##### 



Exhibit 4.61
   DATED 21 DECEMBER 2007
 NCL CORPORATION LTD.
(as indemnifier)
 NORWEGIAN SUN LIMITED
NORWEGIAN DAWN LIMITED
(as owners)
 THE SEVERAL BANKS
particulars of which are set out in Appendix A
(as issuing banks)
 DnB NOR BANK ASA
(as agent)
  ___________________________
 THIRD SUPPLEMENTAL DEED TO
LETTERS OF CREDIT
FACILITY AGREEMENT
dated 23 September 2005 (among other things)
 ___________________________
 [**]




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Facility Agreement, Original Deeds of Covenants and other Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    44
    
    Representations and Warranties
    
    
    65
    
    Fee and Expenses
    
    
    76
    
    Further Assurance
    
    
    77
    
    Counterparts
    
    
    78
    
    Notices
    
    
    79
    
    Governing Law
    
    
    810
    
    Jurisdiction
    
    
    8Schedule 1
    
    Particulars of Agent and Issuers
    
    
    11Schedule 2
    
    Amended and Restated Facility Agreement
    
    
    12Schedule 3
    
    Amended and Restated Deed of Covenants  Norwegian Sun
    
    
    97Schedule 4
    
    Amended and Restated Deed of Covenants  Norwegian Dawn
    
    
    98




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THIRD SUPPLEMENTAL DEED
 DATED     21 December 2007
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
indemnifier (the Indemnifier);(2)
    
    NORWEGIAN SUN LIMITEDof Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as owner
(Norwegian Sun);(3)
    
    NORWEGIAN DAWN LIMITEDof International House, Castle Hill, Victoria Road, Douglas, Isle of
Man, British Isles IM2 4RB as owner (Norwegian Dawn and together with Norwegian Sun the
Owners);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Appendix A (collectively the Issuers
and each individually an Issuer); and(5)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Issuers
(the Agent).
 WHEREAS
 (A)
    
    By a letters of credit facility agreement dated 23 September 2005 as amended by a first
supplemental deed thereto dated 13 November 2006 and a second supplemental deed thereto dated
22 December 2006 (the Original Facility Agreement) made between (among others) (1) the
Indemnifier as indemnifier (2) the Issuers as issuers and (3) the Agent as agent for the
Issuers, the Issuers agreed to issue in favour of Chase Merchant Services, LLC letters of
credit in the aggregate maximum amount of one hundred million Dollars (USD100,000,000). The
repayment of the Indebtedness by the Indemnifier has been secured by (among other things)
second priority Bahamian statutory mortgages dated 23 September 2005 and 28 December 2006 and
collateral deeds of covenants also dated 23 September 2005 and 28 December 2006 granted by the
Owners respectively over m.v.s NORWEGIAN SUN and NORWEGIAN DAWN (the said deeds of
covenants together the Original Deeds of Covenants).(B)
    
    The Indemnifier has requested the amendment of certain provisions of the Original Facility
Agreement and the Original Deeds of Covenants (among other things) to enable NCL Investment
Ltd. (Investor I) and NCL Investment II Ltd. (Investor II and together with Investor I the
Investors), each a subsidiary of the private equity group Apollo Management, LP, to make a
one billion Dollar (USD1,000,000,000) cash equity investment in the Indemnifier.As at the date of this third supplement to (among other things) the Original Facility
Agreement (this Deed), the Indemnifier is a wholly-owned subsidiary of Star Cruises
Limited (Star). Upon completion of the transactions contemplated by the Subscription
Agreement, the Indemnifier will be held by Star and the Investors in equal shares and the
Investors, under the Shareholders Agreement, will have majority control of the board of
directors of the Indemnifier and voting control of shares in the Indemnifier, with certain
reserved matters subject to the consent of Star. Accordingly, the Indemnifier 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 Indemnifier
and vote Stars shares in the Indemnifier 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.
 1




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(C)
    
    The consent of the Issuers and the Agent is given in respect of the above matters on the
terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Facility Agreement shall have the meanings
set out therein. In addition, the following terms and expressions shall have the
meanings set out below:Apollo Transaction Documents means the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Deeds of Covenants means the Original Deeds of Covenants as amended and restated
by this Deed and as set out in Schedule 3 and Schedule 4;Facility Agreement means the Original Facility Agreement as amended and restated
by this Deed and as set out in Schedule 2;New Shares means the new ordinary shares in the Indemnifier to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Indemnifiers enlarged share capital;Restatement Date means the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Indemnifier pursuant to
which the affairs of the management of the Indemnifier 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 Indemnifier pursuant to which
the parties have agreed that the Investors shall subscribe for and the Indemnifier
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.
 2




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1.2
    
    The provisions of Clauses 1.2, 1.3 and 20.23 of the Facility Agreement shall
apply hereto (mutatis mutandis).
 2
    
    Amendment of Original Facility Agreement, Original Deeds of Covenants and other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date each of the Original Facility Agreement and the
Original Deeds of Covenants shall be amended and restated to read in accordance with
the amended and restated facility agreement and deeds of covenants as set out in
Schedule 2, Schedule 3 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
    
    The Indemnifier and each of the Owners hereby confirms to the Agent that with
effect from the Restatement Date:
 2.2.1
    
    all references to the Original Facility Agreement in the
Security Documents to which it is a party shall be construed as references to
the Facility Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Facility Agreement shall be
defined by reference to the Facility Agreement;2.2.2
    
    the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Facility Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and2.2.4
    
    its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Indemnifier under the Facility Agreement and the other Security Documents
as amended by this Deed.
 2.3
    
    With effect from the Restatement Date the Issuers and the Agent acknowledge and
agree that, to the extent a provision of a Security Document which has not been amended
and restated by this Deed conflicts with a provision of the Facility Agreement and/or
any other Security Document which has been amended and restated by this Deed, the
provision of the Facility Agreement and/or the amended and restated Security Document
shall prevail. Further, the Issuers and the Agent will do or procure the doing of all
such acts and/or execute or procure the execution of all such documents in a form
satisfactory to the Agent as the Agent may reasonably consider necessary for giving
full effect to this Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Facility
Agreement and the other Security Documents shall remain in full force and effect and
nothing herein contained shall relieve the Indemnifier, either of the Owners or any
other Obligor from any of its respective obligations under any such documents.
 3




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3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Facility Agreement and the
Original Deeds of Covenants provided for in Clause 2 is conditional upon and shall not
be effective unless and until the Agent has received the following in form and
substance satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Indemnifier and each of the Owners;(b)
    
    a written confirmation from the Process Agent
that it will act for the Indemnifier and each of the Owners as agent
for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement; and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
the Indