dated 14 March 2003 and a third
addendum thereto dated 1 July 2004 for the
completion and redelivery of the Vessel and
Specification No 4-00910 dated 5 February
2003;Business Day
    
    means any day on which, in a country where
any act or thing is required to be done
hereunder or under the Building Contract,
in the case of any payment to be made to
the Builder thereunder, banks and financial
markets are open for the transaction of
business of the nature contemplated by this
Agreement;
 180




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##### 



Certified Copy
    
    means, in relation to any document
delivered or issued by or on behalf of any
company, a copy of such document certified
as a true, complete and up-to-date copy of
the original by any of the directors or the
secretary or assistant secretary for the
time being of that company;Charge
    
    means the charge over the Shares to be
given by the Shareholder as holder (legally
and beneficially) of the Shares to the
Trustee pursuant to the Charge Option;Charge Option
    
    means the option to take the Charge to be
given by the Shareholder to the Trustee on
or before the Effective Date (as such term
is defined in the third supplemental deed
to this Agreement), such option and the
Charge being in the form and on the terms
and conditions required by the Agent and
the Hermes Agent;Commitment
    
    means, as to each Lender, the sum set out
opposite its name in Schedule 2 as the
amount which, subject to the terms of this
Agreement, it is obliged to advance to the
Borrower under Clause 2 (or, where the
context so admits, such amount which any
successor in title, assignee or transferee
(including any Transferee) of any Lender
shall be obliged to advance to the Borrower
under Clause 2, following the assumption of
all or any portion of such liability from
any Lender hereunder) in each case as such
amount may be reduced, cancelled or
terminated under this Agreement;Commitment Period
    
    means the period beginning on 4 April 2003
and ending on the date on which the
Facility is drawn down in full or cancelled
hereunder;Completion Period
    
    means the period beginning on 4 April 2003
and ending on the Redelivery Date;Compulsory Acquisition
    
    means requisition for title or other
compulsory acquisition of the Vessel
including its capture, seizure, detention
or confiscation or expropriation but
excluding any requisition for hire by or on
behalf of any government or governmental
authority or agency or by any persons
acting or purporting to act on behalf of
any such government or governmental
authority or agency;
 181




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##### 



Confidentiality Undertaking
    
    means the undertaking to be entered into
relating to the release of financial
information pertaining to the Group by the
Agent, the Trustee or any Lender to a
potential Transferee or assignee such
undertaking to be in the form of Schedule
5;Contract Price
    
    means three hundred and six million five
hundred and fifty thousand Euro
(306,550,000) being the price agreed
between the Builder and the Borrower for
the completion of the Vessel under clause
11.1 of the Building Contract;Contribution
    
    means as to each Lender the sum set out
opposite its name in Schedule 2 as the
amount which it is obliged to advance to
the Borrower under Clause 2 or, as the case
may be, the portion of such sum so advanced
and for the time being outstanding;Conversion
    
    means the conversion of the method of
calculating interest from the Floating
Interest Rate to the Fixed Rate;Conversion Date
    
    has the meaning ascribed to that term in
Clause 5.2.2;Co-ordination Deed
    
    means the deed dated 4 April 2003 between
the Trustee, the Agent, the Hermes Loan
Trustee, the Hermes Loan Agent and the
Borrower in relation to certain of the
Security Documents and the Hermes Loan
Security Documents;"Disclosure Letter
    
    means the letter so designated given by the
Borrower and acknowledged by the Agent
(acting on the instructions of the Lenders)
on the date of the First Supplemental
Agreement;Document of Compliance
    
    means a document issued to the Vessel
operator as evidence of its compliance with
the requirements of the ISM Code;Dollars and USD
    
    means the lawful currency of the United
States of America;Drawdown Date
    
    means a date being a Business Day on which
a Tranche is drawn down and applied in
accordance with Clause 2.2;
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##### 



Drawdown Notice
    
    means any of the notices to be given by the
Borrower to the Agent pursuant to
Clause 2.3.1;Earnings
    
    means, in respect of the Vessel, (whether
earned or to be earned) any and all
freights, hire and passage monies, proceeds
of requisition (other than proceeds of
Compulsory Acquisition), rebates and
commissions, all earnings deriving from
contracts of affreightment, pooling
agreements, joint ventures, compensation,
remuneration for salvage and towage
services, damages howsoever arising and
detention monies, damages for breach of any
charterparty or other contract for the
employment of the Vessel, any amounts
payable in consideration of the termination
or variation of any charterparty or other
such contract and any other earnings
whatsoever due or to become due to the
Borrower other than any sums payable or
repayable by the Builder under the Building
Contract and any reduction in the Hermes
Premium repaid by Hermes to the Borrower
which have been assigned to the Trustees as
trustees for the Hermes Loan Creditors (as
defined in the Co-ordination Deed);Earnings Assignment
    
    means the valid and effective first legal
assignment of the Earnings (together with
the notice thereof and the
acknowledgement), to be executed by the
Borrower in respect of the Vessel in favour
of the Trustee and the Hermes Loan Trustee
on 22 April 2003, such assignment, notice
and acknowledgement being in the form and
on the terms and conditions required by the
Agent, the Hermes Agent and the Hermes Loan
Agent and agreed on the signing of the
Original Loan Agreement and as specified in
paragraph 25 of Schedule 4;Election Date
    
    has the meaning ascribed to that term in
Clause 5.2.2;Encumbrance
    
    means any mortgage, charge, pledge, lien,
assignment, hypothecation, title retention,
preferential right or trust arrangement or
any other security agreement or
arrangement;Equity
    
    means the amount of twenty one million one
hundred and eighty thousand Euro
(21,180,000) to be paid by the Borrower
to the
 183




---



##### 



Builder from its own resources;Equivalent Amount
    
    means the Dollar equivalent of each amount
payable in Euro by the Borrower to the
Builder under the Building Contract or
payable by the Borrower to the Hermes Agent
in payment of the Hermes Premium and to be
drawn down hereunder determined at HSBC
Bank plcs spot rate for conversion of
Dollar to Euro at 10.00 a.m. London time
two (2) Business Days prior to the relevant
Drawdown Date;euro and 
    
    means the lawful currency of the Federal
Republic of Germany;Event of Default
    
    means any of the events specified in
Clause 11;Facility
    
    means the loan facility granted hereunder
being in the Equivalent Amount (in
aggregate) of up to forty million Euro
(40,000,000);Financial Indebtedness
    
    means any obligation for the payment or
repayment of money, whether as principal or
as surety and whether present or future,
actual or contingent;First Drawdown Date
    
    means the date on which the first Tranche
is drawn down and applied in accordance
with Clause 2.2;First Supplemental Agreement
    
    means the first supplemental agreement
dated 20 April 2004 to the Original Loan
Agreement;Fixed Rate
    
    means the fixed rate of interest agreed
jointly by the Borrower and each of the
Lenders at or about 11.00 a.m. London time
on the Quotation Date prior to the
Conversion Date payable, subject to Clause
5.11, on each Interest Payment Date during
the Fixed Rate Period;Fixed Rate Period
    
    means the period starting on (and
including) the Conversion Date and ending
on the final Repayment Date;Floating Interest Rate
    
    means for each Interest Period selected
pursuant to Clause 5.2.1 the aggregate of
LIBOR and the Margin;Force Majeure
    
    means, in relation to the Agent, the Hermes
Agent, the Trustee or any Lender, any event
or circumstance which is beyond the
reasonable control of such party, which
cannot be foreseen or if foreseeable which
is unavoidable, which
 184




---



##### 



occurs after the date
of this Agreement and which prevents that
party from performing any of its
obligations under this Agreement;Fund
    
    means Apollo Management VI, LP a Delaware
limited partnership with its principal
place of business at 9 West 57th
Street, 43rd Floor, New York, NY
10019, United States of America and other
affiliated co-investment partnerships;Fund Affiliate
    
    means the Investors and (i) each other
Affiliate (as defined in Schedule 9) of the
Fund that is neither a portfolio company
(which means a company actively engaged in
providing goods to unaffiliated customers),
whether or not controlled, nor a company
controlled by a portfolio company and (ii)
any individual who is a partner or employee
of Apollo Management, LP, Apollo Management
IV, LP or Apollo Management V, LP;GAAP
    
    means generally accepted accounting
principles in the United States of America
consistently applied (or, if not
consistently applied, accompanied by
details of the inconsistencies) including,
without limitation, those set forth in the
opinion and pronouncements of the
Accounting Principles Board of the American
Institute of Certified Public Accountants
and statements and pronouncements of the
Financial Accounting Standards Board;Group
    
    means Star and its Subsidiaries;Guarantee
    
    means the guarantee executed by the
Guarantor in favour of the Trustee and the
Hermes Loan Trustee on the Restatement
Date, such guarantee to be in the form and
on the terms and conditions required by the
Agent, the Hermes Agent and the Hermes Loan
Agent and agreed on the date of the First
Supplemental Agreement;Guarantor
    
    means NCL Corporation Ltd. of Milner House,
18 Parliament Street, Hamilton HM 12,
Bermuda and with its principal place of
business at 7665 Corporate Center Drive,
Miami, Florida 33126, United States of
America;
 185




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Hermes
    
    means Euler Hermes Kreditversicherungs-AG
of Friedensallee 254, 22763 Hamburg,
Federal Republic of Germany;Hermes Cover
    
    means the guarantee from the Federal
Republic of Germany acting through Hermes
for the period of and for the transaction
contemplated by the Hermes Loan Agreement
in the amount and on the terms and
conditions required by the Hermes Loan
Lenders;Hermes Loan
    
    means the loan in the maximum amount of the
equivalent in Dollars and/or Euro of two
hundred and fifty eight million Euro
(258,000,000) to be made by the Hermes
Loan Lenders to the Borrower pursuant to
the Hermes Loan Agreement;Hermes Loan Agent
    
    means HSBC Bank plc of 8 Canada Square,
London E14 5HQ as agent for the Hermes Loan
Lenders;Hermes Loan Agreement
    
    means the loan agreement dated 4 April 2003
and to be amended and restated by a first
supplemental agreement thereto dated
20 April 2004 between, among others, the
Borrower, the Hermes Loan Lenders, the
Hermes Loan Agent and the Hermes Loan
Trustee in respect of the Hermes Loan;Hermes Loan Lenders
    
    means Commerzbank Aktiengesellschaft,
Bremen Branch, HSBC Bank plc and KfW
(formerly known as Kreditanstalt für
Wiederaufbau);Hermes Loan Security
Documents
    
    means the Security Documents (as defined in
the Hermes Loan Agreement);Hermes Loan Trustee
    
    means HSBC Bank plc of 8 Canada Square,
London E14 5HQ as trustee for the Hermes
Loan Lenders;Hermes Premium
    
    means the amount payable by the Borrower to
Hermes through the Hermes Agent in respect
of the Hermes Cover;Holding Company
    
    has the meaning defined in the Companies
Act 1985, Section 736 as substituted by the
Companies Act 1989, Section 144;
 186




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IOL
    
    means Inter-Ocean Limited of International
House, Castle Hill, Victoria Road, Douglas,
Isle of Man IM2 4RB, British Isles;ISM Code
    
    means the International Management Code for
the Safe Operation of Ships and for
Pollution Prevention adopted by the
International Maritime Organisation;ISPS Code
    
    means the International Ship and Port
Facility Security Code adopted by the
International Maritime Organisation;Indebtedness for Borrowed
Money
    
    means Financial Indebtedness (whether
present or future, actual or contingent,
long-term or short-term, secured or
unsecured) in respect of:(i) moneys borrowed or raised;(ii) the advance or extension of credit
(including interest and other charges on or
in respect of any of the foregoing);(iii) the amount of any liability in
respect of leases which, in accordance with
GAAP, are capital leases;(iv) the amount of any liability in respect
of the purchase price for assets or
services payment of which is deferred for a
period in excess of one hundred and eighty
(180) days;(v) all reimbursement obligations whether
contingent or not in respect of amounts
paid under a letter of credit or similar
instrument; and(vi) (without double counting) any
guarantee of Financial Indebtedness falling
within paragraphs (i) to (v) above;PROVIDED THATthe following shall not
constitute Indebtedness for Borrowed Money:(a) loans and advances made by other
members of the NCLC Group which are
subordinated to the rights of the Lenders;
and(b) loans and advances made by any
shareholder of the Guarantor which are
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subordinated to the rights of the Lenders;Instalment
    
    means the amount of principal of the Loan
repayable on a Repayment Date in accordance
with Clause 3;Insurance Assignment
    
    means the valid and effective first legal
assignment of the Insurances (together with
the notice thereof), to be executed by the
Borrower in respect of the Vessel in favour
of the Trustee and the Hermes Loan Trustee,
such assignment and notice to be in the
form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Hermes Loan Agent and agreed on the
signing of the Original Loan Agreement and
as specified in paragraph 33 of Schedule 4;Insurances
    
    means all policies and contracts of
insurance and entries of the Vessel in a
protection and indemnity or war risks
association which are effected in respect
of the Vessel, its freights, disbursements,
profits or otherwise and all benefits,
including all claims and returns of
premiums thereunder and shall also include
all compensation payable by virtue of
Compulsory Acquisition;Interest Exchange
Arrangement
    
    means such interest rate arrangements as a
Lender shall deem necessary to make in
respect of its Contribution in order to
offer the Fixed Rate to the Borrower;Interest Payment Date
    
    means the last day of each Interest Period
and each Repayment Date occurring during an
Interest Period or the Fixed Rate Period;Interest Period
    
    means each period ascertained in accordance
with Clause 5.2 or Clause 5.11;Interest Rate
    
    means the rate of interest applicable to
the Loan calculated in accordance with
Clause 5.9, Clause 5.11 or Clause 6.3;Investor I
    
    means NCL Investment Ltd. a company
organised and existing under the laws of
Bermuda with its registered office at
Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda;Investor II
    
    means NCL Investment II Ltd. a company
organised and existing under the laws of
the
 188




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Cayman Islands with its registered
office at c/o Walkers SPV Limited, Walker
House, 87 Mary Street, George Town, Grand
Cayman KY1-9002, Cayman Islands, British
West Indies;Investors
    
    means Investor I and Investor II;LIBOR
    
    means with respect to any Interest Period
the rate of interest (expressed as an
annual rate) determined by the Agent to be:(i) the offered rate for deposits in
Dollars for a period equivalent to such
Interest Period which appears on the
Reuters BBA Page LIBOR 01 at or about
11.00 a.m. London time on the Quotation
Date; or(ii) if no rate is provided for the
respective Interest Period on the Reuters
BBA Page LIBOR 01, the interpolated rate
per annum for deposits in Dollars in an
amount approximately equal to the Loan or
relevant part thereof as calculated by the
Agent, such interpolated rate to be based
on the Reuters BBA Page LIBOR 01 PROVIDED
THATLIBOR for periods of less than one (1)
week will be ascertained under sub-section
(iii) below;or (if Reuters BBA Page LIBOR 01 is
discontinued or if the Agent is unable to
make the said determination due to
technical breakdown in the relevant system
or the Interest Period is less than one (1)
week)(iii) the arithmetic mean (rounded upwards,
if necessary, to the nearest one-sixteenth
of one per cent (1/16%)) of the rates per
annum notified to the Agent by each of the
Reference Banks as the rate at which
deposits in Dollars in an amount
approximately equal to the Loan or relevant
part thereof are offered to such Reference
Bank by leading banks in the London
Interbank market at such Reference Banks
request at or about 11.00 a.m. London time
on the Quotation Date for a period equal to
the Interest Period and for delivery on the
first Business Day thereof;
 189




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##### 



Loan
    
    means the aggregate principal amount of the
Tranches or (as the context may require)
the amount thereof for the time being drawn
down and outstanding hereunder;Management Agreement
    
    means the agreement to be entered into
between the Borrower and the Manager
providing for the ship management and
crewing services of the Vessel, such
agreement to be in the form and on the
terms and conditions required by the Agent;Management Agreement
Assignment
    
    means the valid and effective first legal
assignment of the Management Agreement
(together with the notice thereof and the
acknowledgement), to be executed by the
Borrower in favour of the Trustee and the
Hermes Loan Trustee, such assignment,
notice and acknowledgement to be in the
form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Hermes Loan Agent;Manager
    
    means NCL America Inc. of Corporation Trust
Center, 1209 Orange Street, Wilmington,
Delaware 19801, United States of America,
the company providing technical ship
management and crewing services for the
Vessel pursuant to the Management
Agreement;Margin
    
    means up to but not including the
Termination Date the rate of one point six
per cent (1.6%) per annum and from the
Termination Date one point three five per
cent (1.35%) per annum;Month
    
    means a period starting on one day in a
calendar month and ending on the
numerically corresponding day in the next
calendar month save that, where any such
period would otherwise end on a day which
is not a Business Day, it shall end on the
next Business Day, unless that day falls in
the calendar month succeeding that in which
it would otherwise have ended, in which
case it shall end on the preceding Business
Day PROVIDED THAT, if a period starts on
the last Business Day in a calendar month
or if there is no numerically corresponding
day in the month in which that period ends,
that period shall end on the last Business
Day in that later month;
 190




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##### 



Mortgage
    
    means the first preferred ship mortgage to
be granted by the Borrower over the Vessel
and registered at the United States Coast
Guard National Vessel Documentation Center
in favour of the Trustee and the Hermes
Loan Trustee as security pursuant hereto
and to the Hermes Loan Agreement, such
mortgage to be in the form and on the terms
and conditions required by the Agent, the
Hermes Agent and the Hermes Loan Agent and
agreed on the signing of the First
Supplemental Agreement and as specified in
paragraph 32 of Schedule 4;NCLC Fleet
    
    means the vessels owned by the companies in
the NCLC Group;NCLC Group
    
    means the Guarantor and its Subsidiaries;NCL International
    
    means NCL International, Ltd. of Milner
House, 18 Parliament Street, Hamilton HM
12, Bermuda;NCLL
    
    means Norwegian Cruise Line Limited of
Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;Notice of Fixed Rate
    
    means a notice in the form of Schedule 8;Obligors
    
    means the Borrower, the Guarantor, the
Manager, the Sub-Agent, the Shareholder and
any other party from time to time to any of
the Security Documents excluding the
Arrangers, the Trustee, the Agent, the
Hermes Agent, the Lenders, the Hermes Loan
Trustee, the Hermes Loan Agent and the
Hermes Loan Lenders;Office
    
    means in respect of the Agent, the Hermes
Agent, the Trustee and each Lender its
office at the address set out beneath its
name in Schedule 2 or such other office as
it shall from time to time select and
notify through the Agent to the Borrower;Original Loan Agreement
    
    means this Agreement as executed on 4 April
2003 (prior to, inter alia, its amendment
and restatement pursuant to the First
Supplemental Agreement);Outstanding Indebtedness
    
    means all sums of any kind payable actually
or contingently to the Trustee, the Agent,
the Hermes Agent or the Lenders under or
pursuant to this Agreement or any
Transaction Document (whether by way of
repayment of
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##### 



principal payment of interest
or default interest payment of any
indemnity or counter indemnity
reimbursement for fees, costs or expenses
or otherwise howsoever);Permitted Indebtedness
    
    means monies borrowed or raised other than
from any direct or indirect shareholder of
the Guarantor for the purpose of acquiring
a vessel, or refinancing a vessel, for a
member of the NCLC Group:(i) prior to the date of this Agreement and
notified by the Borrower to the Agent prior
to the date of this Agreement;(ii) hereunder;(iii)
after the date of this Agreement,
subject to the provisions of this
Agreement, at arms length on usual terms
and subject to the Borrower first notifying
the Agent with full details of the
amount(s) to be borrowed or raised and the
Encumbrances to be created to secure the
repayment of such monies; and(iv) Permitted Refinancing Indebtedness;Permitted Liens
    
    means (i) any Encumbrance created by or
pursuant to the Security Documents (ii)
liens on the Vessel up to an aggregate
amount at any time not exceeding
[*] for current
crews wages and salvage and liens incurred
in the ordinary course of trading the
Vessel (iii) the Hermes Loan Security
Documents (iv) any deposits or pledges to
secure the performance of bids, tenders,
bonds or contracts (v) any other
Encumbrance notified by any of the Obligors
to the Agent prior to 4 April 2003 (vi)
subject to Clause 10.8, any Encumbrances in
respect of existing Financial Indebtedness
of a person which becomes a Subsidiary of
the Guarantor or is merged with or into the
Guarantor or any of its Subsidiaries (vii)
liens on assets leased, acquired or
upgraded after the Restatement Date or
assets newly constructed or converted after
the Restatement Date provided that (a) such
liens secure Financial Indebtedness
otherwise permitted under this Agreement
(b) such liens are incurred within one (1)
year following such lease, acquisition,
upgrade, construction or conversion and (c)
the Financial
 192




---



##### 



Indebtedness secured by such
liens does not exceed the cost of such
upgrade or the cost of such assets acquired
or leased (viii) statutory and other
similar liens arising in the ordinary
course of business unrelated to Financial
Indebtedness and securing obligations not
yet delinquent or which are being contested
in good faith by appropriate proceedings
and for which adequate reserves have been
established (ix) subject to Clause 11.1.9,
liens arising out of the existence of
judgments or awards in respect of the
Guarantor or any of its Subsidiaries (x)
any other lien that may be created by the
Guarantor from time to time in the ordinary
course of business and (xi) any deposits,
liens or other Encumbrances placed or
incurred in connection with any bond or
other surety from time to time provided to
the US Federal Maritime Commission in order
to comply with laws, regulations and rules
applicable to the operators of passenger
vessels operating to or from ports in the
United States of America PROVIDED THATthe
aggregate amount of all cash and the fair
market value of all other property subject
to such liens as are described in
paragraphs (viii) to (x) above does not
exceed [*] and
PROVIDED FURTHER THATany such lien as is
described in paragraphs (vii) to (x) above
does not imperil the security created by
any of the Security Documents and/or affect
the ability of any Obligor duly to perform
any of its obligations under any Security
Document to which it is or may be a party
at any time, in each case in the opinion of
the Agent;Permitted Refinancing
Indebtedness
    
    means any monies borrowed or raised at
arms length on usual terms and other than
from any direct or indirect shareholder of
the Guarantor which are used to refinance
any Permitted Indebtedness including any
Permitted Refinancing Indebtedness;Possible Event of Default
    
    means any event which, with the giving of
notice, passage of time or occurrence of
any other event, would constitute an Event
of Default;Process Agent
    
    means Clifford Chance Secretaries Limited
whose registered office is presently at 10
Upper Bank Street, London E14 5JJ or any or
any other person in England nominated by
the Borrower or any other Obligor and
approved
 193




---



##### 



by the Agent as agent to accept
service of legal proceedings on their
behalf under any of this Agreement and the
other Security Documents;Quotation Date
    
    means, in relation to any Interest Period,
the day on which quotations would
ordinarily be given in the London Interbank
eurocurrency market for Dollar deposits for
delivery on the first day of that Interest
Period;Redelivery Date
    
    means the date on which the Vessel is
redelivered to and accepted by the Borrower
pursuant to the Building Contract;Reference Banks
    
    means Commerzbank Aktiengesellschaft and
HSBC Bank plc;Reimbursement Agreement
    
    means the reimbursement and distribution
agreement dated 17 August 2007, by and
among Investor I, Star and the Guarantor;Repayment Dates
    
    means the last day of each of the twenty
four (24) consecutive periods of six (6)
months the first such period commencing on
the Termination Date and the twenty fourth
such period terminating twelve (12) years
thereafter;Restatement Date
    
    has the same meaning as set out in the
First Supplemental Agreement;Reuters BBA Page LIBOR 01
    
    means the display currently designated as
Reuters BBA Page LIBOR 01, which includes
London Interbank Offered Rates of four (4)
major banks, which are members of the
International Swaps and Derivatives
Association, Inc. or such other service as
may be nominated by the British Bankers
Association as the information vendor for
displaying the London Interbank Offered
Rates of major banks in the London
Interbank market;Safety Management
Certificate
    
    means a document issued to the Vessel as
evidence that the Vessels operator and its
shipboard management operate in accordance
with an approved Safety Management System;Safety Management System
    
    means a structured and documented system
enabling the personnel of the Vessels
operator to implement effectively the
safety and environmental protection policy
of that Vessel operator;
 194




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##### 



Same Day Funds
    
    means Dollar funds settled through the New
York Clearing House Interbank Payments
System or such other funds for payment in
Dollars as the Agent shall specify by
notice to the Borrower as being customary
at the time for the settlement of
international transactions in New York of
the type contemplated by this Agreement;Security Documents
    
    means this Agreement, the Guarantee, the
Management Agreement Assignment, the
Mortgage, the Charge Option, the Charge,
the Earnings Assignment, the Insurance
Assignment and all such other documents as
may be executed at any time in favour of
(among others) the Trustee, the Hermes
Agent and/or any of the Lenders as security
for the obligations of the Borrower and the
other Obligors whether executed pursuant to
the express provisions of this Agreement or
otherwise howsoever;Security Period
    
    means the period beginning on the First
Drawdown Date and ending on the date on
which the amounts outstanding under this
Agreement and under each of the other
Security Documents are finally paid or
repaid in full;Seventh Supplemental Deed
    
    means the seventh supplemental deed dated
21 December 2007 to this Agreement;Shareholder
    
    means NCL America Holdings, Inc. of
Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United
States of America;Shareholders Agreement
    
    means the shareholders agreement dated 17
August 2007 made or to be made between
Star, the Investors (directly in the case
of Investor I and by way of joinder in the
case of Investor II) and the Guarantor;Shares
    
    means the one thousand (1,000) authorised
and issued shares of common stock in the
Borrower legally and beneficially owned by
the Shareholder;Star
    
    means Star Cruises Limited of Canons
Court, 22 Victoria Street, Hamilton HM 12,
Bermuda;Sub-Agency Agreement
    
    means the agreement to be entered into
between the Manager and the Sub-Agent
 195




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##### 



providing for the commercial, marketing,
sales and financial services in respect of
the Vessel, such agreement to be in the
form and on the terms and conditions
required by the Agent;Sub-Agency Agreement
Assignment
    
    means the valid and effective first legal
assignment of the Sub-Agency Agreement
(together with the notice thereof and the
acknowledgement), to be executed by the
Manager in favour of the Trustee and the
Hermes Loan Trustee, such assignment,
notice and acknowledgement to be in the
form and on the terms and conditions
required by the Agent, the Hermes Agent and
the Hermes Loan Agent;Sub-Agent
    
    means NCL (Bahamas) Ltd. of Milner House,
18 Parliament Street, Hamilton HM 12,
Bermuda, the company providing commercial,
marketing, sales and financial services in
respect of the Vessel pursuant to the
Sub-Agency Agreement;Subsidiary
    
    has the meaning defined in the Companies
Act 1985, Section 736 as substituted by the
Companies Act 1989, Section 144;Subscription Agreement
    
    means the subscription agreement dated 17
August 2007 made or to be made between
Star, the Investors (directly in the case
of Investor I and by way of assignment in
the case of Investor II) and the Guarantor;Substitute Basis
    
    means an alternative basis for maintaining
the Loan certified by the Agent pursuant to
Clause 6.3.1;Suspension Notice
    
    means a notice given by the Agent to the
Borrower pursuant to Clause 6.1;Taxes
    
    means all present and future income and
other taxes, levies, imposts, deductions,
compulsory liens and withholdings
whatsoever together with interest thereon
and penalties with respect thereto, if any,
and any payments made on or in respect
thereof and Taxationshall be construed
accordingly;Termination Date
    
    means the earlier of the Redelivery Date
and 3 December 2005 (or such later date as
is agreed between the Borrower, the Lenders
and Hermes);
 196




---



##### 



Total Loss
    
    means any actual or constructive or
arranged or agreed or compromised total
loss or Compulsory Acquisition of the
Vessel;Tranche
    
    means any of Tranche 1, Tranche 2, Tranche
3 or Tranche 4;Tranche 1
    
    means the Equivalent Amount of
[**] being the
difference between the Equity and the
amount of the first pre-redelivery
instalment due by the Borrower to the
Builder under the Building Contract to be
advanced on a Drawdown Date by the Lenders
by way of their Contributions thereto;Tranche 2
    
    means the Equivalent Amount of the amount
of the Hermes Premium payable by the
Borrower to Hermes through the Hermes Agent
on issue of the Hermes Cover;Tranche 3
    
    means the Equivalent Amount of up to
[**] being the
amount of [**] of
the Contract Price to be applied in payment
of the second pre-redelivery instalment due
by the Borrower to the Builder under the
Building Contract to be advanced on a
Drawdown Date by the Lenders by way of
their Contributions thereto;Tranche 4
    
    means the Equivalent Amount of the
difference between the aggregate of Tranche
1, Tranche 2 and Tranche 3 in Euro and the
amount of the Facility to be applied in
payment of the balance of the third
pre-redelivery instalment due by the
Borrower to the Builder under the Building
Contract and any excess thereafter in
reduction of the Equity;Transaction Documents
    
    means the Security Documents, the Hermes
Loan Security Documents, the Hermes Loan
Agreement, the Building Contract, the
Drawdown Notices, the Supervision
Agreement, the Management Agreement, the
Sub-Agency Agreement, the Co-ordination
Deed, the Agency and Trust Deed and any
other material document now or hereafter
issued in connection with the documents or
the transaction herein referred to and also
including any Interest Exchange
Arrangement;
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##### 



Transfer Certificate
    
    means the certificate attached hereto as
Schedule 6;Transfer Date
    
    means, in relation to any Transfer
Certificate, the date specified in such
Transfer Certificate as the date for the
making of the transfer or, where such
transfer is specified as being subject to
the fulfilment of certain conditions, the
date on which the Agent receives a
certificate from the Lender making the
transfer confirming that all such
conditions have been fulfilled;Transferee
    
    means any reputable bank acceptable to the
Agent and the Borrower which becomes a
party to this Agreement as a Lender
pursuant to Clause 17; andVessel
    
    means the vessel identified with no 7671
and working title Project America at the
yard of the Builder registered in the name
of the Borrower in the Shipbuilding
Register in Bremerhaven, Federal Republic
of Germany and upon completion as a one
thousand and seventy five (1,075) cabin
luxury cruise vessel to be redelivered to
the Borrower pursuant to the Building
Contract and re-registered in the name of
the Borrower under the laws and flag of the
United States of America.
 1.2
    
    Construction
 In this Agreement unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Agreement unless otherwise
stated and references to this Agreement are to be construed as references to
this Agreement including its Schedules;1.2.3
    
    subject to Clause 9.2.21 and Clause 9.1, references to (or to
any specified provision of) this Agreement or any other document other than the
Hermes Loan Agreement or the Hermes Loan Security Documents shall be construed
as references to this Agreement, that provision or that document as from time
to time amended, supplemented, restated and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;
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##### 



1.2.5
    
    references to any party to this Agreement or any other
document shall include reference to such partys successors and permitted
assigns;1.2.6
    
    words importing the plural shall include the singular and vice
versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent
or the Trustee such approval or consent shall not be deemed to have been given
unless given in writing; where any matter is required to be acceptable to the
Agent or the Trustee, the Agent or the Trustee (as the case may be) shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent or the Trustee may give or withhold its consent, approval or
acceptance at its unfettered discretion;1.2.9
    
    a certificate by the Agent as to any amount due or calculation
made hereunder shall be conclusive except for manifest error.
 1.3
    
    Agent and Trustee
 The Agent will be appointed by the Lenders as agent and the Trustee will be
appointed by the Lenders as trustee under the Agency and Trust Deed and references
herein to the Agent or the Trustee shall be construed as references to itself, the
Agent (if applicable) and the Lenders. The Borrower shall only communicate with the
Lenders under this Agreement and the other Security Documents through the Agent or
the Trustee (as the case may be) and as hereinafter referred to.
 2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility by way of the
Tranches. So far as any part of the Facility remains undrawn at close of
business in London on the Termination Date it shall be capable of cancellation
by the Lenders.2.1.2
    
    Each Lender shall advance its Contribution to the Tranches in
the proportion which its Contribution for the time being bears to the other
Contributions of the Lenders.2.1.3
    
    Neither the Agent nor any other Lender shall be liable for any
failure or delay on the part of any Lender in making any advance hereunder nor
shall the Agent or the Arrangers have any obligation to seek to procure
additional Lenders in the event of such a failure PROVIDED THATif any Lender
should fail to advance its Contribution hereunder, that Lender and the Agent
will take all reasonable steps to mitigate the effect of that failure.
Notwithstanding the aforesaid proviso, neither the Agent nor any Lender shall
be obliged to increase its Contribution hereunder in respect of the failure by
any other Lender(s) to fund its Contribution.
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2.2
    
    Purpose and Application
 The purpose of the Facility is to finance the Contract Price in part and the Hermes
Premium. The Borrower shall apply the Loan in payment of certain of the
pre-redelivery instalments due by the Borrower to the Builder under the Building
Contract and in payment of the Hermes Premium.
 2.3
    
    Drawdown
 The Borrower shall only make drawings under the Facility if:
 2.3.1
    
    the Agent receives at least five (5) Business Days notice of
the Borrowers request for such drawing in the form of Schedule 3;2.3.2
    
    no Event of Default or Possible Event of Default has occurred
before the date of such drawing;2.3.3
    
    no written notice has been received indicating that the Hermes
Cover does not validly exist without restriction;2.3.4
    
    the representations and warranties set out in Clause 9 and
each of the other Security Documents are correct on the date of such drawing;2.3.5
    
    it is then lawful for each of the Lenders to make available
its Contribution to the Loan; and2.3.6
    
    the Agent has been notified by the Hermes Loan Agent that all
conditions precedent to drawdown of the Hermes Loan have been satisfied save
for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.6,
 PROVIDED THATno Tranche shall be capable of drawing until the Equity has been paid
by the Borrower to the Builder.
 2.4
    
    Payment of Facility
 The Tranches (other than Tranche 2 and any part of Tranche 4 which is to be applied
in reduction of the Equity) shall be paid to the Builder, Tranche 2 shall be paid to
Hermes through the Hermes Agent and such part of Tranche 4 which is to be applied in
reduction of the Equity shall be paid to the Borrower or its order.
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2.5
    
    Break costs on failure to draw
 If for any reason any Tranche is not drawn down by the Borrower hereunder after
notice of drawdown has been given to the Agent pursuant to Clause 2.3, the Borrower
will pay to the Agent for the account of the Lenders such amount as the Agent may
certify as necessary to compensate the Lenders (other than any Lender whose default
has caused the Tranche not to be drawn down) for any loss (including the cost of
breaking deposits or re-employing funds (including warehousing and other related
costs)) or expense (including warehousing and other related costs) on account of
funds borrowed, contracted for (whether in Euro or in Dollars) or utilised in order
to fund its Contribution to the Tranche or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction. Each Lender shall
supply to the Agent a certificate of break costs which in the absence of manifest
error shall be conclusive as to the amounts due.
 2.6
    
    Conditions of drawdown
 The Agent shall not be under any obligation to advance a Tranche hereunder until all
the documents and evidence referred to in the relevant part of Schedule 4 are in the
possession of the Agent in form and substance satisfactory to it, the Arrangers, the
Lenders and the Hermes Agent.
 2.7
    
    Several obligations of the Lenders
 The obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives in respect of a Tranche an amount greater than the
aggregate of the Contributions to that Tranche, the Borrower forthwith upon the
demand of the Agent shall pay to the Agent (for the account of those Lenders whose
Contributions were exceeded) the amount certified by the Agent as representing the
excess of the amount paid to the Borrower over the due and proper amount of the
Contributions of the Lenders actually received by the Agent.
 2.8
    
    Lenders failure to perform
 Subject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor shall any such other party be liable for the failure by such Lender to
perform its obligations hereunder.
 2.9
    
    Fulfilment of conditions after drawdown
 If the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to advance a Tranche to the Borrower hereunder
without having received all of the documents or evidence referred to in the relevant
part of Schedule 4, the Borrower will nevertheless deliver the remaining documents
or evidence to the Agent within fourteen (14) days of such drawing (or such other
period as the Agent may stipulate) and the advance of the Tranche shall not be
construed as a waiver of the Agents right to receive the documents or evidence as
aforesaid nor shall this provision impose on the Agent or the Lenders any obligation
to permit the drawing in the absence of such documents or evidence.
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3
    
    Repayment
 Unless otherwise repaid in accordance with the provisions of this Agreement, the Borrower
hereby agrees to repay the Loan by twenty four (24) equal half yearly Instalments of
principal the first such Instalment to be paid six (6) months from the Termination Date and
the remainder at six (6) monthly intervals.
 4
    
    Prepayment
 4.1
    
    Voluntary prepayment
 On giving at least thirty (30) days prior notice to the Agent, the Borrower may on
the last day of an Interest Period prepay (without premium or penalty, subject to
Clause 4.8) the whole or any relevant part of the Loan (but if in part in an amount
of five million Dollars (USD5,000,000) or an integral multiple thereof).
 4.2
    
    Voluntary prepayment in case of increased cost
 At any time after any sum payable by the Borrower has been increased under Clause 8
or a Lender has made any claim for indemnification under Clause 8, the Borrower may,
after giving to the Agent five (5) Business Days notice of its intention to do so,
prepay the whole (but not part only) of the Contribution of that Lender, subject to
Clause 4.8.
 4.3
    
    Mandatory prepayment in case of illegality
 4.3.1
    
    If any change in, or in the interpretation or application of,
any law, regulation or treaty shall make it unlawful in any jurisdiction
applicable to any of the Lenders for that Lender to make available or maintain
its Contribution or to give effect to its obligations as contemplated hereby,
the Agent may, by notice thereof to the Borrower, declare that the relevant
Lenders obligations shall be terminated forthwith whereupon (if a Tranche has
then been advanced) the Borrower shall prepay forthwith to the relevant Lender
its Contribution together with interest thereon to the date of such prepayment
and all other amounts due to such Lender under Clause 4.8 and under the
Security Documents (or, if permitted by the relevant law, regulation or treaty,
at the end of the then current Interest Period).4.3.2
    
    A Lender affected by any provision of Clause 4.3.1 shall
promptly inform the Agent after becoming aware of the relevant change and the
Agent shall, as soon as reasonably practicable thereafter, notify the Borrower
of the change and its possible results. Without affecting the Borrowers
obligations under Clause 4.3.1 and in consultation with the Agent, the affected
Lender will then take all such reasonable steps as may be open to it to
mitigate the effect of the change (for example (and if then possible) by
changing its Office or transferring some or all of its rights and obligations
under this Agreement to another financial institution reasonably acceptable to
the Borrower and the Agent). The reasonable costs of mitigating the effect of
any such change shall be borne by the Borrower save where such costs are of an
internal administrative nature and are not incurred in dealings by any Lender
with third parties.
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4.4
    
    Voluntary prepayment following imposition of Substitute Basis
 The Borrower may notify the Agent within ten (10) days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it
wishes to prepay the Loan, in which event the Borrower shall forthwith prepay the
Loan together with interest accrued thereon at the rate specified in the relevant
certificate of Substitute Basis and any break costs in accordance with Clause 4.8.
 4.5
    
    Prepayment in case of Total Loss of the Vessel
 If the Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent within one hundred and fifty (150) days
thereof, by no later than the date which is one hundred and fifty (150) days after
the date of the event giving rise to such Total Loss prepay the Loan in accordance
with Clause 4.7, Clause 4.8 and Clause 12.1.For the purposes of this Clause a Total Loss shall be deemed to have occurred:
 4.5.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time
on the actual date of loss or, if that is not known, on the date on which the
Vessel was last heard of;4.5.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich
Mean Time on the date on which the requisition is expressed to take effect by
the person requisitioning the Vessel; and4.5.3
    
    if it consists of a constructive or compromised or arranged or
agreed total loss or damage to the Vessel rendering repair impracticable or
uneconomical or rendering the Vessel permanently unfit for normal use, at noon
Greenwich Mean Time on the date on which notice claiming the loss of the Vessel
is given to its insurers.
 4.6
    
    Prepayment in case of sale of the Vessel
 If the Vessel is sold by the Borrower with the prior consent of the Agent (which
consent is not to be unreasonably withheld or delayed, PROVIDED THATif an Event of
Default has occurred and the Borrower desires to sell the Vessel by private treaty
at arms length the approval of the Agent may be delayed by up to twenty one (21)
days from the date on which the Borrowers request for approval is received by the
Agent), then, subject to the following provision of this Clause 4.6, the Borrower
will concurrent with completion of the sale prepay the Loan in accordance with
Clause 4.7 and Clause 12.1.
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If, however, the sale (or transfer) of the Vessel is in connection with an
Apollo-Related Transaction, the Borrower shall give to the Agent not less than
fifteen (15) Business Days notice of the estimated date of sale (or transfer), the
purchaser (or transferee) shall assume all of the obligations and liabilities of the
Borrower under the Transaction Documents (save for the Building Contract and the
Supervision Agreement), in such manner and on the terms and conditions required by
the Agent, the Hermes Agent and their legal advisers (as confirmed by relevant legal
opinions), and the Obligors (other than the Borrower and the Supervisor) shall
re-execute or re-confirm the Security Documents to which they are a party as
security for the obligations of the purchaser (or transferee), in such form and on
the terms and conditions required by the Agent, the Hermes Agent and their legal
advisers (as confirmed by relevant legal opinions).Subject to Clause 4.8, prepayment of the Loan consequent upon the permitted sale of
the Vessel shall absolve the Borrower from any liability to pay prepayment fees or
costs.
 4.7
    
    Effect of prepayment
 Any notice given by the Borrower under Clause 4.1, Clause 4.2 or Clause 4.4 shall be
irrevocable and shall oblige the Borrower to pay to the Agent on account of the
Lenders the amount therein stated on the date therein stated. No amount prepaid
under this Agreement may be redrawn. Each prepayment under this Agreement shall be
applied in satisfaction of the Borrowers remaining obligations under Clause 3 in
inverse chronological order. Prepayments under this Agreement shall be made
together with accrued interest thereon and the payment of all other sums then owing
under any of the Security Documents.
 4.8
    
    Break costs on prepayment
 If any repayment or prepayment of the Loan or part thereof is made otherwise than on
the last day of an Interest Period or, following Conversion, any repayment or
prepayment of the Loan or part thereof is made otherwise than on the last day of the
Fixed Rate Period, the Borrower shall pay to the Agent on behalf of the Lenders on
demand such additional amount as the Agent may certify (such certificate to contain
a calculation thereof in reasonable detail) as necessary to compensate each of the
Lenders for any loss (including the cost of breaking deposits or re-employing funds
(including warehousing and other related costs)) or expense (including warehousing
and other related costs) on account of funds borrowed, contracted for or utilised to
fund the amount so repaid or prepaid or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction provided that each
Lender shall pay to the Borrower any swap breakage gain actually received by the
Lender under any Interest Exchange Arrangement to which it is a party and/or any
swap agreements or other interest rate management products entered into by the
Lender for the purpose of this transaction.
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5
    
    Interest
 5.1
    
    Payment of interest
 The Borrower shall pay interest on the Loan or any part thereof at the Applicable
Interest Rate for each Interest Period in respect thereof which interest shall be
payable in arrears on each Interest Payment Date PROVIDED THATif the current
Interest Period does not end on the relevant Interest Payment Date the Borrower
shall only pay the interest accrued during that Interest Period up to but not
including the Interest Payment Date.
 5.2
    
    Selection and duration of Interest Periods
 5.2.1
    
    Subject to the other provisions of this Clause 5, the Borrower
may give notice to the Agent to be received by the Agent not later than 9.00
a.m. London time five (5) Business Days prior to the commencement of each
Interest Period in respect of the Loan or any part thereof, specifying whether
that Interest Period is to be of three (3) or six (6) months duration.
Interest Periods in respect of a Tranche shall commence, in the case of the
first, on the Drawdown Date thereof and, in the case of Interest Periods other
than the first, on the expiry of the preceding Interest Period.However, the Agent shall have the right to adjust the length of the first
Interest Period in respect of a Tranche (other than the first Tranche to be
drawn down hereunder) such that it ends on the same date as any existing
Interest Period in respect of the Loan.5.2.2
    
    Subject to the consent of the Hermes Agent and of each of the
Lenders remaining in full force and effect on the date of the Election Notice
(as hereinafter defined), the Borrower may, if no Event of Default has occurred
and is continuing and no Total Loss has occurred, at any time prior to 29
September 2006, elect to convert the basis upon which interest is calculated
hereunder by giving notice (an Election Notice) to the Agent not less than
fifteen (15) Business Days (or such shorter time as the parties may agree)
before the date on which the Interest Exchange Arrangements are to be entered
into (the Election Date) to request that with effect from a date on or prior
to 29 September 2006 (the Conversion Date) the rate of interest applicable to
the Loan then outstanding shall be the Fixed Rate.5.2.3
    
    The Borrower shall forthwith provide a copy of the Election
Notice to the Guarantor, who shall upon receipt provide a written confirmation
to both the Borrower and the Agent that the Guarantee remains in full force and
effect, PROVIDED ALWAYSthat no Interest Exchange Arrangement will be entered
into by a Lender unless a confirmation satisfactory to the Agent, the Lenders
and the Hermes Agent is received from the Guarantor.5.2.4
    
    Any such request under Clause 5.2.2 shall be irrevocable,
provided that any informal request made by the Borrower to the Agent for an
indication of the rates which might be available should the Borrower deliver an
Election Notice shall not be construed as the giving of an Election Notice by
the Borrower pursuant to Clause 5.2.2. The parties hereto agree that not more
than two (2) informal requests may be made.
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5.2.5
    
    On receipt of an Election Notice from the Borrower pursuant to
Clause 5.2.2, the Agent shall promptly notify the Lenders of such election and
of the applicable Election Date and Conversion Date.
 5.3
    
    Conversion
 Conversion shall only occur if:
 5.3.1
    
    the Agent has received an Election Notice;5.3.2
    
    the Agent has received the confirmation from the Guarantor
referred to in Clause 5.2.3;5.3.3
    
    the Agent has received evidence of the Interest Exchange
Arrangements executed by the parties thereto; and5.3.4
    
    the Fixed Rate for the Loan has been determined.In the absence of satisfaction of any of the above or any other relevant
provision of Clause 5.2, interest on the Loan shall continue to be
calculated at the Floating Interest Rate.
 5.4
    
    Fixed Rate
 The Lenders, the Agent and the Borrower agree that as soon as the Fixed Rate shall
have been determined, the Agent shall inform the Borrower by issuing to the Borrower
a Notice of Fixed Rate. Upon such issuance the Borrowers obligation will be to pay
interest on the Loan at the Fixed Rate from the Conversion Date and, until such
date, at the Floating Interest Rate.
 5.5
    
    Break costs in relation to Conversion
 If an Election Notice has been given to the Facility Agent pursuant to Clause 5.2.2
and Conversion does not occur on the Conversion Date as a result of the relevant
provisions of Clause 5.2, Clause 5.3 and/or Clause 5.4 not being satisfied or
waived, other than as a result of gross negligence or wilful misconduct of the Agent
or any of the Lenders, the Borrower shall pay to the Agent for the account of the
Lenders interest accrued to but excluding the Conversion Date together with such
amount as the Agent may certify (such certificate to contain a calculation thereof
in reasonable detail) as necessary to compensate each of the Lenders for any loss
(including the cost of breaking deposits or re-employing funds (including
warehousing and other related costs)) or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction as a consequence of
Conversion not being made on the Conversion Date.If it is necessary for the Lenders to break deposits or re-employ funds taken or
borrowed to make or maintain such Lenders Contribution to the Loan in order for
Conversion to take place on the Conversion Date, the Borrower shall pay to the Agent
for the account of the Lenders interest accrued to but excluding the Conversion Date
together with such amount as the Agent may certify to be necessary to compensate a
Lender for any losses incurred as a consequence of the
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Interest Period in respect of the Loan being prematurely terminated in order to
allow Conversion to occur on the Conversion Date including, without limitation, any
loss (including the cost of breaking deposits (including warehousing and other
related costs)) or expense (including warehousing and other related costs) on
account of funds borrowed, contracted for or utilised to fund such Lenders
Contribution to the Loan.
 5.6
    
    No notice and unavailability
 If the Borrower fails to select an Interest Period in accordance with Clause 5.2 or
the Agent certifies that deposits for the period selected by the Borrower are not
available to each of the Lenders in the ordinary course of business in the London
Interbank eurocurrency market to fund the Loan, the Borrower shall be deemed to have
selected an Interest Period of six (6) months (or such other period as the Agent may
in its discretion decide).
 5.7
    
    Separate Interest Periods for Instalments
 If an Interest Period would otherwise extend beyond any Repayment Date, the Loan
shall be divided into two (2) or more portions. One (1) or more portions will be of
an amount equal to the amount of the Loan required to be repaid on each relevant
Repayment Date and will have an Interest Period of such length as will expire on
that date and the Interest Period relating to the remainder of the Loan will be
determined in accordance with Clauses 5.2 and 5.6.
 5.8
    
    Extension and shortening of Interest Periods
 If an Interest Period would otherwise end on a day which is not a Business Day, the
Interest Period shall be extended until the next following Business Day unless the
next following Business Day falls in the next calendar month in which case the
Interest Period will be shortened to expire on the preceding Business Day.If an Interest Period commences on the last Business Day in a month or if there is
no day in the month in which the Interest Period will end which corresponds
numerically to the day on which it begins, the Interest Period shall end on the last
Business Day in that month.
 5.9
    
    Applicable Interest Rate
 5.9.1
    
    In respect of Interest Periods pursuant to Clause 5.2.1 and
subject to Clause 5.11 and Clause 6, the rate of interest applicable to the
Loan (or relevant part in the case of the division of the Loan under Clause
5.7) during an Interest Period shall be the Floating Interest Rate.5.9.2
    
    In respect of Interest Periods pursuant to Clause 5.2.2 and
subject to Clause 5.11 and Clause 6, the rate of interest applicable to the
Loan (or relevant part in the case of the division of the Loan under Clause
5.7) during an Interest Period shall be the Fixed Rate.
 5.10
    
    Interest Rate
 In respect of Interest Periods pursuant to Clause 5.3 and subject to Clause 5.8 and
Clause 6, the rate of interest applicable to the Loan (or relevant part in the case
of
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---



##### 



the division of the Loan under Clause 5.4) during an Interest Period shall be the
aggregate of LIBOR and the relevant Margin.
 5.11
    
    Bank basis
 Interest, fees payable pursuant to Clause 13 and any other payments hereunder of an
annual nature shall accrue from day to day and be computed on the basis of a year of
three hundred and sixty (360) days and for the actual number of days elapsed.
 5.12
    
    Default interest
 If the Borrower fails to pay on the due date any sum due under this Agreement or any
of the other Security Documents to which it may at any time be a party, the Borrower
shall, without affecting any other remedy of the Agent or the Lenders, pay interest
on such sum from the due date to the actual date of payment (as well after as before
judgment). Such interest shall accrue on a daily basis at the higher of the
Applicable Interest Rate fixed for the latest interest period and the rate computed
by the Agent and certified by the Agent to the Borrower as being the aggregate of:
 5.12.1
    
    the relevant Margin plus one per cent (1%); and5.12.2
    
    the greater of (a) in the case of the Lenders, the average (rounded upwards
if necessary to the next integral multiple of one-sixteenth of one per cent
(1/16%)) of the respective rates per annum at which each of the Lenders is able
to acquire in accordance with its normal practice deposits in Dollars in
successive periods of one (1) month (or for such shorter period as the Agent
may in its absolute discretion select) in the London Interbank eurocurrency
market in an amount equivalent to or comparable with its Contribution to such
sum, and, in the case of the Agent, the rate per annum at which it is able to
acquire in accordance with its normal practice deposits in Dollars in
successive periods of one (1) month (or for such shorter period as the Agent
may in its absolute discretion select) in the London Interbank eurocurrency
market in an amount equivalent to such sum, as at approximately 11.00 a.m.
London time on any relevant day and (b) in the case of the Lenders, the average
(rounded upwards if necessary to the next integral multiple of one-sixteenth of
one per cent (1/16%)) of the cost to each of the Lenders of funding its
Contribution to such sum, and, in the case of the Agent, the cost of funding
such sum, such interest to be compounded at the end of the period selected by
the Agent and to be payable on demand. In the event of LIBOR not being
available then the Agent shall in its discretion use the Substitute Basis for
its calculation as set out in Clause 6.3.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbance
 Notwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Interest Period the Agent shall determine in good faith (which
determination shall be conclusive and binding on the parties hereto) that:
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6.1.1
    
    by reason of circumstances affecting the London Interbank
eurocurrency market adequate and fair means do not exist for ascertaining the
Floating Interest Rate during such Interest Period pursuant to Clause 5; or6.1.2
    
    deposits in Dollars of equal duration to such Interest Period
will not be available to any of the Lenders in the London Interbank
eurocurrency market in sufficient amounts in the ordinary course of business to
fund its Contribution during such Interest Period; or6.1.3
    
    by reason of any material change in applicable law or
regulation or of any change in national or international financial or economic
conditions any of the Lenders is unable to fund or to continue to fund its
Contribution during such Interest Period by deposits obtained in the London
Interbank eurocurrency market,
 then the Agent shall promptly give a notice (being a Suspension Notice), containing
full particulars thereof in reasonable detail to the Borrower.
 6.2
    
    Suspension of drawdown
 If a Suspension Notice is given by the Agent before the advance of a Tranche in
accordance with Clause 2 then the Agent shall not be obliged to advance the Loan or
any part thereof until notice to the contrary is given by the Agent. During the
period of thirty (30) days from the giving of such Suspension Notice, the Agent and
any Lender affected by the relevant market disturbance shall consult in good faith
with the Borrower with a view to agreeing to an alternative basis for advancing of
the Loan or any relevant part thereof. If such alternative basis is agreed between
the Borrower, the Agent, the relevant Lender or Lenders and Hermes, it shall apply
in accordance with its terms and, if not, the Loan or any relevant part thereof
shall be made available to the Borrower in Euro.
 6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If a Tranche has been advanced before a Suspension Notice is
given, the Lender or Lenders affected by the relevant market disturbance shall
within thirty (30) days following the date of the Suspension Notice, certify
(through the Agent) in good faith to the Borrower an alternative basis approved
by the Hermes Agent (being the Substitute Basis) for maintaining its
Contribution affected by the relevant market disturbance. Such Substitute
Basis may be retroactive to the beginning of the then current Interest Period
and may include an alternative currency or an alternative method of fixing the
Interest Rate (which shall reflect the cost to the relevant Lender or Lenders
of funding its Contribution from other sources plus the Margin) or alternative
Interest Periods for the Loan or any relevant part thereof, PROVIDED ALWAYS
THATso far as practicable any such Substitute Basis shall be computed in a
manner and for periods as similar as possible to those provided in Clause 5.6.3.2
    
    Each Substitute Basis so certified shall be binding upon the
Borrower, the Agent and the Lenders and shall be treated as part of this
Agreement.
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6.4
    
    Review
 So long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 6.1 still prevail with
a view to returning to the normal provisions of this Agreement.
 7
    
    Payments
 7.1
    
    Place for payment
 All payments by the Borrower under this Agreement or any of the other Security
Documents to which it may at any time be a party shall be made to HSBC Bank USA, New
York (SWIFT Code MRMDUS33) for the account of HSBC Bank plc, London (SWIFT Code
MIDLGB22), account no 000-023868 in favour of Project and Export Finance, account no
36677449, quoting reference 53M/FC 998 in Dollars by 10.00 a.m. New York time.
 7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to a Lender or the
Agent hereunder in Dollars shall be made free and clear of and without
deduction for or on account of Taxes unless the Borrower is required by law to
make such a payment subject to the deduction or withholding of Taxes, in which
case the sum payable by the Borrower in respect of which such deduction or
withholding is required to be made shall be increased to the extent necessary
to ensure that, after the making of such deduction or withholding, the Lender
or the Agent receives and retains (free from any liability in respect of any
such deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made or
required to be made.7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any
Lender or the Agent on its behalf is required to make any payment on account of
Tax (not being a tax imposed on the net income of its Office by the
jurisdiction in which it is incorporated or in which its Office is located or
any other tax existing and applicable on the date of this Agreement under the
laws of any jurisdiction) on or in relation to any sum received or receivable
hereunder by such Lender or the Agent on its behalf (including, without
limitation, any sum received or receivable under this Clause 7) or any
liability in respect of any such payment is asserted, imposed, levied or
assessed against such Lender or the Agent on its behalf, the Borrower shall,
upon demand of the Agent, indemnify such Lender or the Agent against such
payment or liability, together with any interest, penalties and expenses
payable or incurred in connection therewith, other than interest, penalties,
and expenses (a) that accrue during any periods of time beginning on the thirty
first (31st) day (or such longer period as any Lender may reasonably
require) following the day on which the Lender or the Agent, as applicable, has
actual knowledge of the imposition or assertion of such Taxes or other Taxes,
or (b) that are otherwise imposed or asserted on account of the bad faith or
wilful neglect of such Lender or the Agent. If any Lender proposes to make a
claim under the provisions of this Clause 7.2.2 it shall certify to the
Borrower in reasonable detail
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within thirty (30) days (or such longer period as any Lender may reasonably
require) after becoming aware of the event by reason of which it is entitled
to make its claim or claims the basis of its claim or claims, such
certificate to be conclusive, save for manifest error.
 7.2.3
    
    Without affecting the Borrowers obligations under Clause
7.2.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
event (for example (if then possible) by changing its Office or transferring
some or all of its rights and obligations under this Agreement to another
financial institution reasonably acceptable to the Borrower, Hermes and the
Agent). The reasonable costs of mitigating the effect of any such change shall
be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third
parties.7.2.4
    
    Each Lender, on or prior to the date on which such Lender
becomes a Lender hereunder, through the Agent (and from time to time thereafter
as required by applicable law, but only for so long as such Lender is legally
entitled to do so or the Agent is instructed to do so), shall deliver to the
Borrower two (2) duly completed copies of either (a) Internal Revenue Service
Form W-8BEN claiming eligibility of the Lender for benefits of an income tax
treaty to which the United States is a party that reduces the rate of
withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or
in either case an applicable successor form.7.2.5
    
    No person to which a Lender assigns part or all of its
interest under this Agreement pursuant to Clause 17 shall be entitled to
receive any greater increase in payment under Clause 7.2.1 than the assigning
Lender would have been entitled to receive with respect to the rights assigned
unless such assignment shall have been made at a time when the circumstances
giving rise to such greater payment did not exist. Each assignee shall, on or
prior to the date on which the assignor assigns all or part of its interest to
such assignee, comply with the certification requirements of Clause 7.2.3.
 7.3
    
    Production of receipts for Taxes
 If the Borrower makes any payment hereunder in Dollars in respect of which it is
required by law to make any deduction or withholding for Taxes, it shall pay the
full amount to be deducted or withheld to the relevant taxation or other authority
within the time allowed for such payment under applicable law and shall deliver to
the Agent within thirty (30) days after they have made such payment to the
applicable authority any original receipt issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted or withheld from
such payment.
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If an additional payment is made under Clause 7.2.1 and any Lender or the Agent on
its behalf determines that it has received or been granted a credit against or
relief of or calculated with reference to the deduction or withholding giving rise
to such additional payment, such Lender or the Agent (as the case may be) shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment and provided that it has received the
cash benefit of such credit, relief or remission, pay to the Borrower such amount as
such Lender or the Agent shall in its reasonable opinion have concluded to be
attributable to the relevant deduction or withholding. Any such payment shall be
conclusive evidence of the amount due to the Borrower hereunder and shall be
accepted by the Borrower in full and final settlement of its rights of reimbursement
hereunder in respect of such deduction or withholding. Nothing herein contained
shall interfere with the right of any Lender and the Agent to arrange their
respective tax affairs in whatever manner they think fit.
 7.4
    
    Money of account
 If any sum due from the Borrower under this Agreement or any other Security Document
to which it may at any time be a party, or any order or judgment given or made in
relation thereto, has to be converted from the currency (the first currency) in
which the same is payable under such Security Document, order or judgment into
another currency (the second currency) for the purpose of:
 7.4.1
    
    making or filing a claim or proof against the Borrower;7.4.2
    
    obtaining an order or judgment in any court or other tribunal; or7.4.3
    
    enforcing any order or judgment given or made in relation thereto;
 the Borrower shall indemnify and hold harmless the Agent and each of the Lenders
from and against any damages or losses suffered as a result of any discrepancy
between (a) the rate of exchange used to convert the sum in question from the first
currency into the second currency and (b) the rate or rates of exchange at which
each Lender and the Agent (as the case may be) may in the ordinary course of
business purchase the first currency with the second currency upon receipt of a sum
paid to it in satisfaction, in whole or in part, of any such order, judgment, claim
or proof. The above indemnity shall constitute an obligation of the Borrower
separate and independent from its other obligations and shall apply irrespective of
any indulgence granted by the Agent or any of the Lenders.
 7.5
    
    Accounts
 The Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Document,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.
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7.6
    
    Earnings
 Provided no Event of Default has occurred (following which the Agent shall (inter
alia) be entitled to request the Borrower to give notice pursuant to clause 3 of the
Earnings Assignment and apply such Earnings in accordance with Clause 12.1) such
Earnings shall throughout the Security Period be at the free disposal of the
Borrower.
 7.7
    
    Continuing security
 The security created by this Agreement and each of the other Security Documents
shall be held by the Trustee and/or the Agent and/or the Lenders and/or the Hermes
Agent as a continuing security for the repayment of the Outstanding Indebtedness and
the security so created shall not be satisfied by any intermediate payment or
satisfaction of any part of the amount hereby or thereby secured or by any amendment
of this Agreement or any of the other Security Documents. Such security shall be in
addition to and shall not in any way be prejudiced or affected by any collateral or
other security now or hereafter held by the Trustee, the Agent, the Lenders, the
Hermes Agent or any of them for all or any part of the amount hereby or thereby
secured or any other right or remedy of the Trustee, the Agent, the Lenders or the
Hermes Agent or any of them under this Agreement or any of the other Security
Documents, by operation of law or otherwise howsoever arising. All the powers
arising from such security may be exercised from time to time as the Trustee and/or
the Agent and/or the Hermes Agent may deem expedient.
 8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costs
 If by reason of:
 8.1.1
    
    any change in law or in its interpretation or administration; and/or8.1.2
    
    compliance with any request from or requirement of any central
bank or other fiscal, monetary or other authority including but without
limitation the Basle Committee on Banking Regulations and Supervisory Practices
whether or not having the force of law:
 (a)
    
    any of the Lenders incurs a cost as a result of
its performing its obligations under this Agreement and/or its
advancing its Contribution hereunder; or(b)
    
    there is any increase in the cost to any of the
Lenders of funding or maintaining all or any of the advances comprised
in a class of advances formed by or including its Contribution advanced
or to be advanced by it hereunder; or(c)
    
    any of the Lenders incurs a cost as a result of
its having entered into and/or its assuming or maintaining its
commitment under this Agreement; or
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(d)
    
    any of the Lenders becomes liable to make any
payment on account of Tax or otherwise (other than Tax on its overall
net income) on or calculated by reference to the amount of its
Contribution advanced or to be advanced hereunder and/or any sum
received or receivable by it hereunder; or(e)
    
    any of the Lenders suffers any decrease in its
rate of return as a result of any changes in the requirements relating
to capital ratios, monetary control ratios, the payment of special
deposits, liquidity costs or other similar requirements affecting that
Lender,
 then the Borrower shall from time to time on demand pay to the Agent for the account
of the relevant Lender or Lenders amounts sufficient to indemnify the relevant
Lender or Lenders against, as the case may be, such cost, such increased cost (or
such proportion of such increased cost as is in the reasonable opinion of the
relevant Lender or Lenders attributable to the funding or maintaining of its or
their Contribution(s) hereunder) or such liability.A Lender affected by any provision of Clause 8.1 shall promptly inform the Agent
after becoming aware of the relevant change and its possible results (which notice
shall be conclusive evidence of the relevant change and its possible results) and
the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower
of the change and its possible results. Without affecting the Borrowers
obligations under Clause 8.1 and in consultation with the Agent, the affected Lender
will then take all such reasonable steps as may be open to it to mitigate the effect
of the change (for example (if then possible) by changing its Office or transferring
some or all of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the Borrower and the Agent). The reasonable
costs of mitigating the effect of any such change shall be borne by the Borrower
save where such costs are of an internal administrative nature and are not incurred
in dealings by any Lender with third parties.
 8.2
    
    Force majeure
 Where the Agent, the Hermes Agent, the Trustee or any Lender (the Non-Performing
Party) is prevented from performing any of its obligations under this Agreement by
reason of Force Majeure this Agreement shall remain in effect but the Non-Performing
Partys relevant obligations shall be suspended for so long as the Force Majeure
continues and to the extent that the Non-Performing Party is so prevented, PROVIDED
THAT:
 8.2.1
    
    the suspension of performance is of no greater scope and of no
longer duration than is required by the Force Majeure;8.2.2
    
    the obligations of the Non-Performing Party shall not be
excused as a result of the Force Majeure; and8.2.3
    
    in respect of the suspension of the Non-Performing Partys
obligations:
 (a)
    
    the Non-Performing Party gives the Agent prompt
written notice which the Agent shall forthwith upon receipt send to the
Borrower describing the circumstances of Force Majeure (including the
nature of the occurrence, its expected duration and the effects of
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the Force Majeure on the ability of the Non-Performing Party to
perform its relevant obligations), and continues to furnish weekly
reports with respect thereto during the period of Force Majeure;(b)
    
    the Non-Performing Party uses all reasonable
efforts to remedy its inability to perform and to mitigate the effects
of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    Duration
 The representations and warranties in Clause 9.2 and Clause 9.3 shall survive the
execution of this Agreement and shall be deemed to be repeated, with reference
mutatis mutandis to the facts and circumstances subsisting, as if made on each day
until the Borrower has no remaining obligations, actual or contingent, under or
pursuant to this Agreement or any of the other Security Documents.
 9.2
    
    Representations and warranties
 The Borrower represents and warrants to the Agent and each of the Lenders that:
 9.2.1
    
    Status
 Each Obligor is a corporation duly organised, constituted and validly
existing under the laws of the country of its incorporation, possessing
perpetual corporate existence, the capacity to sue and be sued in its own
name and the power to own and charge its assets and carry on its business as
it is now being conducted.
 9.2.2
    
    Powers and authority
 Each of the Obligors has the power to enter into and perform this Agreement
and those of the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby and has taken all necessary
action to authorise the entry into and performance of this Agreement and
such other Security Documents and such transactions.
 9.2.3
    
    Legal validity
 This Agreement, each other Transaction Document (other than the Hermes
Cover) and each of the Apollo Transaction Documents constitutes (or will
constitute when executed) legal, valid and binding obligations of each
Obligor and the Builder expressed to be a party thereto enforceable in
accordance with their respective terms and in entering into this Agreement
and borrowing the Loan, the Borrower is acting on its own account.
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9.2.4
    
    Non-conflict with laws
 The entry into and performance of this Agreement, the other Transaction
Documents, the Apollo Transaction Documents and the transactions
contemplated hereby and thereby do not and will not conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any Obligor; or(c)
    
    any agreement or document to which any Obligor
is a party or which is binding upon such Obligor or any of its assets,
 nor result in the creation or imposition of any Encumbrance on an Obligor or
its assets pursuant to the provisions of any such agreement or document.
 9.2.5
    
    No default
 Save as disclosed in the Disclosure Letter no event has occurred which
constitutes a default under or in respect of any Transaction Document to
which any Obligor is a party or by which any Obligor may be bound (including
(inter alia) this Agreement) and no event has occurred which constitutes a
default under or in respect of any agreement or document to which any
Obligor is a party or by which any Obligor may be bound to an extent or in a
manner which might have a material adverse effect on its business, assets or
financial condition.
 9.2.6
    
    Consents
 Except for the filing of those Security Documents to be filed with the
Secretary of State of Delaware, the Companies Registries in the Isle of Man
or England and Wales, which filings must be completed within twenty one (21)
days of the execution of the relevant Security Document(s) in the case of
England and Wales and the recording of the Mortgage at the United States
Coast Guard National Vessel Documentation Center, all authorisations,
approvals, consents, licences, exemptions, filings, registrations,
notarisations and other matters, official or otherwise, required in
connection with the entry into, performance, validity and enforceability of
this Agreement and each of the other Transaction Documents to which any
Obligor is a party and the transactions contemplated thereby have been
obtained or effected and are in full force and effect except authorisations,
approvals, consents, licences, exemptions, filings and registrations
required in the normal day to day course of the operation of the Vessel and
not already obtained by the Borrower.
 9.2.7
    
    Accuracy of information
 All information furnished by any Obligor relating to the business and
affairs of any Obligor in connection with this Agreement and the other
Transaction Documents was and remains true and correct in all material
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respects and there are no other material facts or considerations the
omission of which would render any such information misleading.
 9.2.8
    
    Full disclosure
 Each Obligor has fully disclosed in writing to the Agent all facts relating
to each Obligor which it knows or should reasonably know and which might
reasonably be expected to influence the Lenders in deciding whether or not
to enter into this Agreement.
 9.2.9
    
    No Encumbrances
 None of the assets or rights of any Obligor is subject to any Encumbrance
except Permitted Liens or Encumbrances created in respect of Permitted
Indebtedness.
 9.2.10
    
    Pari passu or priority status
 The claims of the Agent and the Lenders against the Borrower under this
Agreement will rank at least pari passu with the claims of all unsecured
creditors of the Borrower (other than claims of such creditors to the extent
that they are statutorily preferred) and in priority to the claims of any
creditor of the Borrower who is also an Obligor.
 9.2.11
    
    Solvency
 The Borrower is and shall remain, after the advance to it of the Loan,
solvent in accordance with the laws of the State of Delaware and the United
Kingdom and in particular with the provisions of the Insolvency Act 1986 (as
from time to time amended) and the requirements thereof.
 9.2.12
    
    Winding-up, etc.
 Subject to Clause 10.8, neither the Borrower nor any other Obligor has taken
any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief)
threatened against any of them for the reorganisation, winding-up,
dissolution or for the appointment of a liquidator, administrator, receiver,
administrative receiver, trustee or similar officer of any of them or any or
all of their assets or revenues nor has it sought any other relief under any
applicable insolvency or bankruptcy law.
 9.2.13
    
    Accounts
 The consolidated audited accounts of the Group for the periods ending on
31 December 2002 and 31 December 2003 and the consolidated audited accounts
of the NCLC Group for the period ending on 31 December 2004 and for all
subsequent periods (which accounts will be prepared in accordance with GAAP)
fairly represent the financial condition of the Group or the NCLC Group (as
the case may be) as shown in such audited accounts (in this Clause 9.2.13
NCLC Groupshall have the meaning ascribed to it in clause 11.4 of the
Guarantee).
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9.2.14
    
    Litigation
 Save as disclosed in writing to the Agent prior to 4 April 2003 and by way
of the Disclosure Letter no litigation, arbitration or administrative
proceedings are current or pending or, to its knowledge, threatened, which
might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of any Obligor. For the avoidance
of doubt, any such disclosure after 4 April 2003 shall not be deemed to be a
reference to the facts and circumstances then subsisting at any time that
this representation is deemed to be repeated pursuant to Clause 9.1.
 9.2.15
    
    Tax liabilities
 The NCLC Group has complied with all taxation laws in all jurisdictions in
which it is subject to Taxation and has paid all Taxes due and payable by it
including but without limitation any disputed Taxes unless a reserve has
been made pending resolution of the dispute; no material claims are being
asserted against it with respect to Taxes, which might, if such claims were
successful, have a material adverse effect on its business, assets or
financial condition.
 9.2.16
    
    Ownership of assets
 Each member of the Group or the NCLC Group (as the case may be) has good and
marketable title to all its assets which are reflected in the audited
accounts referred to in Clause 9.2.13.
 9.2.17
    
    No immunity
 None of the Obligors nor any of their respective assets enjoys any right of
immunity (sovereign or otherwise) from set-off, suit or execution in respect
of their obligations under this Agreement or any of the other Transaction
Documents or by any relevant or applicable law.
 9.2.18
    
    Taxes on payments
 As at the date of this Agreement all amounts payable by them hereunder in
Dollars may be made free and clear of and without deduction for or on
account of any Taxation.
 9.2.19
    
    Place of business
 None of the Obligors has a place of business in any jurisdiction (except as
already disclosed) which requires any of the Security Documents to be filed
or registered in that jurisdiction to ensure the validity of the Security
Documents to which it is a party.
 9.2.20
    
    Ownership of shares
 All the Shares in the Borrower and all the shares in the Manager shall be
legally and beneficially owned by the Shareholder, all the shares in the
Sub-Agent shall be legally and beneficially owned by NCL International, all
the shares in the Shareholder shall be legally and beneficially owned
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by Arrasas and all the shares in Arrasas shall be legally and beneficially
owned by the Guarantor and such structure shall remain so throughout the
remainder of the Security Period. Further, no Event of Default has occurred
under clause 11.2 of the Guarantee in respect of the ownership and/or
control of the shares in the Guarantor.
 9.2.21
    
    Completeness of documents
 The copies of the Building Contract, the Management Agreement, the
Sub-Agency Agreement, the Interest Exchange Arrangements, the Hermes Loan
Agreement, the Apollo Transaction Documents and any other relevant third
party agreements delivered to the Agent are true and complete copies of each
such document constituting valid and binding obligations of the parties
thereto enforceable in accordance with their respective terms and no
amendments thereto or variations thereof have been agreed other than (if
applicable), in the case of the Management Agreement or the Sub-Agency
Agreement, in accordance with Clause 10.14 nor has any action been taken by
the parties thereto which would in any way render such document inoperative
or unenforceable.
 9.2.22
    
    No undisclosed commissions
 There are and will be no commissions, rebates, premiums or other payments by
or to or on account of any Obligor or the Builder, their shareholders or
members or directors or members of the management committee in connection
with the transaction as a whole other than as disclosed to the Agent in
writing.
 9.2.23
    
    Money laundering
 Any borrowing by the Borrower under this Agreement, and the performance of
its obligations under this Agreement and the other Transaction Documents,
will be for its own account and will not involve any breach by it of any law
or regulatory measure relating to money launderingas defined in Article 1
of the Directive (91/308/EEC) of the Council of the European Communities.
 9.2.24
    
    Environment
 Each of the Obligors:
 (a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances,
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petroleum and petroleum products and by-products (Materials
of Environmental Concern); or
 (ii)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (such laws,
regulations, conventions and agreements the Environmental
Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim); and
 there are no circumstances that may prevent or interfere with such full
compliance in the future.There is no Environmental Claim pending or threatened against any of the
Obligors.There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Material of Environmental Concern, that could
form the basis of any Environmental Claim against any of the Obligors.
 9.3
    
    Representations on the Redelivery Date
 The Borrower further represents and warrants to the Agent and each of the Lenders
that on the Redelivery Date the Vessel will be:
 9.3.1
    
    in its absolute and unencumbered ownership save as
contemplated by the Security Documents and the Hermes Loan Security Documents;
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9.3.2
    
    registered in its name under the laws and flag of the United
States of America;9.3.3
    
    classed with the highest classification available for a vessel
of its type free of all recommendations and qualifications with Det Norske
Veritas and American Bureau of Shipping;9.3.4
    
    operationally seaworthy and in compliance with all relevant
provisions, regulations and requirements (statutory or otherwise) applicable to
ships registered under the laws and flag of the United States of America;9.3.5
    
    insured in accordance with the provisions of Clause 10.21 and
in compliance with the requirements therein in respect of such insurances; and9.3.6
    
    managed by the Manager and the Sub-Agent on and subject to the
terms set out in the Management Agreement and the Sub-Agency Agreement.
 10
    
    Undertakings
 10.1
    
    DurationThe undertakings in this Clause 10 shall survive the execution of this Agreement and
shall be deemed to be repeated with reference mutatis mutandis to the facts and
circumstances subsisting, as if made on each day until the Borrower has no remaining
obligations, actual or contingent, under or pursuant to this Agreement or any of the
other Security Documents.10.2
    
    InformationThe Borrower will provide to the Agent for the benefit of the Lenders (or will
procure the provision of):
 10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
unaudited accounts for that year and of the audited consolidated Group accounts
for that year (commencing with audited accounts made up to 31 December 2002)
such Group accounts being substituted with NCLC Group accounts commencing with
the audited accounts made up to 31 December 2004;10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end of
each quarter of each financial year) a Certified Copy of the unaudited
consolidated accounts of the NCLC Group and the unaudited accounts of the
Borrower for that quarter (commencing with unaudited accounts made up to 31
March 2004);10.2.3
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request;10.2.4
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or,
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to the knowledge of the Borrower, threatened (and for this purpose
proceedings shall be deemed to be material if they involve a claim in an
amount exceeding twenty five million Dollars (USD25,000,000) or the
equivalent in another currency).
 All accounts required under this Clause 10.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 10.2 NCLC Groupshall have the meaning ascribed to it in clause 11.4
of the Guarantee.10.3
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon any
Obligor becoming aware of the occurrence thereof. Upon the Agents request from
time to time the Borrower will issue a certificate stating whether any Obligor is
aware of the occurrence of any Event of Default.10.4
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as
such filings or registrations have not been completed on or before the relevant
Drawdown Date the Borrower will procure the filing or registration within applicable
time limits of each Security Document which requires filing or registration together
with all ancillary documents required to preserve the priority and enforceability of
the Security Documents.10.5
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of its present or future assets, except for the following:
 10.5.1
    
    Encumbrances created with the prior consent of the Lenders; or10.5.2
    
    Permitted Liens,
 PROVIDED THATan Encumbrance constituting a Permitted Lien under any of paragraphs
(iv), (vii), (x) or (xi) of the definition of Permitted Liens in Clause 1.1 may
not be created over any asset which is the subject of a Security Document relating
to this Agreement save with the prior written consent of the Agent (such consent not
to be unreasonably withheld or delayed) and (if appropriate having regard to the
nature of the Encumbrance) following the entry by the beneficiary of the Encumbrance
into intercreditor arrangements acceptable to the Agent and the Hermes Agent.
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10.6
    
    DisposalsExcept with the prior consent of all the Lenders and all the Hermes Loan Lenders
pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no
other company in the NCLC Group shall), either in a single transaction or in a
series of transactions whether related or not and whether voluntarily or
involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial
part of its assets except that the following disposals shall not be taken into
account:
 10.6.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash
as consideration for the purchase or acquisition of any asset or service or in
the discharge of any obligation incurred for value in the ordinary course of
trading;10.6.2
    
    disposals of cash raised or borrowed for the purposes for which such cash was
raised or borrowed;10.6.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value;10.6.4
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following the
sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star,
transfer to other wholly owned Subsidiaries of Star its vessels NORWEGIAN
WIND, NORWEGIAN DREAM, NORWEGIAN SEA, NORWEGIAN MAJESTY, NORWEGIAN
CROWN and MARCO POLO (the Six Vessels) for their transfer values as set
out in Schedule 7 and sell m.v. NORWAY to a third party and, prior to the
sale of its shares as aforesaid, transfer its vessel NORWEGIAN SKY to Pride
of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;10.6.5
    
    the Subsidiaries of Star to whom the Six Vessels (as defined in
Clause 10.6.4) have been transferred may let each of the Six Vessels on demise
or bareboat charter to the Sub-Agent for the period and at the charterhire rate
set out in Schedule 7;10.6.6
    
    Arrasas may transfer its shares in NCLL to IOL and Star may transfer its
shares in Arrasas to the Guarantor; and10.6.7
    
    disposals of assets, including any vessel, constituting Apollo-Related
Transactions.
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10.7
    
    Change of businessExcept with the prior consent of the Agent, the Borrower shall not make or threaten
to make any substantial change in its business as presently conducted, namely that
of a single ship owning company for the Vessel, or carry on any other business which
is substantial in relation to its business as presently conducted so as to affect,
in the opinion of the Agent, the Borrowers ability to perform its obligations
hereunder and shall not form any Subsidiaries PROVIDED THATany change or
discontinuation in the business activities of the Borrower in accordance with the
Apollo-Related Transactions shall be permitted.10.8
    
    MergersExcept with the prior consent of the Agent and Hermes and other than pursuant to the
Apollo-Related Transactions, the Borrower will not enter into any amalgamation,
restructure, substantial reorganisation, merger, de-merger or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital or
obligations of any corporation or other entity.10.9
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.10.10
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with GAAP.10.11
    
    Financial indebtedness and subordination of indebtedness
 10.11.1
    
    Otherwise than in the ordinary course of business as owner of the Vessel,
except as contemplated by this Agreement and the Hermes Loan Agreement and
except any loan, advance or credit extended by the Guarantor or any member of
the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the
Borrower will not create, incur, assume or allow to exist any financial
indebtedness, enter into any finance lease or undertake any material capital
commitment (including but not limited to the purchase of any capital asset).10.11.2
    
    The Borrower shall procure that any and all indebtedness (and in particular
with any other Obligor and/or any shareholder of the Guarantor) is at all times
fully subordinated to the Security Documents and the obligations of the
Borrower hereunder subject to the Co-ordination Deed. Upon the occurrence of
an Event of Default, the Borrower shall not make any repayments of principal,
payments of interest or of any other costs, fees, expenses or liabilities
arising from or representing such indebtedness except as provided in the
Co-ordination Deed. In this Clause fully subordinatedshall mean that any
claim of the lender against the
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Borrower in relation to such indebtedness shall rank after and be in all
respects subordinate to all of the rights and claims of the Agent, the
Hermes Agent and the Lenders under this Agreement and the other Security
Documents and that the lender shall not take any steps to enforce its rights
to recover any monies owing to it by the Borrower and in particular but
without limitation the lender will not institute any legal or quasi-legal
proceedings under any jurisdiction at any time against the Vessel, its
Earnings or Insurances or the Borrower and it will not compete with the
Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up
or bankruptcy of the Borrower or in any proceedings in connection with the
Vessel, its Earnings or Insurances.
 10.12
    
    Pooling of earnings and chartersThe Borrower will not enter into in respect of the Vessel (A) any pooling agreement
or other arrangement for the sharing of any of the Earnings or the expenses of the
Vessel or (B) any demise or bareboat charter or (C) any charter whereunder two (2)
months charterhire (or the equivalent thereof) is payable in advance in respect of
the Vessel or (D) any charter of the Vessel or contract of affreightment which, with
the exercise of options for extension, could be for a period longer than thirteen
(13) months but if, with the prior written consent of the Agent, the Borrower enters
into in respect of the Vessel a charter with a company outside the Group, the
Borrower hereby undertakes to execute in favour of the Trustee an assignment of such
charter and the Earnings therefrom such assignment to be in substantially the form
of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THATthe
Borrower may in respect of the Vessel enter into a bareboat charter in form approved
by the Agent with any company which is a member of the Group PROVIDED THATif so
requested by the Agent and without limitation:
 10.12.1
    
    any such bareboat charterer shall enter into such deeds (including but not
limited to a subordination and assignment deed), agreements and indemnities as
the Agent shall in its sole discretion require prior to entering into the
bareboat charter with the Borrower; and10.12.2
    
    the Borrower shall assign the benefit of any such bareboat charter and its
interest in the Insurances to the Trustee by way of further security for the
Borrowers obligations under the Security Documents.
 10.13
    
    Loans and guarantees by the BorrowerOtherwise than in the ordinary course of business as owner of the Vessel or except
as contemplated hereby, the Borrower will not make any loan or advance or extend
credit to any person, firm or corporation (except any loans, advances or credits
made available to (a) passengers on board the Vessel for gambling purposes (b)
ships agents and/or (c) the Guarantor and/or members of the NCLC Group which are
wholly owned Subsidiaries of the Guarantor and, in the case of such loans, advances
or credits as are referred to in this paragraph (c), do not prevent the Borrower
from performing its obligations hereunder) or issue or enter into any guarantee or
indemnity or otherwise become directly or contingently liable for the obligations of
any other person, firm or corporation.
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10.14
    
    ManagementExcept with the prior consent of the Agent, the Borrower will not:
 (a)
    
    permit any person other than the Manager and the Sub-Agent to
be the manager and sub-agent of, including providing crewing services to, the
Vessel;(b)
    
    permit any amendment to be made to the terms of the Management
Agreement or the Sub-Agency Agreement unless an amendment is advised by the
Borrowers tax counsel or is deemed necessary by the parties thereto but
provided that the amendment does not imperil the security to be provided
pursuant to the Security Documents or adversely affect the ability of any
Obligor to perform its obligations under the Transaction Documents; or(c)
    
    permit the Vessel to be employed other than within the NCL or
NCL America brand (as applicable).
 10.15
    
    Acquisition of sharesThe Borrower will not acquire any equity, share capital, assets or obligations of
any corporation or other entity or permit its Shares to be held by any party other
than the Shareholder.10.16
    
    Trading with the United States of AmericaWhere the Vessel trades in the territorial waters of the United States of America,
the Borrower shall in respect of the Vessel take all reasonable precautions to
prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of
America (as the same may be amended and/or re-enacted from time to time hereafter)
or any similar legislation applicable to the Vessel in any other jurisdiction in
which the Vessel shall trade (a Relevant Jurisdiction) and, for this purpose the
Borrower shall (inter alia) enter into a Carrier Initiative Agreement with the
United States Bureau of Customs and Border Protection (if such is possible) or into
voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of
the United States of America (if such is possible and appropriate to cruise vessels)
and procure that the same (or a similar agreement or arrangement in a Relevant
Jurisdiction) is maintained in full force and effect and its obligations thereunder
performed by it in respect of the Vessel throughout any period of United States of
America (including coastal waters over which it claims jurisdiction) or Relevant
Jurisdiction related trading.10.17
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to any of the Transaction Documents or
securing to the Trustee, the Agent, the Hermes Agent and the Lenders the full
benefit of the rights, powers and remedies conferred upon the Trustee, the Agent,
the Hermes Agent or the Lenders in any such Transaction Document.
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10.18
    
    Valuation of the Vessel
 10.18.1
    
    The Borrower will from time to time (but at intervals no more frequently
than annually at the Borrowers expense unless an Event of Default has occurred
and is continuing) within fifteen (15) days of receiving any request to that
effect from the Agent, procure that the Vessel is valued by an independent
reputable shipbroker or shipvaluer experienced in valuing cruise ships
appointed by the Borrower and approved by the Agent (which approval shall not
be unreasonably withheld or delayed and such valuation to be made with or
without taking into account the benefit or otherwise of any fixed employment
relating to the Vessel as the Agent may require).10.18.2
    
    If the Borrower does not accept the valuation obtained pursuant to
Clause 10.18.1 (the First Valuation) it may (at its own expense) within five
(5) Business Days of receipt of the First Valuation obtain a second valuation
(the Second Valuation) from another independent reputable shipbroker or
shipvaluer experienced in valuing cruise ships appointed by the Borrower and
approved by the Agent which approval shall not be unreasonably withheld or
delayed.10.18.3
    
    If the Second Valuation exceeds the First Valuation by a margin of no less
than ten per cent (10%) of the First Valuation the Borrower may at its expense
forthwith upon receipt of the Second Valuation request the shipbrokers and/or
shipvaluers appointed pursuant to Clauses 10.18.1 and 10.18.2 to obtain a third
valuation (the Third Valuation) from a further independent reputable
shipbroker or shipvaluer experienced in valuing cruise ships approved by the
Agent such approval not to be unreasonably withheld or delayed. Subject to the
Third Valuation being made available within five (5) Business Days of the date
of the Second Valuation the valuation of the Vessel will be determined on the
basis of the average of the three valuations so obtained. If the Third
Valuation is not made available within the aforementioned time limit the Vessel
shall be valued on the basis of the average of the First Valuation and the
Second Valuation.10.18.4
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.18 a copy thereof is sent directly to the
Agent for review.
 10.19
    
    Marginal securityIf at any time after the Redelivery Date, the value of the Vessel as assessed in
accordance with the provisions of Clause 10.18 and the value of any additional cash
collateral deposits or the value of other security (not including any other security
provided by the existing Security Documents) acceptable to the Agent provided by the
Borrower or any third party to secure the due performance by the Borrower of its
obligations hereunder at valuations reasonably estimated by the Agent from time to
time is less than one hundred and twenty five per cent (125%) of the aggregate of
the amounts of the Loan and the Hermes Loan, then the Agent may give the Borrower
notice requiring the Borrower to provide additional security and in such event
within thirty (30) days of such notice, the Borrower will either:
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10.19.1
    
    provide the Agent with additional security acceptable to the Agent such that
the security value of the Vessel or the aggregate of the security value of the
Vessel and any additional security provided to the Agent hereunder (at
valuations reasonably estimated by the Agent from time to time) is at least one
hundred and twenty five per cent (125%) of the aggregate of the amounts of the
Loan and the Hermes Loan; or10.19.2
    
    prepay the Loan together with accrued interest on the amount prepaid such
that the value of the security is one hundred and twenty five per cent (125%)
of the aggregate of the amounts of the Loan and the Hermes Loan.
 10.20
    
    Performance of employment contractsThe Borrower will:
 10.20.1
    
    perform its obligations under each charterparty or employment contract made
in respect of the Vessel and take all necessary steps to procure the due
performance of the obligations of any party under any charterparty or contract.
It will not without the prior written consent of the Agent rescind, cancel or
otherwise terminate any charterparty or contract in respect of the Vessel
PROVIDED ALWAYS THATany determination by it of any such charterparty or
contract after such consent is given shall be without responsibility on the
part of the Agent who shall be under no liability whatsoever in the event that
such termination thereafter be adjudged to constitute a repudiation of such
charterparty or contract by the Borrower;10.20.2
    
    promptly notify the Agent (a) of any default under any such charterparty or
contract of which it has knowledge by it and/or by any other party under any
other such charterparty or contract (b) of any such charterparty or contract
being frustrated or the performance thereof becoming impossible or
substantially different from that contemplated originally by the parties
thereto;10.20.3
    
    institute and maintain all such proceedings as may be necessary or expedient
to preserve or protect the interest of the Trustee as assignee and itself under
any of its charterparties or contracts made in respect of the Vessel;10.20.4
    
    not take or omit to take any action the taking or omission of which might
result in any material alteration or impairment of any charterparty or contract
made in respect of the Vessel;10.20.5
    
    not substitute any other ship or ships for the Vessel under any charterparty
or contract made in respect of the Vessel;10.20.6
    
    not without the Agents prior consent agree to any material variation,
modification or amendment in the terms of any charterparty or contract in
respect of the Vessel or release any other party from any of their respective
obligations thereunder or waive any breach of the obligations of any person or
consent to any such act or omission of any person as would otherwise constitute
such breach;
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10.20.7
    
    not without the Agents prior consent let or employ the Vessel below
approximately the market rate prevailing when the Vessel is fixed;10.20.8
    
    procure that the Earnings (if any) are paid in full without set off and free
and clear of and without deduction for any taxes levies duties imposts charges
fees restrictions or conditions of any nature whatsoever; and10.20.9
    
    if, immediately following the termination (for whatever reason) of any
charterparty or contract in respect of the Vessel, the Vessel is not employed
in a manner acceptable to the Agent in its sole discretion the Borrower shall
provide additional security for its obligations hereunder in such manner, of
such type and within such period as the Agent may determine in its absolute
discretion.
 10.21
    
    InsurancesThe Borrower covenants with the Agent and the Lenders and undertakes:
 10.21.1
    
    from the Redelivery Date until the end of the Security Period to insure the
Vessel in its name and keep the Vessel insured on an agreed value basis for an
amount in Dollars approved by the Agent but not being less than the greater of:
 (a)
    
    one hundred and twenty five per cent (125%) of
the aggregate of the amounts of the Loan and the Hermes Loan; or(b)
    
    the full market and commercial value of the
Vessel determined in accordance with Clause 10.18 from time to time
 through internationally recognised independent first class insurance
companies, underwriters, war risks and protection and indemnity associations
acceptable to the Agent in each instance on terms and conditions approved by
the Agent including as to deductibles but at least in respect of:
 (i)
    
    marine risks including all risks customarily
and usually covered by first-class and prudent shipowners in the London
insurance markets under English marine policies or Agent-approved
policies containing the ordinary conditions applicable to similar
vessels;(ii)
    
    war risks and war risks (protection and
indemnity) up to the insured amount;(iii)
    
    excess risks that is to say the proportion of
claims for general average and salvage charges and under the running
down clause not recoverable in consequence of the value at which the
Vessel is assessed for the purpose of such claims exceeding the insured
value;(iv)
    
    protection and indemnity risks with full
standard coverage and up to the highest limit of liability available
(for oil pollution risk the highest limit currently available is one
billion Dollars (USD1,000,000,000) and this to be increased if
requested by the
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Agent and the increase is possible in accordance with the standard
protection and indemnity cover for vessels of its type and is
compatible with prudent insurance practice for first class cruise
shipowners or operators in waters where the Vessel trades from time
to time from the Redelivery Date until the end of the Security
Period);(v)
    
    when and while the Vessel is laid-up, in lieu
of hull insurance, normal port risks;(vi)
    
    such other risks as the Agent may from time to
time reasonably require;
 and in any event in respect of those risks and at those levels covered by
first class and prudent owners and/or financiers in the international market
in respect of similar tonnage PROVIDED THATif any of such insurances are
also effected in the name of any other person (other than the Borrower, the
Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall
if so required by the Agent execute a first priority assignment of its
interest in such insurances in favour of the Trustee and the Hermes Loan
Trustee in similar terms mutatis mutandis to the Insurance Assignment;10.21.2
    
    to agree that the Hermes Agent shall take out mortgagee interest insurance
on such conditions as the Hermes Agent may reasonably require and mortgagee
interest insurance for pollution risks as from time to time agreed each for an
amount in Dollars of one hundred and ten per cent (110%) of the aggregate of
the amounts of the Loan and the Hermes Loan, the Borrower having no interest or
entitlement in respect of such policies; the Borrower shall upon demand of the
Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or
maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use
its reasonable endeavours to match the premium level that the Borrower would
have paid if the Borrower itself had arranged such cover on such conditions (as
demonstrated to the reasonable satisfaction of the Hermes Agent);10.21.3
    
    if the Vessel shall trade in the United States of America and/or the
Exclusive Economic Zone of the United States of America (the EEZ) as such
term is defined in the US Oil Pollution Act 1990 (OPA), to comply strictly
with the requirements of OPA and any similar legislation which may from time to
time be enacted in any jurisdiction in which the Vessel presently trades or may
or will trade at any time during the existence of this Agreement and in
particular before such trade is commenced and during the entire period during
which such trade is carried on:
 (a)
    
    to pay any additional premiums required to
maintain protection and indemnity cover for oil pollution up to the
limit available to it for the Vessel in the market;(b)
    
    to make all such quarterly or other voyage
declarations as may from time to time be required by the Vessels
protection and
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indemnity association and to comply with all obligations in order to
maintain such cover, and promptly to deliver to the Agent copies of
such declarations;(c)
    
    to submit the Vessel to such additional
periodic, classification, structural or other surveys which may be
required by the Vessels protection and indemnity insurers to maintain
cover for such trade and promptly to deliver to the Agent copies of
reports made in respect of such surveys;(d)
    
    to implement any recommendations contained in
the reports issued following the surveys referred to in Clause
10.21.3(c) within the time limit specified therein and to provide
evidence satisfactory to the Agent that the protection and indemnity
insurers are satisfied that this has been done;(e)
    
    in particular strictly to comply with the
requirements of any applicable law, convention, regulation,
proclamation or order with regard to financial responsibility for
liabilities imposed on the Borrower or the Vessel with respect to
pollution by any state or nation or political subdivision thereof,
including but not limited to OPA, and to provide the Agent on demand
with such information or evidence as it may reasonably require of such
compliance;(f)
    
    to procure that the protection and indemnity
insurances do not contain a clause excluding the Vessel from trading in
waters of the United States of America and the EEZ or any other
provision analogous thereto and to provide the Agent with evidence that
this is so; and(g)
    
    strictly to comply with any operational or
structural regulations issued from time to time by any relevant
authorities under OPA so that at all times the Vessel falls within the
provisions which limit strict liability under OPA for oil pollution;
 10.21.4
    
    to give notice forthwith of any assignment of its interest in the Insurances
to the relevant brokers, insurance companies, underwriters and/or associations
in the form approved by the Agent;10.21.5
    
    to execute and deliver all such documents and do all such things as may be
necessary to confer upon the Trustee legal title to the Insurances in respect
of the Vessel and to procure that the interest of the Trustee is at all times
filed with all slips, cover notes, policies and certificates of entry and to
procure (a) that a loss payable clause in the form approved by the Agent shall
be filed with all the hull, machinery and equipment and war risks policies in
respect of the Vessel and (b) that a loss payable clause in the form approved
by the Agent shall be endorsed upon the protection and indemnity certificates
of entry in respect of the Vessel;10.21.6
    
    to procure that each of the relevant brokers and associations furnishes the
Agent with a letter of undertaking in such form as may be required
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by the Agent and waives any lien for premiums or calls except in relation
to premiums or calls attributable to the Vessel;10.21.7
    
    punctually to pay all premiums, calls, contributions or other sums payable
in respect of the Insurances on the Vessel and to produce all relevant receipts
when so required by the Agent;10.21.8
    
    to renew each of the Insurances on the Vessel at least ten (10) days before
the expiry thereof and to give immediate notice to the Agent of such renewal
and to procure that the relevant brokers or associations shall promptly confirm
in writing to the Agent that such renewal is effected it being understood by
the Borrower that any failure to renew the Insurances on the Vessel at least
ten (10) days before the expiry thereof or to give or procure the relevant
notices of such renewal shall constitute an Event of Default;10.21.9
    
    to arrange for the execution of such guarantees as may from time to time be
required by any protection and indemnity and/or war risks association;10.21.10
    
    to furnish the Agent from time to time on request with full information
about all Insurances maintained on the Vessel and the names of the offices,
companies, underwriters, associations or clubs with which such Insurances are
placed;10.21.11
    
    not to agree to any variation in the terms of any of the Insurances on the
Vessel without the prior approval of the Agent nor to do any act or voluntarily
suffer or permit any act to be done whereby any Insurances shall or may be
rendered invalid, void, voidable, suspended, defeated or unenforceable and not
to suffer or permit the Vessel to engage in any voyage nor to carry any cargo
not permitted under any of the Insurances without first obtaining the consent
of the insurers or reinsurers concerned and complying with such requirements as
to payment of extra premiums or otherwise as the insurers or reinsurers may
impose;10.21.12
    
    not without the prior written consent of the Agent to settle, compromise or
abandon any claim in respect of any of the Insurances on the Vessel other than
a claim of less than ten million Dollars (USD10,000,000) or the equivalent in
any other currency and not being a claim arising out of a Total Loss;10.21.13
    
    promptly to furnish the Agent with full information regarding any
casualties or other accidents or damage to the Vessel involving an amount in
excess of twenty five million Dollars (USD25,000,000);10.21.14
    
    to apply or ensure the appliance of all such sums receivable in respect of
the Insurances on the Vessel for the purpose of making good the loss and fully
repairing all damage in respect whereof the insurance monies shall have been
received;10.21.15
    
    that in the event of it making default in insuring and keeping insured the
Vessel as hereinbefore provided then the Agent may (but shall not
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be bound to) insure the Vessel or enter the Vessel in such manner and to
such extent as the Agent in its discretion thinks fit and in such case
all the cost of effecting and maintaining such insurance together with
interest thereon at the Interest Rate shall be paid on demand by the
Borrower to the Agent; and10.21.16
    
    to agree that the Agent shall be entitled from time to time (but at
intervals no more frequently than annually at the Borrowers expense except in
the case that the Redelivery Date and any renewal of the Insurances to be
assigned to the Trustee and the Hermes Loan Trustee pursuant to the Insurance
Assignment fall within one (1) year of each other) to instruct independent
reputable insurance advisers for the purpose of obtaining any advice or
information regarding any matter concerning the Insurances which the Agent
shall at its sole discretion deem necessary, it being hereby specifically
agreed that it shall reimburse the Agent on demand for all reasonable costs and
expenses incurred by the Agent in connection with the instruction of such
advisers as aforesaid.
 10.22
    
    Operation and maintenance of the VesselFrom the Redelivery Date until the end of the Security Period at its own expense the
Borrower will:
 10.22.1
    
    keep the Vessel in a good and efficient state of repair so as to maintain it
to the highest classification available for the Vessel of its age and type free
of all recommendations and qualifications with Det Norske Veritas. On the
Redelivery Date and annually thereafter, it will furnish to the Agent a
statement by such classification society that such classification is
maintained. It will comply with all recommendations, regulations and
requirements (statutory or otherwise) from time to time applicable to the
Vessel and shall have on board as and when required thereby valid certificates
showing compliance therewith and shall procure that all repairs to or
replacements of any damaged, worn or lost parts or equipment are carried out
(both as regards workmanship and quality of materials) so as not to diminish
the value or class of the Vessel. It will not make any substantial
modifications or alterations to the Vessel or any part thereof without the
prior consent of the Agent;10.22.2
    
    submit the Vessel to continuous survey in respect of its machinery and hull
and such other surveys as may be required for classification purposes and, if
so required by the Agent, supply to the Agent copies in English of the survey
reports;10.22.3
    
    permit surveyors or agents appointed by the Agent to board the Vessel at all
reasonable times to inspect its condition or satisfy themselves as to repairs
proposed or already carried out and afford all proper facilities for such
inspections;10.22.4
    
    comply, or procure that the Manager will comply, with the ISM Code or any
replacement of the ISM Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISM Code and
at all times thereafter:
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(a)
    
    hold, or procure that the Manager holds, a
valid Document of Compliance duly issued to the Borrower or the Manager
(as the case may be) pursuant to the ISM Code and a valid Safety
Management Certificate duly issued to the Vessel pursuant to the ISM
Code;(b)
    
    provide the Agent with copies of any such
Document of Compliance and Safety Management Certificate as soon as the
same are issued; and(c)
    
    keep, or procure that there is kept, on board
the Vessel a copy of any such Document of Compliance and the original
of any such Safety Management Certificate;
 10.22.5
    
    comply, or procure that the Manager will comply, with the ISPS Code or any
replacement of the ISPS Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISPS Code and
at all times thereafter:
 (a)
    
    keep, or procure that there is kept, on board
the Vessel the original of the International Ship Security Certificate;
and(b)
    
    keep, or procure that there is kept, on board
the Vessel a copy of the ship security plan prepared pursuant to the
ISPS Code;
 10.22.6
    
    not employ the Vessel or permit its employment in any trade or business
which is forbidden by any applicable law or is otherwise illicit or in carrying
illicit or prohibited goods or in any manner whatsoever which may render it
liable to condemnation in a prize court or to destruction, seizure or
confiscation or that may expose the Vessel to penalties. In the event of
hostilities in any part of the world (whether war be declared or not) it will
not employ the Vessel or permit its employment in carrying any contraband
goods;10.22.7
    
    promptly provide the Agent with (a) all information which the Agent may
reasonably require regarding the Vessel, its employment, earnings, position and
engagements (b) particulars of all towages and salvages and (c) copies of all
charters and other contracts for its employment and otherwise concerning it;10.22.8
    
    give notice to the Agent promptly and in reasonable detail upon the Borrower
or any other Obligor becoming aware of:
 (a)
    
    accidents to the Vessel involving repairs the
cost of which will or is likely to exceed twenty five million Dollars
(USD25,000,000);(b)
    
    the Vessel becoming or being likely to become a
Total Loss or a Compulsory Acquisition;(c)
    
    any recommendation or requirement made by any
insurer or classification society or by any competent authority which
is not complied with within any time limit relating thereto;
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(d)
    
    any writ or claim served against or any arrest
of the Vessel or the exercise of any lien or purported lien on the
Vessel, its Earnings or Insurances;(e)
    
    the occurrence of any Event of Default;(f)
    
    the Vessel ceasing to be registered under the
flag of the United States of America or anything which is done or not
done whereby such registration may be imperilled;(g)
    
    it becoming impossible or unlawful for it to
fulfil any of its obligations under the Security Documents; and(h)
    
    anything done or permitted or not done in
respect of the Vessel by any person which is likely to imperil the
security created by the Security Documents;
 10.22.9
    
    promptly pay and discharge all debts, damages and liabilities, taxes,
assessments, charges, fines, penalties, tolls, dues and other outgoings in
respect of the Vessel and keep proper books of account in respect thereof
PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any debts,
damages and liabilities as aforesaid which are being contested in good faith
subject always that full details of any such contested debt, damage or
liability which, either individually or in aggregate exceeds twenty five
million Dollars (USD25,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available
for inspection on behalf of the Agent and provide evidence satisfactory to the
Agent that the wages and allotments and the insurance and pension contributions
of the master and crew are being regularly paid, that all deductions of crews
wages in respect of any tax liability are being properly accounted for and that
the master has no claim for disbursements other than those incurred in the
ordinary course of trading on the voyage then in progress or completed prior to
such inspection;10.22.10
    
    maintain the type of the Vessel as at the Redelivery Date and not put the
Vessel into the possession of any person without the prior consent of the Agent
for the purpose of work being done on it in an amount exceeding or likely to
exceed twenty five million Dollars (USD25,000,000) unless such person shall
first have given to the Agent a written undertaking addressed to the Agent in
terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel
or its Earnings for the cost of such work or for any other reason;10.22.11
    
    promptly pay and discharge all liabilities which have given rise, or may
give rise, to liens or claims enforceable against the Vessel under the laws of
all countries to whose jurisdiction the Vessel may from time to time be subject
and in particular the Borrower hereby agrees to indemnify and hold the Lenders,
the Agent, the Hermes Agent and the Trustee, their successors, assigns,
directors, officers, shareholders, employees and agents harmless from and
against any and all claims, losses, liabilities, damages, expenses (including
attorneys, fees and expenses and consultant fees) and injuries of any kind
whatsoever asserted against the
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Lenders, the Agent, the Hermes Agent or the Trustee, with respect to or as
a direct result of the presence, escape, seepage, spillage, release,
leaking, discharge or migration from the Vessel or other properties owned
or operated by the Borrower of any hazardous substance, including without
limitation, any claims asserted or arising under any applicable
environmental, health and safety laws, codes and ordinances, and all rules
and regulations promulgated thereunder of all Governmental Agencies,
regardless of whether or not caused by or within the control of the
Borrower subject to the following:
 (a)
    
    it is the parties understanding that the
Lenders, the Agent, the Hermes Agent and the Trustee do not now, have
never and do not intend in the future to exercise any operational
control or maintenance over the Vessel or any other properties and
operations owned or operated by the Borrower, nor in the past,
presently, or intend in the future to, maintain an ownership interest
in the Vessel or any other properties owned or operated by the
Borrower except as may arise upon enforcement of the Lenders rights
under the Mortgage;(b)
    
    the indemnity and hold harmless contained
in this Clause 10.22.11 shall not extend to the Lenders, the Agent,
the Hermes Agent and the Trustee in their capacity as an equity
investor in the Borrower or as an owner of any property or interest
as to which the Borrower is also owner but only to their capacity as
lenders, holders of security interests or beneficiaries of security
interests; and(c)
    
    unless and until an Event of Default shall have
occurred and without prejudice to the right of each Lender to be
indemnified pursuant to this Clause 10.22.11:
 (i)
    
    each Lender will, if it is
reasonably practicable to do so, notify the Borrower upon
receiving a claim in respect of which the relevant Lender is or
may become entitled to an indemnity under this Clause 10.22.11;(ii)
    
    subject to the prior written
approval of the relevant Lender which the Lender shall have the
right to withhold, the Borrower will be entitled to take, in
the name of the relevant Lender, such action as the Borrower
may see fit to avoid, dispute, resist, appeal, compromise or
defend any such claims, losses, liabilities, damages, expenses
and injuries as are referred to above in this Clause 10.22.11
or to recover the same from any third party, subject to the
Borrower first ensuring that the relevant Lender is secured to
its reasonable satisfaction against all expenses thereby
incurred or to be incurred; and(iii)
    
    the relevant Lender will, to
the extent that it is reasonably practicable to do so, seek the
approval of the Borrower (such approval not to be unreasonably
withheld or delayed) before making any admission of liability,
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agreement or compromise with a third party, or any payment
to a third party, in respect of such claims, losses,
liabilities, damages, expenses and injuries as are referred
to above in this Clause 10.22.11 and, to the extent that the
Borrower is entitled to take action in accordance with
sub-clause (ii) above and subject to the Borrower first
ensuring that the relevant Lender is secured to its
reasonable satisfaction against all expenses thereby
incurred or to be incurred, the relevant Lender will provide
such information, assistance and other co-operation as the
Borrower may reasonably request in connection with such
action,
 PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any
liabilities as aforesaid which are being contested in good faith subject
always that full details of any such contested liabilities which, either
individually or in aggregate, exceed twenty five million Dollars
(USD25,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate
release by providing bail or taking such other steps as the circumstances
may require;10.22.12
    
    comply, or procure that the Manager will comply, with Annex VI (Regulations
for the Prevention of Air Pollution from Ships) to the International Convention
for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997)
(as the same may be amended from time to time) (Annex VI) or any replacement
of Annex VI and in particular, without limitation, to:
 (a)
    
    procure that the Vessels master and crew
are familiar with, and that the Vessel complies with, Annex VI;(b)
    
    maintain for the Vessel a valid and current
international air pollution prevention certificate issued under Annex
VI and provide a copy to the Agent; and(c)
    
    notify the Agent immediately in writing of
any actual or threatened withdrawal, suspension, cancellation or
modification of the IAPCC;
 10.22.13
    
    give to the Agent at such times as it may from time to time require a
certificate, duly signed on its behalf as to the amount of any debts, damages
and liabilities relating to the Vessel and, if so required by the Agent,
forthwith discharge such debts, damages and liabilities to the Agents
satisfaction; and10.22.14
    
    maintain the registration of the Vessel under and fly the flag of the United
States of America and not do or permit anything to be done whereby such
registration may be forfeited or imperilled.
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10.23
    
    Hermes Cover paramountThe terms and conditions of the Hermes Cover are incorporated herein and in so far
as they impose terms, conditions and/or obligations on the Trustee and/or the Agent
and/or the Hermes Agent and/or the Lenders in relation to the Borrower or any other
Obligor then such terms, conditions and obligations are binding on the parties
hereto and any breach of the terms of the Hermes Cover as applied to the Borrower or
any other Obligor shall be deemed to be an Event of Default.10.24
    
    DividendsThe Borrower will procure that any dividends or other distributions and interest
paid or payable in connection therewith received by the Shareholder will be paid to
the Guarantor directly or indirectly by way of dividend in each case promptly on
receipt.
 11
    
    Default
 11.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 11.1.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of the Loan (provided however that if any such amount
is not paid when due solely by reason of some error or omission on the part
of the bank or banks through whom the relevant funds are being transmitted
no Event of Default shall occur for the purposes of this Clause 11.1.1 until
the expiry of three (3) Business Days following the date on which such
payment is due), or within three (3) Business Days of the due date any other
amount, payable by it under any Security Document to which it may at any
time be a party, at the place and in the currency in which it is expressed
to be payable.11.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any other
material provision of any Security Document or there is any other
material breach in the sole opinion of the Agent of any of the
Transaction Documents and such failure (if in the opinion of the Agent
in its sole discretion it is capable of remedy) continues unremedied
for a period of thirty (30) days from the date of its occurrence and in
any such case as aforesaid the Agent in its sole discretion considers
that such failure is or could reasonably be expected to become
materially prejudicial to the interests, rights or position of the
Lenders; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or if any of the parties thereto becomes entitled
to terminate or repudiate any of them and evidences an intention so to
do.
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11.1.3
    
    MisrepresentationAny representation, warranty or statement made or repeated in, or in
connection with, any Transaction Document or in any accounts, certificate,
statement or opinion delivered by or on behalf of any Obligor thereunder or
in connection therewith is materially incorrect when made or would, if
repeated at any time hereafter by reference to the facts subsisting at such
time, no longer be materially correct.11.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group;(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise;(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable;(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default;
 PROVIDED THAT:
 (i)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000); and(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded provided first that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 11.1.4(ii) shall
not apply to that Financial Indebtedness.
 11.1.5
    
    Winding-upSubject to Clause 10.8, any order is made or an effective resolution passed
or other action taken for the suspension of payments or reorganisation,
dissolution, termination of existence, liquidation, winding-up or bankruptcy
of any member of the NCLC Group.11.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC Group
or a composition or an arrangement with creditors of any member of the NCLC
Group or any similar proceeding or arrangement by which
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the assets of any member of the NCLC Group are submitted to the control of
its creditors is applied for, ordered or declared or any member of the NCLC
Group commences negotiations with any one or more of its creditors with a
view to the general readjustment or rescheduling of all or a significant
part of its Financial Indebtedness.11.1.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, administrative receiver,
manager or similar officer is appointed in respect of any member of the NCLC
Group or in respect of all or any substantial part of the assets of any
member of the NCLC Group and in any such case such appointment is not
withdrawn within thirty (30) days (the Grace Period) unless the Agent
considers in its sole discretion that the interest of the Lenders might
reasonably be expected to be adversely affected in which event the Grace
Period shall not apply.11.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is unable,
or admits in writing its inability, to pay its debts as they fall due or
becomes insolvent within the terms of any applicable law.11.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the NCLC Group and
remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of twenty five million Dollars (USD25,000,000) following
final appeal remains unsatisfied for a period of thirty (30) days in the
case of a judgment made in the United States of America and otherwise for a
period of sixty (60) days PROVIDED THATno Event of Default shall be deemed
to have occurred unless the distress, execution, attachment or other process
adversely affects any Obligors ability to meet any of its material
obligations under any Security Document to which it is or may be a party or
cause to occur any of the events specified in Clauses 11.1.5 to 11.1.8 (the
determination of which shall be in the Agents sole discretion).11.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the
events specified in Clauses 11.1.5 to 11.1.9 shall occur under the laws of
any applicable jurisdiction.11.1.11
    
    Cessation of businessAny member of the NCLC Group ceases to carry on all or a substantial part of
its business PROVIDED THATno Event of Default will arise under this clause
on a cessation of business in accordance with the Apollo-Related
Transactions or any other cessation of business that does not imperil the
security created by any of the Security Documents or
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affect the ability of any Obligor duly to perform any of its obligations
under any Security Document to which it may be a party at any time.11.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents is materially adversely modified, revoked or withheld or does not
remain in full force and effect and within ninety (90) days of the date of
its occurrence such event is not remedied to the satisfaction of the Agent
and the Agent considers in its sole discretion that such failure is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the modification, revocation or
withholding of the authorisation, approval or consent is due to an act or
omission of any Obligor and the Agent is satisfied in its sole discretion
that the Lenders interests might reasonably be expected to be materially
adversely affected.11.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for any Obligor to perform any of
its material (to the Lenders or any of them and/or the Agent and/or the
Hermes Agent) obligations under any Security Document to which it is a party
or it is unlawful or impossible for the Agent, the Trustee or any Lender to
exercise any of its rights under any of the Security Documents PROVIDED THAT
no Event of Default shall be deemed to have occurred (except where the
unlawfulness or impossibility adversely affects any Obligors payment
obligations under this Agreement and the other Security Documents (the
determination of which shall be in the Agents sole discretion) in which
case the following provisions of this Clause 11.1.13 shall not apply) where
the unlawfulness or impossibility preventing any Obligor from performing its
obligations (other than its payment obligations under this Agreement and the
other Security Documents) is cured within a period of twenty one (21) days
of the occurrence of the event giving rise to the unlawfulness or
impossibility and the relevant Obligor within the aforesaid period, performs
its obligation(s) and PROVIDED FURTHER THATno Event of Default shall be
deemed to have occurred where the Agent, the Trustee and/or any relevant
Lender was aware of the default and could, in its sole discretion, mitigate
the consequences of the unlawfulness or impossibility in the manner
described in Clause 4.3.2. The costs of mitigation shall be determined in
accordance with Clause 4.3.2.11.1.14
    
    InsurancesThe Borrower fails to insure the Vessel in the manner specified in Clause
10.21 or fails to renew the Insurances at least ten (10) days prior to the
date of expiry thereof and produce prompt confirmation of such renewal to
the Agent.
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11.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days after the date of the event giving rise to such
Total Loss.11.1.16
    
    DisposalsIf the Borrower or any other member of the NCLC Group shall have concealed,
removed, or permitted to be concealed or removed, any part of its property,
with intent to hinder, delay or defraud its creditors or any of them, or
made or suffered a transfer of any of its property which may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or shall have
made any transfer of its property to or for the benefit of a creditor with
the intention of preferring such creditor over any other creditor.11.1.17
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor which in
the reasonable opinion of the Agent would or might be expected to imperil
the security created by any of the Security Documents.11.1.18
    
    Material adverse changeAny material adverse change in the business, assets or financial condition
of any Obligor occurs which in the reasonable opinion of the Agent would or
might reasonably be expected to affect the ability of that Obligor duly to
perform any of its material obligations under any Security Document to which
it is or may at any time be a party. For the purposes of this Clause 11.1.18
and without prejudice to the generality of the expression material
obligationsany payment obligations of any Obligor shall be deemed
material.11.1.19
    
    Governmental interventionThe authority of any member of the NCLC Group in the conduct of its business
is wholly or substantially curtailed by any seizure or intervention by or on
behalf of any authority and within ninety (90) days of the date of its
occurrence any such seizure or intervention is not relinquished or withdrawn
and the Agent reasonably considers that the relevant occurrence is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the seizure or intervention executed
by any authority is due to an act or omission of any member of the NCLC
Group and the Agent is satisfied, in its sole discretion, that the Lenders
interest might reasonably be expected to be materially adversely affected.
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11.1.20
    
    The VesselThe Vessel has not been redelivered to the Borrower by the Builder pursuant
to the Building Contract by the Termination Date.
 11.2
    
    Acceleration
 11.2.1
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing the Agent may if a Tranche has not yet been
drawn down, by notice to the Borrower cancel the obligations of the Lenders
under this Agreement.11.2.2
    
    Subject to the provisions of the Co-ordination Deed, on the occurrence of an
Event of Default and at any time thereafter whilst such event shall be
continuing, if any of the Loan has been drawn down:
 (a)
    
    the Agent may by notice to the Borrower declare
the whole or any part of the Loan due and repayable in accordance with
the terms of such notice whereupon the same shall become due and
repayable accordingly together with all interest accrued thereon and
all other amounts payable hereunder and under any of the other Security
Documents and any undrawn Tranche or any part thereof shall be
cancelled; and/or(b)
    
    the Trustee, the Agent, the Hermes Agent and
the Lenders may from time to time exercise all or any of its or their
rights under any of the Security Documents in such order and in such
manner as it or they shall deem appropriate; and/or(c)
    
    the Trustee may at the discretion of the Agent
terminate or continue with the Management Agreement and/or the
Sub-Agency Agreement.
 11.3
    
    Default indemnityThe Borrower shall on demand indemnify the Agent and the Lenders, without prejudice
to any of their other rights under this Agreement and the other Security Documents,
against any loss or expense which the Agent shall certify as sustained or incurred
by any of them as a consequence of:
 11.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or any
of the other Security Documents when due, including, without limitation, any
liability incurred by the Trustee, the Agent, the Lenders and the Hermes Agent
by reason of any delay or failure of the Borrower to pay any such sums;11.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default;11.3.3
    
    any prepayment of the Loan or part thereof being made at any time for any
reason; and/or
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11.3.4
    
    a Tranche not being drawn for any reason (excluding any default by the Agent
or any Lender) after a Drawdown Notice has been given,
  11.4
    
    Set-offFollowing the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent and the Lenders to apply
any credit balance to which the Borrower is entitled upon any account of the
Borrower with any branch of any of the Agent and the Lenders in or towards
satisfaction of any sum due to the Agent or any Lender hereunder but unpaid, and to
combine any accounts of the Borrower for this purpose. If such set-off requires a
credit balance in a currency other than Dollars to be transferred to an account
maintained in connection herewith the transfer shall be effected by crediting to the
account in question the amount of Dollars which the Agent or the Lender (as the case
may be) could obtain by exchanging such currency for Dollars at the rate of exchange
at which its Office would, at the opening of business on the date on which the
combination is effected, have sold the currency of that credit balance for Dollars
for immediate redelivery.
 12
    
    Application of Funds
 12.1
    
    Total Loss proceeds/proceeds of sale/Event of Default moniesIn the event of the Vessel becoming a Total Loss or if the Vessel is sold or if an
Event of Default has occurred then all Total Loss proceeds or proceeds of sale of
the Vessel or any monies received by the Trustee, the Agent, the Hermes Agent, any
Lender or any of their respective Affiliates (as defined in clause 11.4.1 of the
Guarantee) under or pursuant to the Security Documents shall, subject to the
provisions of the Co-ordination Deed, be held by the Agent and applied in the
following manner and order:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions and any costs incurred in breaking any funding, the expenses of any
sale, the expenses of retaining any attorney, solicitors fees, court costs and
any other expenses or advances made or incurred by the Trustee, the Agent, the
Hermes Agent or any Lender in the protection of the Trustees, the Agents, the
Hermes Agents and that Lenders rights or the pursuance of its or their
remedies hereunder and under the other Security Documents or to any payments
whether voluntary or not which the Agent considers advisable to protect its,
the Trustees, the Hermes Agents or the Lenders security and to provide
adequate indemnity against liens claiming priority over or equality with the
lien of the Security Documents or any other Encumbrances but excluding any
costs incurred in breaking any swap agreements or
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other interest rate management products entered into for the purpose
of this transaction including but without limitation, warehousing
and other related costs) or an Interest Exchange Arrangement;SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon to which the Lenders and/or
the Agent are entitled hereunder and/or under the other Security Documents in
connection with the Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Instalments (whether or not then due
and payable) in reverse order of maturity date;SIXTHLY
    
    in or towards satisfaction of any other amounts due from the
Borrower to the Agent or the Lenders under the Security Documents using in the
discretion of the Agent the same order of application as Firstly to Fifthly;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Trustee and/or the Agent and/or the Lenders and/or the
Hermes Agent under this Agreement or any of the other Security Documents and
which the assigned Earnings may be insufficient to satisfy;EIGHTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest rate
management products entered into by the Lenders for the purpose of this
transaction; andNINTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall
then be entitled thereto.
 In the event of the proceeds being insufficient to pay the amounts referred to above
the Agent shall be entitled to collect the balance from the Borrower.
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12.2
    
    General fundsSubject to the provisions of the Co-ordination Deed, any other monies received by or
in the possession of the Trustee, the Agent, any Lender or the Hermes Agent under or
pursuant to the Security Documents which are expressed hereunder and/or under the
Security Documents to be distributed in accordance with the provisions of this
Clause or where no express provisions are made for disposal shall be applied in the
discretion of the Agent as follows:
 FIRSTLY
    
    in or towards payment of all fees, costs and expenses (excluding any
costs (including without limitation any warehousing and other related costs)
incurred in breaking any Interest Exchange Arrangement or any interest rate
swap agreements or other interest rate management products entered into by the
Lenders for the purposes of this transaction) incurred by the Agent or any
Lender in connection with the Loan and which are for the time being unpaid;SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon to which the Lenders and/or
the Agent and/or the Hermes Agent are entitled hereunder and/or under the other
Security Documents in connection with the Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Instalments in reverse order of
maturity date;SIXTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Agent and/or the Lenders and/or the Hermes Agent under this
Agreement or any of the other Security Documents and which the assigned
Earnings may be insufficient to satisfy;SEVENTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest rate
management products entered into by the Lenders for the purpose of this
transaction; andEIGHTHLY
    
    the balance (if any) shall be released to the Borrower or to its
order or whomsoever else may be entitled thereto.
 246




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12.3
    
    Application of proceeds of InsurancesSubject to the provisions of the Co-ordination Deed, proceeds of the Insurances for
partial losses shall be applied in accordance with the Insurance Assignment and/or
the loss payable clause(s) endorsed on the Insurances in the form approved by the
Agent and in the case of a Total Loss of the Vessel in accordance with Clause 4.5
and Clause 12.1.12.4
    
    Suspense accountAny monies received or recovered by the Trustee, the Agent or any Lender under or in
connection with the Security Documents and credited to any suspense or impersonal
interest bearing security realised account may be held in such account for so long
as the Agent thinks fit pending application at the Agents discretion in accordance
with Thirdly of Clause 12.1 or Clause 12.2 (as the case may be).
 13
    
    Fees
 13.1
    
    The Borrower shall enter into fees side letters with the Agent on the date of
the Original Loan Agreement and pay to the Agent such fees and on such date(s) as shall
be referred to therein.
 14
    
    Expenses
 14.1
    
    Initial expensesThe Borrower shall reimburse the Agent on first demand on a full indemnity basis for
the reasonable charges and expenses (together with value added tax or any similar
tax thereon and including without limitation the fees and expenses of legal,
insurance and other advisers and travel expenses) incurred by the Agent in respect
of the syndication, negotiation, preparation, printing, execution and registration
of this Agreement and the other Transaction Documents and any other documents
required in connection with the implementation of this Agreement and the
Apollo-Related Transactions.14.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent, the Lenders and the Hermes Agent on demand
on a full indemnity basis for all charges and expenses (including value added tax or
any similar tax thereon and including the fees and expenses of legal advisers)
incurred by the Agent, each of the Lenders and the Hermes Agent in connection with
the enforcement of, or the preservation of any rights under, this Agreement and the
other Security Documents.14.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent or the Hermes Agent (as the case may
be) on demand against any and all stamp, registration and similar Taxes which may be
payable in any jurisdiction in connection with the entry into, performance and
enforcement of this Agreement or any of the other Security Documents.
 247




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15
    
    Waivers, Remedies Cumulative
 15.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Trustee, the
Agent, any of the Lenders or the Hermes Agent any right or remedy under any of the
Security Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
thereof, or the exercise of any other right or remedy. No waiver by the Trustee,
the Agent, the Hermes Agent or any of the Lenders shall be effective unless it is in
writing.15.2
    
    Remedies cumulativeThe rights and remedies of the Agent and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.15.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.15.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents PROVIDED HOWEVER THATneither the Agent nor any of the
Lenders shall be entitled to terminate or treat this Agreement or any of the other
Security Documents as having been repudiated otherwise than in circumstances which
constitute an Event of Default.
 16
    
    Counterparts
 16.1
    
    This Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same agreement.
 17
    
    Assignment
 17.1
    
    Benefit of agreementThis Agreement shall be binding upon the Borrower and its successors and shall inure
to the benefit of the Agent and each of the Lenders and their successors and
assigns.17.2
    
    No transfer by the BorrowerThe Borrower may not assign or transfer all or any of its rights, benefits or
obligations hereunder or under any of the other Security Documents.
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17.3
    
    Assignments, participations and transfers by a LenderEach Lender may, subject to obtaining the prior written approval of the Agent, such
approval not to be unreasonably withheld or delayed, at any time transfer or assign
all of its rights and benefits hereunder and under the Security Documents to any
other lending institution but shall, prior to such transfer or assignment, on
request by the Agent, pay a fee to the Agent of one thousand Dollars (USD1,000)
PROVIDED THAT(save in the case of a transfer or assignment of rights and benefits
to any subsidiary or holding company of such Lender or to another Lender) no such
transfer or assignment may be made without the prior written consent of the Borrower
(which consent is not to be unreasonably withheld or delayed). If a Lender
transfers or assigns its rights and benefits hereunder as provided above, all
references in this Agreement and the other Security Documents to that Lender shall
be construed as a reference to that Lender and/or its Transferee or assignee to the
extent of their respective interests.17.4
    
    Effectiveness of transferIf a Lender transfers or assigns all or any of its rights and benefits hereunder in
accordance with Clause 17.3, then, unless and until the Transferee or assignee has
agreed that it shall be under the same obligations towards the parties to this
Agreement as it would have been under if it had been a party hereto as a lender, the
parties to this Agreement shall not be obliged to recognise such Transferee or
assignee as having the rights against each of them which it would have had if it had
been such a party hereto.17.5
    
    Transfer of rights and obligationsIf any Lender wishes to transfer all or any of its rights, benefits and/or
obligations hereunder or under the other Security Documents as contemplated in
Clause 17.3, then such transfer may be effected by the due completion and execution
by the Lender and the relevant Transferee of a Transfer Certificate in the form of
Schedule 6. The Agent shall then forthwith execute the Transfer Certificate on
behalf of itself and the other parties to this Agreement in accordance with the
provisions of Clause 17.8. On the later of the Transfer Date and the fifth (5th)
Business Day following the date of redelivery of the Transfer Certificate to the
Agent for execution:
 17.5.1
    
    to the extent that in such Transfer Certificate the Lender party thereto
seeks to transfer its rights, benefits and/or its obligations hereunder or
under the other Security Documents, the Borrower and the relevant Lender shall
each be released from further obligations to the other hereunder and their
respective rights against each other shall be cancelled (such rights and
obligations being referred to in this Clause 17.5 as discharged rights,
benefits and obligations);17.5.2
    
    the Borrower and the Transferee party thereto shall each assume obligations
towards each other and/or acquire rights against each other which differ from
such discharged rights, benefits and obligations only insofar as the Borrower
and such Transferee have assumed and/or acquired the same in place of the
Borrower and the relevant Lender; and
 249




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17.5.3
    
    such Transferee shall acquire the same rights and benefits and assume the
same obligations as it would have acquired and assumed had such Transferee been
an original party hereto as a Lender with the rights, benefits and/or
obligations acquired or assumed by it as a result of such transfer.
 17.6
    
    Consent and increased obligations of the BorrowerIn the event that a Lender transfers its Office or transfers or assigns its rights
and/or benefits hereunder to its affiliate or another Lender and, at the time of
such transfer or assignment, there arises an obligation on the part of the Borrower
hereunder to pay to the relevant Lender or any other person any amount in excess of
the amount they would have been obliged to pay but for such transfer or assignment
and the consent of the Borrower has not been obtained to such transfer or assignment
and the increased cost then, without prejudice to any obligation of the Borrower
which arises after the time of such transfer or assignment, the Borrower shall not
be obliged to pay the amount of such excess.17.7
    
    Disclosure of informationAny Lender may disclose to a potential Transferee or assignee who may otherwise
propose to enter into contractual relations with it in relation to this Agreement
such information about each of the Obligors (or otherwise) as that Lender shall
consider appropriate SUBJECT ALWAYSto the relevant Lender procuring the execution
by the potential Transferee or assignee of a Confidentiality Undertaking PROVIDED
ALWAYS THATa Lender, the Agent, the Hermes Agent and the Trustee may provide any
such information and copies of this Agreement, any of the Security Documents and all
records in connection therewith to its professional advisers and auditors, to any
banking or regulatory authority or to Hermes and/or the Federal Republic of Germany
and/or the European Union and/or any agency thereof or any person acting or
purporting to act on any of their behalves and/or to the Builder or as required by
law, regulation or legal process without first procuring the execution of a
Confidentiality Undertaking. The Borrower acknowledges and agrees that any such
information may be used by Hermes and/or the Federal Republic of Germany and/or the
European Union and/or any agency thereof or any person acting or purporting to act
on any of their behalves for statistical purposes and/or for reports of a general
nature.17.8
    
    Transfer Certificate to be executed by the AgentIn order to give effect to a Transfer Certificate each of the Arrangers, the
Lenders, the Hermes Agent, the Trustee and the Borrower hereby irrevocably and
unconditionally appoints the Agent as its true and lawful attorney with full power
to execute on its behalf each Transfer Certificate delivered to the Agent pursuant
to Clause 17.5 without the Agent being under any obligation to take any further
instructions from, or give any prior notice to, the Arrangers, the Lenders, the
Hermes Agent, the Trustee, the Borrower or the Guarantor before doing so and the
Agent shall so execute each such Transfer Certificate on behalf of the Arrangers,
the Lenders, the Hermes Agent, the Trustee, the Borrower and the Guarantor forthwith
upon its receipt thereof pursuant to Clause 17.5.
 250




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17.9
    
    Notice of Transfer CertificatesThe Agent shall promptly notify the Arrangers, the Lenders, the Hermes Agent, the
Trustee, the Transferee, the Borrower and the Guarantor upon the execution by it of
any Transfer Certificate together with details of the amount transferred, the
Transfer Date and the parties to such transfer.17.10
    
    Documentation of transfer or assignmentThe Borrower shall at the request of the Agent promptly execute or promptly procure
the execution of such documents and do (or procure the doing of) all such acts and
things as may be necessary or desirable to give effect to any transfer or assignment
pursuant to this Clause 17.17.11
    
    Contracts (Rights of Third Parties) Act 1999 (the Act)A person who is not a party to this Agreement has no right under the Act to enforce
any term of this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from the Act.
 18
    
    Notices
 18.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.18.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower c/o 7665 Corporate Center Drive,
Miami, Florida 33126, United States of America (marked for the attention of the
Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice)
with a copy to the Investors c/o Apollo Management, LP, 9 West 57th
Street, 43rd Floor, New York, NY 10019, United States of America (marked
for the attention of Mr Steven Martinez). Any notice, demand or other communication
to be made or delivered by the Borrower to the Agent pursuant to this Agreement
shall (unless the Agent has by fifteen (15) days written notice to the Borrower
specified another address) be made or delivered to the Agent at its Office, the
details of which are set out in Schedule 2. A copy of any notice to the Agent shall
be delivered to the Hermes Agent at its Office as aforesaid.
 251




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18.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is c/o +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the
attention of the Legal Department) with a copy to the Investors c/o Apollo
Management, LP at +1 212 515 3288 (marked for the attention of Mr Steven Martinez),
and in the case of the Trustee, the Agent, the Hermes Agent or any Lender is as
recorded in Schedule 2) specified by it from time to time for the purpose and shall
be deemed to have been received when transmission of such telefax communication has
been completed provided that if in the place of receipt the transmission is received
outside normal business hours on a Business Day or not on a Business Day the
transmission shall be deemed to have been received at the commencement of the next
Business Day. Each such telefax communication, if made to the Agent or any Lender
by the Borrower, shall be signed by the person or persons authorised in writing by
the Borrower and whose signature appears on the list of specimen signatures
contained in the secretarys certificate required to be delivered by paragraph 2 of
Schedule 4 and shall be expressed to be for the attention of the department or
officer whose name has been notified for the time being for that purpose by the
Agent or any Lender to the Borrower.18.4
    
    ReceiptEach such notice, demand or other communication shall be deemed to have been made or
delivered (in the case of any letter) when delivered to its office for the time
being or, if sent by post, five (5) days after being deposited in the post first
class postage prepaid in an envelope addressed to it at that address PROVIDED THAT
if the copy of any notice, demand or other communication is not received by the
Investors it shall not affect the deemed making or delivery of the notice, demand or
other communication.18.5
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement or any other Security Document shall be in the
English language or accompanied by a certified English translation. In the event of
any conflict between the translation and the original text the translation shall
prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type or a notice, demand or other communication from
Hermes or in relation to the Hermes Cover.
 19
    
    Governing Law
 19.1
    
    This Agreement shall be governed by English law.
 20
    
    Waiver of Immunity
 20.1
    
    To the extent that the Borrower may in any jurisdiction claim for itself or its
assets immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process in relation to this Agreement or the
other Security Documents and to the extent that in any such jurisdiction there may be
attributed to itself or its assets such immunity (whether or not
 252




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claimed) the Borrower hereby irrevocably and unconditionally agrees throughout the
Security Period not to claim and hereby irrevocably waives such immunity to the full
extent permitted by the laws of such jurisdiction. In respect of any legal action
or proceedings arising out of or in connection with any of the Security Documents
the Borrower hereby consents generally as a matter of procedure in relation to the
waiver of immunity (but not so as to prejudice any defence which it may have on the
merits of the substantive issue) to the giving of any relief or the issue of any
process in connection with such legal action or proceedings including without
limitation, the making, enforcement or execution against any property whatsoever
(irrespective of its uses or intended uses) of any order or judgment which may be
made or given in such legal action or proceedings.
 21
    
    Rights of the Agent, the Trustee and the Lenders
 21.1
    
    No derogation of rightsAny rights conferred on the Agent, the Trustee and the Lenders or any of them by
this Agreement or any other Security Document shall be in addition to and not in
substitution for or in derogation of any other right which the Agent, the Trustee
and the Lenders or any of them might at any time have to seek from the Borrower or
any other person for payment of sums due from the Borrower or indemnification
against liabilities as a result of the Borrowers default in payment of sums due
from it under this Agreement or any other Security Document.21.2
    
    Enforcement of remediesNone of the Agent, the Trustee or the Lenders shall be obliged before taking steps
to enforce any rights conferred on it by this Clause or exercising any of the
rights, powers and remedies conferred on it hereby or by law:
 21.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it may seek payment of any sum due from the Borrower
under this Agreement or any other Security Document;21.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or21.2.3
    
    to enforce or seek to enforce any other rights it may have against the
Borrower or any other such person.
 22
    
    Jurisdiction
 22.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 22.1 is for the benefit of the Agent, the Trustee and the Lenders only.
As a result, no such party shall be prevented from taking proceedings relating to a
Dispute in any other courts with jurisdiction. To the extent allowed by law, any
such party may take concurrent proceedings in any number of jurisdictions.
 253




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22.2
    
    The Borrower may not, without the Agents prior written consent, terminate the
appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.22.3
    
    For the purpose of securing its obligations under Clause 22.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 22.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent, the Trustee or any Lender) to act
as the Borrowers process agent in England with the unconditional authority described
in Clause 22.2.22.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any process
or to forward any process to the Borrower) shall invalidate any proceedings or
judgment.22.5
    
    The Borrower appoints in the case of the courts of England the Process Agent to
receive, for and on its behalf service of process in England of any legal proceedings
with respect to this Agreement and any other Security Document.22.6
    
    A judgment relating to this Agreement which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.22.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Trustee or a Lender may have (whether under the laws of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the service of
process, the recognition or enforcement of a judgment or any similar or related matter
in any jurisdiction.22.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 THE BORROWER
 SIGNED SEALED and DELIVERED as a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )SHIP HOLDING LLC
    
    
    )in the presence of:
    
    
    )
 254




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##### 



THE ARRANGERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )THE LENDERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )in the presence of:
    
    
    )
 255




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THE AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )THE HERMES AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )in the presence of:
    
    
    )THE TRUSTEESIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )
 256




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Schedule 1
 257




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##### 



Schedule 2
 258




---



##### 



Schedule 3
 259




---



##### 



Schedule 4
 260




---



##### 



Schedule 5
 261




---



##### 



Schedule 6
 262




---



##### 



Schedule
 263




---



##### 



Schedule 7
 264




---



##### 



Schedule 8
 265




---



##### 



Schedule 9
 Apollo-Related Transactions
 1 Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing), the Investors shall pay to the Guarantor USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Guarantor,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent (50%) of the issued and outstanding
Ordinary Shares of the Guarantor as of the Closing.1.2
    
    On the Jade Transfer Date (i) the Shareholder will transfer the Jade Assets to
NCL International (or one of NCL Internationals existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer
from the US flag to the Bahamas flag PROVIDED THATin the event that the transfer of
the Jade Assets can be effected in a manner that the parties to the Subscription
Agreement agree is more advantageous from a tax perspective than the manner set forth
above, such transfer shall be effected in an alternative manner and (ii) NCL
International (or one of its existing or newly-formed subsidiaries) will assume the
Jade Liabilities (such transactions together the Jade Transfer).1.3
    
    Effective as of the Closing, in consideration of the mutual covenants and
agreements contained therein, the Guarantor has released, waived and forever discharged
Star, its Subsidiaries and their respective predecessors, successors, assigns,
officers, directors, shareholders, employees and agents and their respective counsel
(for the benefit of Star and its Subsidiaries) from any and all actions, causes of
actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of
any type, based on any fact or circumstance arising prior to the Closing based on
Stars relationship with the Guarantor and its Subsidiaries prior to the Closing
(including any claims relating to actual or alleged breaches of fiduciary or other
duties by Stars directors, officers or shareholders), whether based on contract or any
applicable law (including tort, statute, local ordinance, regulation or any comparable
law) in any jurisdiction.1.4
    
    Star, the Guarantor and the Investors have stated their mutual intention that,
following the Closing, Star and the Guarantor continue their current policies and
practices of close collaboration in support of their mutual efforts to develop their
respective cruise line businesses, including providing assistance to each other in
mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration
in shipbuilding and sharing of ship design and providing or assisting in obtaining any
necessary consents and approvals relating to such initiatives, shipbuilding or ship
design PROVIDED THATin no event shall Star or the Guarantor be obligated to engage in
any such efforts if such efforts could reasonably be expected to have an adverse effect
on the operation or prospects of such partys respective cruise line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in
its sole discretion to have all or a portion of the indemnity obligation of Star
 266




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deemed satisfied by having the Guarantor issue to the Investors additional Ordinary
Shares.
 1.6
    
    If the transactions contemplated by the Subscription Agreement upon the Closing
are consummated, at the Closing (as described in clause 1.1 of this Schedule), the
Guarantor shall pay, by wire transfer of immediately available funds, to each Person
who is the payee of any outstanding Guarantor Transaction Expenses as of the Closing
Date, the amount owed to such Person. For the avoidance of doubt, in the event that
the Closing Date transaction fee payable to either (i) an Affiliate of the Investors or
(ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to
half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for
its mergers and acquisitions advisory fee, such excess amount shall be paid, with
respect to (i), by Star, or with respect to (ii), by the Investors. If the
transactions contemplated by the Subscription Agreement upon the Closing (as described
in clause 1.1 of this Schedule) are not consummated, all costs and expenses incurred in
connection with the Subscription Agreement and the transactions contemplated thereby
shall be paid by the party incurring such costs and expenses.
 2
    
    Shareholders Agreement
 on a fully diluted basis
 3
    
    Reimbursement Agreement
 3.1
    
    Shareholder Undertakings
 NCLA Undertakings
 3.2
    
    Star Termination Election
 Star Termination
Election
 3.3
    
    Guarantor Termination Election
  267




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Guarantor Termination
Election America Transfer Wind Up
Transactions
 3.4
    
    NCLA Continuation Agreement
 NCLA Continuation Agreement Payment PROVIDED THAT
  268




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3.5
    
    NCLA Wind-up Determination
 NCLA Wind-up Determination
  4
    
    Indenture
  Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 269




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##### 



Allocable America Indebtedness
 Allocable Jade Indebtedness
 Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Cash Losses Cap
 Closing Date
 Code
 270




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##### 



Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Guarantor Transaction Expenses PROVIDED THAT
 Indebtedness
 271




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##### 



Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 272




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NCLA Business
 NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Guarantor with the Investor; and
 (ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 273




---



##### 



Person
 Post-Termination Expenses
 Pride of Aloha Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 274




---



##### 



Transaction Documents
 Transfer
 Voting Agreement
 275




---



##### 



Annex 1
 Accumulated Book Depreciation
  Mar-
    
    
    Jun-
    
    
    Jul-
    
    
    Aug-
    
    
    Sep-
    
    
    Oct-
    
    
    Nov-
    
    
    Dec-
    
    
    Jan-
    
    
    Feb-
    
    
    Mar-
    
    
    Apr-USD in millions
    
    
    
    
    
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    08
    
    
    08
    
    
    08
    
    
    08Pride of Aloha
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    304.6
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2Pride of America
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    352.3
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
 Notes:
     276




---



##### 



Schedule 3
 Amended and Restated Guarantee
 277




---



##### 



DATED 23 APRIL 2004
 (1)
    
    NCL CORPORATION LTD.(as guarantor)(2)
    
    HSBC BANK PLC(as Hermes loan trustee)(3)
    
    HSBC BANK PLC(as commercial loan trustee)
 
 GUARANTEE
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
 [**]
 278




---



##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    2812
    
    Guarantee and Indemnity
    
    
    2823
    
    Survival of Guarantors Liability
    
    
    2834
    
    Continuing Guarantee
    
    
    2845
    
    Exclusion of the Guarantors Rights
    
    
    2856
    
    Payments
    
    
    2867
    
    Enforcement
    
    
    2878
    
    Representations and Warranties
    
    
    2879
    
    General Undertakings: Positive Covenants
    
    
    28910
    
    General Undertakings: Negative Covenants
    
    
    29111
    
    Financial Undertakings and Ownership and Control of the Guarantor
    
    
    29412
    
    Discharge
    
    
    30013
    
    Assignment and Transfer
    
    
    30014
    
    Miscellaneous Provisions
    
    
    30015
    
    Waiver of Immunity
    
    
    30116
    
    Notices
    
    
    30117
    
    Governing Law
    
    
    30218
    
    Jurisdiction
    
    
    302Schedule 1
    
    Quarterly Statement of Financial CovenantsSchedule 2
    
    Letter of Instruction
 279




---



##### 



DEED
 DATED
 BY:
 (1)
    
    NCL CORPORATION LTD.being a company validly existing under the laws of Bermuda with its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor
(the Guarantor);
 IN FAVOUR OF:
 (2)
    
    HSBC BANK PLCa company incorporated under the laws of England and Wales whose office is at 8
Canada Square, London E14 5HQ, England (the Hermes Loan Trustee) as trustee for the
Beneficiaries; and(3)
    
    HSBC BANK PLCa company incorporated under the laws of England and Wales whose office is at 8
Canada Square, London E14 5HQ, England (the Commercial Loan Trusteeand together with the
Hermes Loan Trustee the Trustees) as trustee for the Beneficiaries.
 WHEREAS:
 (A)
    
    By a loan agreement dated 4 April 2003 (the Original Hermes Loan Agreement) made between
(among others) (1) Pride of America Ship Holding, Inc. as borrower (the Borrower) (2) the
banks whose names and Offices appear in schedule 2 to the Hermes Loan Agreement (the Hermes
Loan Lenders) (3) HSBC Bank plc as agent for the Hermes Loan Lenders (the Hermes Loan
Agent) (4) Commerzbank Aktiengesellschaft as agent (the Hermes Agent) and (5) the Hermes
Loan Trustee, as amended and restated by a first supplemental agreement thereto dated 20 April
2004 (the First Hermes Supplemental Agreementand together with the Original Hermes Loan
Agreement the Hermes Loan Agreement) made between (a) the parties to the Original Hermes
Loan Agreement (b) Star Cruises Limited (the Original Guarantor) and (c) the Guarantor, the
Hermes Loan Lenders agreed to make available to the Borrower, upon the terms and subject to
the conditions thereof, a secured term loan of the equivalent in Dollars of up to two hundred
and fifty eight million Euro (258,000,000) (the Hermes Loan) on the terms and conditions
contained therein.(B)
    
    By a loan agreement dated 4 April 2003 (the Original Commercial Loan Agreementand together
with the Original Hermes Loan Agreement the Original Loan Agreements) made between (among
others) (1) the Borrower as borrower (2) the banks whose names and Offices appear in schedule
2 to the Commercial Loan Agreement (the Commercial Loan Lendersand together with the Hermes
Loan Lenders the Lenders) (3) HSBC Bank plc as agent for the Commercial Loan Lenders (the
Commercial Loan Agentand together with the Hermes Loan Agent the Agents) (4) the Hermes
Agent and (5) the Commercial Loan Trustee, as amended and restated by a first supplemental
agreement thereto dated 20 April 2004 (the First Commercial Supplemental Agreement) (the
First Hermes Supplemental Agreement and the First Commercial Supplemental Agreement together
the Supplemental Agreements, the First Commercial Supplemental Agreement and the Original
Commercial Loan Agreement together the Commercial Loan Agreementand the Hermes Loan
Agreement and the Commercial Loan Agreement together the Loan Agreements), the Commercial
Loan Lenders agreed to make available to the Borrower, upon the terms and
 280




---



##### 



 Commercial Loan Loans
 (C)
    
    By a deed of agency and trust dated 4 April 2003 made between (1) the Hermes Loan Agent (2)
the Hermes Agent (3) the Hermes Loan Trustee (4) the Hermes Loan Lenders (5) the Commercial
Loan Agent (6) the Commercial Loan Trustee and (7) the Commercial Loan Lenders it has been
agreed that the benefit of this Deed shall be held by the Trustees on trust for themselves,
the Agents, the Hermes Agent, the Hermes Loan Lenders and the Commercial Loan Lenders and its
and their respective successors, assignees and transferees (together the Beneficiaries).(D)
    
    By a deed of co-ordination dated 4 April 2003 (the Co-ordination Deed) made between (1) the
Hermes Loan Agent (2) the Hermes Loan Trustee (3) the Commercial Loan Agent (4) the Commercial
Loan Trustee and (5) the Borrower the parties have agreed (inter alia) as to how the rights,
powers and remedies of the Trustees arising under this Deed shall be exercised.(E)
    
    Pursuant to the Supplemental Agreements the Lenders agreed to release the Original Guarantor
from its guarantee dated 4 April 2003 of the obligations of the Borrower under the Loan
Agreements (the Original Guarantee) on the condition that the Guarantor enters into this
Deed.
 NOW THIS DEED WITNESSES:
 1
    
    Definitions and Construction
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Loan Agreements shall have the meanings set out therein.
 Accounts
 Bonds
 Event of Default
 Outstanding Indebtedness
 1.2
    
    In this Deed unless the context otherwise requires:
 281




---



##### 



1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Deed unless otherwise stated and
references to this Deed are to be construed as references to this Deed
including its Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or
any other document shall be construed as references to this Deed, that
provision or that document as from time to time amended, restated, supplemented
or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document
shall include reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof; and1.2.8
    
    where any matter requires the approval or consent of the
Trustees or the Agents such approval or consent shall not be deemed to have
been given unless given in writing; where any matter is required to be
acceptable to the Trustees or the Agents, the Trustees or the Agents (as the
case may be) shall not be deemed to have accepted such matter unless their
acceptance is communicated in writing; each of the Trustees and the Agents may
give or withhold their consent, approval or acceptance at their unfettered
discretion.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders agreeing at the request of the Original
Guarantor to release it from its obligations under the Original Guarantee and to
continue to make the Facility available to the Borrower in accordance with the terms of
the Loan Agreements, the payment by the Trustees to the Guarantor of ten Dollars
(USD10) and other good and valuable consideration (the receipt and adequacy of which
the Guarantor hereby acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as
surety hereby undertakes to the Trustees to be responsible for and hereby
guarantees to the Trustees:
 (a)
    
    the due and punctual payment by each of the
Obligors to the Trustees or an Agent (on behalf of the relevant
Lenders) (as the case may be) (as and when due by acceleration, demand
or otherwise howsoever) of the Outstanding Indebtedness and every part
thereof; and
 282




---



##### 



(b)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors and the Builder
under or pursuant to the Loan Agreements and the other Security
Documents; and
 2.1.2
    
    unconditionally undertakes immediately on demand by the
Trustees from time to time to pay and/or perform its obligations under Clause
2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) unconditionally undertakes immediately on demand
by the Trustees from time to time to indemnify the Trustees and the Agents and hold
each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Trustees and/or the Agents as a
result of a Loan Agreement and each other Security Document to which any of the
Obligors or the Builder is a party or any provision thereof becoming invalid,
void, voidable or unenforceable for any reason whatsoever after execution
hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly
from any failure on the part of any of the Obligors or the Builder to perform
any obligation to be performed by any of the Obligors or the Builder under and
pursuant to a Loan Agreement and each other Security Document to which any of
the Obligors or the Builder is a party.
 3
    
    Survival of Guarantors Liability
 3.1
    
    The Guarantors liability to the Trustees under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by
the Trustees, the Agents, the Lenders and/or the Hermes Agent to or with any of
the Obligors or the Builder or Hermes in respect of any of their obligations
under the Loan Agreements and each other Security Document to which any of the
Obligors, the Builder or Hermes is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any
of the Obligors, the Builder or Hermes; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection
or avoidance of or any defect in any security granted by, or the obligations of
any of the Obligors, the Builder or Hermes under, the Loan Agreements and each
other Security Document to which any of the Obligors, the Builder or Hermes is
a party or any amendment to or variation thereof or of any other document or
security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of
the Obligors, the Builder or Hermes or the merger of any of the Obligors, the
Builder or Hermes with any other corporate entity; or
 283




---



##### 



3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings
analogous thereto) of any of the Obligors, the Builder or Hermes or the
appointment of a receiver or administrative receiver or administrator or
trustee or similar officer of any of the assets of any of the Obligors, the
Builder or Hermes or the occurrence of any circumstances whatsoever affecting
any Obligors, the Builders or Hermes liability to discharge its obligations
under the Loan Agreements and each other Security Document to which it is a
party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any
of the Obligors, the Builder or Hermes in respect of any claim by the Guarantor
by right of subrogation in any such liquidation; or3.1.7
    
    any release of any other Obligor, the Builder or Hermes or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Security Documents or the provision to the Trustees,
the Agents, any of the Lenders or the Hermes Agent at any time of any further
security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of any co-guarantor and/or indemnitor who is now
or may hereafter become under a joint and several liability with the Guarantor
under this Deed or the release of any other guarantor, indemnitor or other
third party obligor in respect of the obligations of any Obligor or the Builder
under any of the Security Documents; or3.1.9
    
    any failure on the part of the Trustees, the Agents, any of
the Lenders or the Hermes Agent (whether intentional or not) to take or perfect
any security agreed to be taken under or in relation to any of the Security
Documents or to enforce any of the Security Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the Outstanding
Indebtedness) which might otherwise constitute a legal or equitable discharge
of any of the Guarantors obligations under this Deed.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Trustees or the Agents on behalf of
the Lenders of each and every part and the ultimate balance of the Outstanding
Indebtedness in accordance with the Loan Agreements and each other Security
Document to which any of the Obligors or the Builder is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Trustees, the Agents, any of the Lenders or the Hermes
Agent from time to time in respect of the Outstanding Indebtedness or any part
thereof.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Trustees or any
discharge given by the Trustees to the Guarantor or any other agreement reached between
 284




---



##### 



4.3
    
    This Deed shall remain the property of the Trustees and, notwithstanding that
all monies and liabilities due or incurred by any of the Obligors or the Builder to the
Trustees which are guaranteed hereunder shall have been paid or discharged, the
Trustees shall be entitled not to discharge this Deed or any security held by the
Trustees for the obligations of the Guarantor hereunder for such period as may in the
reasonable opinion of the Trustees be necessary or appropriate under any applicable
insolvency law after the last of such monies and liabilities have been paid or
discharged and in the event of bankruptcy, winding-up or any similar proceedings being
commenced in respect of any of the Obligors or the Builder, the Trustees shall be at
liberty not to discharge this Deed or any security held by the Trustees for the
obligations of the Guarantor hereunder for and during such further period as the
Trustees may determine at their sole discretion.
 5
    
    Exclusion of the Guarantors Rights
 5.1
    
    Until the obligations of any Obligor or the Builder under the Loan Agreements
and each other Security Document to which any Obligor or the Builder is a party have
been fully performed, the Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Trustees may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Trustees:
 (a)
    
    exercise in respect of any amount paid by the
Guarantor hereunder any right of indemnity, subrogation, contribution
or any other right or remedy which it may have in respect thereof; or(b)
    
    claim payment of any other monies for the time
being due to the Guarantor or to which it may become entitled or
exercise or enforce or benefit from any other right, remedy or security
in respect thereof; or(c)
    
    prove in a liquidation of any Obligor or the
Builder in competition with the Trustees for any monies owing to the
Guarantor by any other Obligor or the Builder on any account
whatsoever,
 PROVIDED ALWAYS
 285




---



##### 



6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to such account of the
Trustees with such bank or financial institution as the Trustees may from time to time
notify to the Guarantor in writing.
  6.2
    
    Without prejudice to the provisions of Clause 6.1, if any Lender or an Agent or
the Trustees on its behalf is required to make any payment on account of Tax (not being
a tax imposed on the net income of its Office by the jurisdiction in which it is
incorporated or in which its Office is located or any other tax existing and applicable
on the date of this Deed under the laws of any jurisdiction) on or in relation to any
sum received or receivable hereunder by such Lender or Agent or the Trustees on its
behalf (including, without limitation, any sum received or receivable under this Clause
6) or any liability in respect of any such payment is asserted, imposed, levied or
assessed against such Lender or Agent or the Trustees on its behalf, the Guarantor
shall, upon demand of the relevant Agent, indemnify such Lender or Agent or the
Trustees against such payment or liability, together with any interest, penalties and
expenses payable or incurred in connection therewith, other than interest, penalties,
and expenses:
 6.2.1
    
    that accrue during any periods of time beginning on the thirty first
(31st) day (or such longer period as any Lender may reasonably
require) following the day on which the Lender or an Agent or the Trustees, as
applicable, has actual knowledge of the imposition or assertion of such Taxes
or other Taxes; or6.2.2
    
    that are otherwise imposed or asserted on account of the bad faith or wilful
neglect of such Lender or Agent or the Trustees.
   286




---



##### 



6.3
    
    No person to which a Lender assigns part or all of its interest under this Deed
pursuant to clause 17 of a Loan Agreement shall be entitled to receive any greater
increase in payment under Clause 6.1 than the assigning Lender would have been entitled
to receive with respect to the rights assigned unless such assignment shall have been
made at a time when the circumstances giving rise to such greater payment did not exist
and were not reasonably anticipated or reasonably foreseeable.6.4
    
    The certificate of the Trustees from time to time as to sums owed by any
Obligor or the Builder under the Security Documents and sums owed by the Guarantor
hereunder shall, save for manifest error, be conclusive and binding for all purposes
and prima facie evidence of the existence and extent of such debts in any legal action
or proceedings arising in connection herewith.6.5
    
    The provisions of Clause 7.3 of each of the Loan Agreements shall apply hereto
(mutatis mutandis) as if set out in full herein.
 7
    
    Enforcement
 7.1
    
    The Trustees shall not be obliged before taking steps to enforce this Deed to
take any action whatsoever against any of the Obligors, the Builder or Hermes under the
Loan Agreements or any other Security Documents to which they are a party and the
Guarantor hereby waives all such formalities or rights to which it would otherwise be
entitled or which the Trustees would otherwise first be required to satisfy or fulfil
before proceeding or making demand against the Guarantor hereunder provided that the
Trustees shall not be entitled to enforce their rights under this Deed otherwise than
in circumstances which would constitute an Event of Default and subject to the
provisions of the Co-ordination Deed.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Trustees that:
 8.1.1
    
    it is a limited liability exempt company, duly incorporated and validly
existing under the laws of Bermuda, possessing perpetual corporate existence,
the capacity to sue and be sued in its own name and the power to own its assets
and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and all necessary
corporate or other action has been taken to authorise the entry into and
performance of this Deed;8.1.3
    
    this Deed constitutes its legal, valid and binding obligations enforceable in
accordance with its terms;8.1.4
    
    the entry into and performance of this Deed and the transactions contemplated
hereby do not and will not be a breach of or conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or
 287




---



##### 



(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
  8.1.5
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or by
which it may be bound (including, inter alia, this Deed);8.1.6
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and the transactions contemplated hereby have been obtained or
effected and are in full force and effect;8.1.7
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed was and remains true and correct in all material respects and there are no
other material facts or considerations the omission of which would render any
such information misleading;8.1.8
    
    the Guarantor has fully disclosed in writing to the Lenders through the
Agents all facts relating to the NCLC Group which it knows or should reasonably
know and which might reasonably be expected to influence the Lenders in
deciding whether or not to enter into the Loan Agreements;8.1.9
    
    the Accounts for the financial year ended 31 December 2004 (which accounts
will be prepared in accordance with GAAP) will fairly represent the
consolidated financial condition of the NCLC Group as at 31 December 2004 and
from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to each of the Agents (in this Clause 8.1.9 NCLC Group
shall have the meaning ascribed to it in Clause 11.4);8.1.10
    
    the claims of the Trustees against the Guarantor under this Deed will rank
at least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.11
    
    subject to Clause 10.6, no member of the NCLC Group has taken any corporate
action nor have any other steps been taken or legal proceedings been started or
(to the best of the Guarantors knowledge and belief) threatened against any
member of the NCLC Group for its winding-up or dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of it or any or all of its assets or revenues nor
has any member of the NCLC Group sought any other relief under any applicable
insolvency or bankruptcy law;
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8.1.12
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;8.1.13
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against any member of the
NCLC Group with respect to Taxes which might, if such claims were successful,
have a material adverse effect on its business, assets or financial condition;8.1.14
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed;8.1.15
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.16
    
    the Shares and all the shares in the Manager are legally and beneficially
owned by the Shareholder, all the shares in the Sub-Agent are legally and
beneficially owned by NCL International, all the shares in the Shareholder are
legally and beneficially owned by Arrasas, all the shares in Arrasas are
legally and beneficially owned by the Guarantor and all the shares in the
Supervisor are legally and beneficially owned by the Original Guarantor and
such structure shall remain so throughout the currency of this Deed. Further,
no Event of Default has occurred under Clause 11.2 in respect of the ownership
and/or control of the shares in the Guarantor;8.1.17
    
    the Guarantor does not have a place of business in any jurisdiction which
would require this Deed to be filed or registered (if it had a place of
business in that jurisdiction) to ensure the validity of this Deed; and8.1.18
    
    it has reviewed and agrees to all the terms and conditions of the Loan
Agreements and each other Security Document to which any Obligor or the Builder
is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.8, 8.1.15 and 8.1.18 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor or the Builder have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to each of the Agents:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy
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9.2.2
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each quarter of each financial year) a Certified Copy of the unaudited
consolidated accounts of the NCLC Group for that quarter (commencing with the
unaudited accounts made up to 31 March 2004);9.2.3
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each financial year), beginning with the year ending 31
December 2004, annual cash flow projections on a consolidated basis of the NCLC
Group showing on a monthly basis advance ticket sales (for at least twelve (12)
months following the date of such statement) for the NCLC Group;9.2.4
    
    as soon as practicable (and in any event not later than 31 January of each
financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year; and(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including an income statement and
projected results for the operation of the vessels owned and/or
operated by any member of the NCLC Group) and an outline of the
assumptions supporting such budget and financial projections including
but without limitation any scheduled drydockings;
 9.2.5
    
    from time to time (but at intervals no more frequently than annually at the
Guarantors expense unless an Event of Default has occurred and is continuing)
within fifteen (15) days of receiving any request to that effect from an Agent,
a valuation of each of the vessels in the NCLC Fleet obtained in accordance
with the provisions of clause 10.18 of the relevant Loan Agreement;9.2.6
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of its financial year and within
one hundred and twenty (120) days after the close of each financial year) a
statement signed by the NCLC Groups chief financial officer in the form of
Schedule 1 (commencing with the first quarter of the financial year ending 31
December 2004);9.2.7
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as an Agent may request;9.2.8
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Guarantor, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency); and
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9.2.9
    
    promptly, such information as an Agent may request regarding the Bonds,
either before their issue or during their lifetime.
 NCLC Group
 9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with GAAP.9.4
    
    The Guarantor will notify the Trustees and the Agents of any Event of Default
forthwith upon the Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed are obtained and promptly renewed from time to time and will promptly
furnish certified copies thereof to each of the Agents and will procure that the terms
of the same are complied with at all times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.9.7
    
    Forthwith upon the execution of this Deed, and as a condition precedent to the
amendment and restatement of the Original Loan Agreements, the Guarantor shall deliver
to each of the Agents a letter addressed to that Agent irrevocably and unconditionally
authorising and instructing the Agent forthwith to execute on behalf of the Guarantor
each Transfer Certificate delivered to the Agent pursuant to clause 17 of the relevant
Loan Agreement, such letter to be in substantially the form of Schedule 2.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period under each of the Loan
Agreements.10.2
    
    Except with the prior written consent of the Agents, the Guarantor will not,
and will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 10.2.1
    
    the Borrower may agree to sell the Vessel on the condition that
contemporaneously with the completion of the sale the Loans are prepaid in
accordance with the provisions of clause 4.6 of each of the Loan Agreements;
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10.2.2
    
    the Borrower may let the Vessel on charter in accordance with the provisions
of clause 10 of each of the Loan Agreements;10.2.3
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.2.4
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.2.5
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.2.6
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following the
sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of the Original
Guarantor, transfer to other wholly owned Subsidiaries of the Original
Guarantor its vessels NORWEGIAN WIND, NORWEGIAN DREAM, NORWEGIAN SEA,
NORWEGIAN MAJESTY, NORWEGIAN CROWN and MARCO POLO (the Six Vessels) for
their transfer values as set out in schedule 8 to the Loan Agreement and sell
m.v. NORWAY to a third party and, prior to the sale of its shares as
aforesaid, transfer its vessel NORWEGIAN SKY to Pride of Aloha, Inc., a
wholly owned Subsidiary of the Shareholder;10.2.7
    
    the Shareholder may assign, pledge or charge the Shares as security for the
obligations of the Borrower under the Loan Agreements;10.2.8
    
    Arrasas may transfer its shares in NCLL to IOL and the Original Guarantor may
transfer its shares in Arrasas to the Guarantor; and10.2.9
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.3
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not, and will procure that no other member of the NCLC Group will, make any loan or
advance or extend credit to any person, firm or corporation (except any loan, advance
or credit made available to passengers on board a vessel for gambling purposes or to
ships agents and except any loan, advance or credit to the Guarantor or a wholly-owned
Subsidiary of the Guarantor, which loan, advance or credit is fully subordinated to the
rights of the Beneficiaries under the Security Documents).10.4
    
    The Guarantor will procure that none of the owners or prospective owners of
mortgaged vessels in the NCLC Fleet will issue or enter into any guarantee or indemnity
or otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation, otherwise than in the ordinary course of its business as
owner of its vessels. Subject to the above provision of this
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PROVIDED THAT
 10.5
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not, and will procure that no other member of the NCLC Group will, make or threaten to
make any substantial change in its business as presently conducted, or carry on any
other business which is substantial in relation to its business as presently conducted
so as to affect, in the opinion of the Agents, the ability of the Guarantor or any
other Obligor to perform its obligations under the Security Documents to which it is a
party PROVIDED THATany new leisure or hospitality venture embarked upon by any member
of the NCLC Group (other than the Borrower) shall not constitute a substantial change
in its business and PROVIDED THATNCLL may transfer the Six Vessels (as defined in
Clause 10.2.6) to wholly owned Subsidiaries of the Original Guarantor and m.v.
NORWEGIAN SKY to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder
as aforesaid, sell m.v. NORWAY to a third party, cease to be either an owner or
manager of ships and conduct such business as is contemplated by the restructure and
recapitalisation of the Group as more particularly described in the letter dated 12
December 2003 from NCLL to the Agents and the Hermes Agent and PROVIDED FURTHER THAT
any change of or discontinuation in the business activities of any Obligor in
accordance with the Apollo-Related Transactions, or any other change or discontinuation
that does not imperil the security created by any of the Security Documents or affect
the ability of any Obligor duly to perform any of its obligations under any Security
Document to which it is or may be a party from time to time, in each case in the
opinion of each of the Agents, shall be permitted.10.6
    
    Except with the prior consent of each of the Agents and Hermes, the Guarantor
will not enter into any amalgamation, restructure, substantial reorganisation, merger,
de-merger or consolidation or anything analogous to the foregoing and will procure that
no company in the NCLC Group (other than the Shareholder or NCL International) shall do
so. However, the prior consent of each of the Agents shall not be required in respect
of:
 10.6.1
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure which, for the avoidance of doubt,
may include the creation of new Subsidiaries, pursuant to the Apollo-Related
Transactions; or10.6.2
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure or acquisition involving wholly
owned (whether directly or indirectly) Subsidiaries of the Guarantor only,
including the creation of new Subsidiaries, which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor
duly to perform any of its obligations under any Security Document to which it
may be a party at any time,
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PROVIDED THAT
   NCLC Group
 10.7
    
    Except with the prior written consent of each of the Agents, the Guarantor will
not alter its financial year end.10.8
    
    The Guarantor has not taken and shall not take from any other Obligor or the
Builder any security or counter-security in respect of any of its obligations under
this Deed PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, takes any
security or counter-security as aforesaid, such security shall be held by the Guarantor
as trustee upon trust for the Trustees.
 11
    
    Financial Undertakings and Ownership and Control of the Guarantor
 11.1
    
    The Guarantor will ensure that:
 11.1.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);11.1.2
    
    either:
 (a)
    
    as at 30 September 2005 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); and
 11.1.3
    
    as at 30 September 2006 and as at the end of each subsequent financial
quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC
Group shall not exceed [**].
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11.2
    
    It will be an Event of Default if:
 11.2.1
    
    at any time when the ordinary share capital of the Guarantor is not publicly
listed on an Approved Stock Exchange or at any time when a dividend is to be
paid to the existing shareholders of the Guarantor by way of a share issue
pursuant to a public offering on an Approved Stock Exchange, the Lim Family
(together or individually) and Apollo in the aggregate do not or will not,
directly or indirectly, control the Guarantor and beneficially own, directly or
indirectly, at least fifty one per cent (51%) of the issued share capital of,
and equity interest in, the Guarantor; or11.2.2
    
    at any time following the listing of the ordinary share capital of the
Guarantor on an Approved Stock Exchange:
 (a)
    
    any Third Party:
 (i)
    
    owns legally and/or
beneficially and either directly or indirectly at least thirty
three per cent (33%) of the ordinary share capital of the
Guarantor; or(ii)
    
    has the right or the ability to
control either directly or indirectly the affairs of or the
composition of the majority of the board of directors (or
equivalent) of the Guarantor,
  (b)
    
    the Guarantor ceases to be a listed company on
an Approved Stock Exchange without the prior written consent of each of
the Agents,
 control body corporate
 11.3
    
    During any financial year of the Guarantor:
 11.3.1
    
    until the date on which the Guarantor becomes a listed company on an Approved
Stock Exchange (on which date the restriction contained in this
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##### 



(a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Guarantor which, in any financial year
of the Guarantor ending on or after 31 December 2007, do not exceed
fifty per cent (50%) of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the NCLC Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the NCLC Group in respect of each
previous financial year of the Guarantor ending on or after 31
December 2007, retained by the Guarantor and not previously
applied pursuant to this Clause 11.3.1(b), provided that the
Guarantor shall specify in a written notice to each of the
Agents a calculation (in reasonable detail) of the amount of
the current and retained Consolidated Net Income immediately
prior to such payment, distribution or dividend and the amount
thereof elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder of the Guarantors share capital attributable
to any member of the NCLC Group; or(e)
    
    by the Guarantor which are used to purchase or
redeem the share capital of the Guarantor (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Guarantor
or any other member of the NCLC Group or by any employee pension
benefit plan upon such persons death, disability, retirement, or
termination of employment or under the terms of any such employee
pension benefit plan or any other agreement under which such shares of
stock or related rights were issued; PROVIDED THATthe aggregate amount
of such purchases or redemptions under this paragraph (e) shall not
exceed in any fiscal year [*] (plus the
amount of net proceeds contributed to the Guarantor that were (x)
received by the Guarantor during such calendar year from sales of
equity interests of the Guarantor to directors, consultants, officers
or employees of the Guarantor or any other member of the NCLC Group in
connection with permitted employee compensation and incentive
arrangements and (y) from any key-man life insurance
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PROVIDED HOWEVER THAT
 11.3.2
    
    the Guarantor will procure that any dividends or other distributions and
interest paid or payable in connection with such dividends or other
distributions will be received promptly by the Guarantor directly or indirectly
from the Borrowers shareholder(s) (if such shareholder is not the Guarantor)
by way of dividend.
 11.4
    
    In Clause 11.1, Clause 11.2, Clause 11.3 and Schedule 1:
 11.4.1
    
    Affiliatemeans, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of
this definition, control(including, with correlative meanings, the terms
controlling, controlled byand under common control with), as applied to
any person, means the possession, directly or indirectly, of the power to vote
ten per cent (10%) or more of the securities having voting power for the
election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise;11.4.2
    
    Approved Stock Exchangemeans the New York Stock Exchange, NASDAQ or such
other stock exchange in the United States of America as is approved in writing
by each of the Agents;11.4.3
    
    Cash Balancemeans, at any date of determination, the unencumbered and
otherwise unrestricted cash and cash equivalents of the NCLC Group;11.4.4
    
    Consolidated Debt Servicemeans, for any relevant period, the sum (without
double counting), determined in accordance with GAAP, of:
 (a)
    
    the aggregate principal payable or paid during
such period on any Indebtedness for Borrowed Money of any member of the
NCLC Group, other than:
 (i)
    
    principal of any such
Indebtedness for Borrowed Money prepaid at the option of the
relevant member of the NCLC Group;
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(ii)
    
    principal of any such
Indebtedness for Borrowed Money prepaid upon the sale or Total
Loss of any vessel owned or leased under a capital lease by
any member of the NCLC Group or under an Apollo-Related
Transaction; and(iii)
    
    balloon payments of any such
Indebtedness for Borrowed Money payable during such period (and
for the purpose of this paragraph (iii) a balloon payment
shall not include any scheduled repayment instalment of such
Indebtedness for Borrowed Money which forms part of the
balloon) or under an Apollo-Related Transaction;
 (b)
    
    Consolidated Interest Expense for such period;(c)
    
    the aggregate amount of any dividend or
distribution of present or future assets, undertakings, rights or
revenues to any shareholder of any member of the NCLC Group (other than
the Guarantor or one of its wholly owned Subsidiaries) or any
distribution in respect of share capital during such period
(Distributions) other than the Distributions described in Clauses
11.3.1(a) and (d); and(d)
    
    all rent under any capital lease obligations by
which the Guarantor or any consolidated Subsidiary is bound which are
payable or paid during such period and the portion of any debt discount
that must be amortised in such period,
  11.4.5
    
    Consolidated EBITDAmeans, for any relevant period, the aggregate of:
 (a)
    
    Consolidated Net Income from the Guarantors
operations for such period;(b)
    
    the aggregate amounts deducted in determining
Consolidated Net Income for such period in respect of gains and losses
from the sale of assets or reserves relating thereto, Consolidated
Interest Expense, depreciation and amortisation, impairment charges and
any other non-cash charges and deferred income tax expense for such
period;
 11.4.6
    
    Consolidated Interest Expensemeans, for any relevant period, the
consolidated interest expense (excluding capitalised interest) of the NCLC
Group for such period;
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11.4.7
    
    Consolidated Net Incomemeans, for any relevant period, the consolidated
net income (or loss) of the NCLC Group for such period as determined in
accordance with GAAP;11.4.8
    
    Free Liquiditymeans, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under any revolving
or other credit facilities of the NCLC Group, which remain undrawn, could be
drawn for general working capital purposes or other general corporate purposes
and would not, if drawn, be repayable within six (6) months;11.4.9
    
    Lim Familymeans:
 (a)
    
    the late Tan Sri Lim Goh Tong;(b)
    
    his spouse;(c)
    
    his direct lineal descendants;(d)
    
    the personal estate of any of the above
persons; and(e)
    
    any trust created for the benefit of one or
more of the above persons and their estates;
 11.4.10
    
    NCLC Groupmeans, for the purposes of this Clause 11, the Guarantor, its
Subsidiaries and any other entity which is required to be consolidated in the
Guarantors accounts in accordance with GAAP;11.4.11
    
    Third Partymeans any person or group of persons acting in concert (as the
expression acting in concertis defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;11.4.12
    
    Total Capitalisationmeans, at any date of determination, Total Net Funded
Debt plus the consolidated stockholders equity of the NCLC Group at such date
determined in accordance with GAAP and derived from the then latest unaudited
and consolidated accounts of the NCLC Group delivered to each of the Agents in
the case of the first three (3) quarters of each financial year and the then
latest Accounts delivered to each of the Agents in the case of the final
quarter of each financial year;11.4.13
    
    Total Net Funded Debtmeans, as at any relevant date:
 (a)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(b)
    
    the amount of any Indebtedness for Borrowed
Money of any person which is not a member of the NCLC Group but which
is guaranteed by a member of the NCLC Group as at such date;
  11.5
    
    Save as specified in Clause 11.1.2, the ratios referred to in Clause 11.1 will
be measured on a quarterly basis by reference to the consolidated accounts of the NCLC
Group.
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12
    
    Discharge
 12.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Trustees or the Agents on behalf of the Lenders of all the Outstanding Indebtedness the
Trustees will at the Guarantors request return this Deed to the Guarantor and shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Trustees may at such time have in the security for the Outstanding Indebtedness and to
the proceeds of any such rights or security.
 13
    
    Assignment and Transfer
 13.1
    
    This Deed shall be binding upon and enure to the benefit of the Trustees and
each of their respective successors and assigns.13.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.13.3
    
    A Trustee may transfer its rights hereunder to any person to whom the rights
and obligations of that Trustee under the Agency and Trust Deed are transferred in
accordance with the Agency and Trust Deed.13.4
    
    Any Beneficiary may disclose to any actual or potential assignee or Transferee
or to any person who may otherwise enter or propose to enter into contractual relations
with such Beneficiary in relation to the relevant Loan Agreement and this Deed any
information about the Obligors and the NCLC Group as such Beneficiary shall reasonably
consider necessary for the purposes of inviting expressions of interest from other
banks or financial institutions SUBJECT ALWAYSto the relevant Beneficiary procuring
the execution by the potential assignee or Transferee or any other person as aforesaid
of a Confidentiality Undertaking.13.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 14
    
    Miscellaneous Provisions
 14.1
    
    No failure to exercise and no delay in exercising on the part of the Trustees
or any of the other Beneficiaries any right or remedy under this Deed or under any
other of the Security Documents shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. No waiver by the Trustees or any
of the other Beneficiaries shall be effective unless it is in writing.14.2
    
    The rights and remedies of the Beneficiaries provided herein and in the other
Security Documents are cumulative and not exclusive of any rights or remedies provided
by law.14.3
    
    If any provision of this Deed or the Loan Agreements or any other Security
Document to which any Obligor or the Builder is a party is prohibited or unenforceable
in any jurisdiction, such prohibition or unenforceability shall not
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invalidate the remaining provisions hereof or thereof or affect the validity or
enforceability of such provision in any other jurisdiction.14.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 15
    
    Waiver of Immunity
 15.1
    
    The Guarantor irrevocably and unconditionally:
 15.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Trustees in relation to this Deed; and15.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 16
    
    Notices
 16.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telefax.16.2
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered by the Trustees to the Guarantor pursuant to this Deed shall (unless the
Guarantor has by fifteen (15) days written notice to the Trustees specified another
address) be made or delivered to the Guarantor at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America marked for the attention of the Chief Financial
Officer (telefax no. +1 305 436 4140) and the Legal Department (telefax no. +1 305 436
4117) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo
Management, LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of
America marked for the attention of Mr Steven Martinez (telefax no. +1 212 515 3288)
and shall be deemed to have been made or delivered (in the case of any telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address PROVIDED THATif the copy of any notice, demand or other
communication is not received by the Investors it shall not affect the deemed making or
delivery of the notice, demand or other communication. Any notice, demand or other
communication to be made or delivered by the Guarantor to the Trustees or the Agents
pursuant to this Deed shall (unless the Trustees or the Agents (as the case may be)
have by fifteen (15) days written notice to the Guarantor specified another address)
be made or delivered to the Trustees or the Agents at their office for the time being
which is at present HSBC Bank plc, Project and Export Finance, 8 Canada Square, London
E14 5HQ, England marked for the attention of Mr Alan Marshall (telefax no. +44 (0)20
7992 4428) and shall be deemed to have been made or delivered (in the case of any
telefax) when transmission of such telefax communication has been completed or (in the
case of any letter) when delivered to the aforesaid address or (as the case may be)
five (5)
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days after being deposited in the post first class postage prepaid in an envelope addressed to it at
that address.16.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 17
    
    Governing Law
 17.1
    
    This Deed shall be governed by and construed in accordance with English law.
 18
    
    Jurisdiction
 18.1
    
    For the exclusive benefit of the Trustees, the Guarantor agrees that any legal
action or proceeding arising out of this Deed may be brought in the High Court of
Justice in England and irrevocably submits to the jurisdiction of that court. The
submission by the Guarantor to such jurisdiction shall not limit the right of the
Trustees to commence any proceedings arising out of this Deed in whatsoever
jurisdiction they may choose, nor shall the commencement of any such legal action or
proceeding in one (1) jurisdiction preclude the Trustees from beginning any further or
other such legal action or proceeding in the same or any other jurisdiction.18.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )by
    
    
    )its duly appointed attorney-in-fact
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )acting by
    
    
    )its duly appointed attorney-in-fact
    
    
    )as the Hermes Loan Trustee and the
    
    
    )Commercial Loan Trustee
    
    
    )in the presence of:
    
    
    )
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Schedule 1
  303




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Statement
of Financial Covenants as of [     ] 20[   ] (in USD00)
  304




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Schedule 2
  305




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Schedule 4
  306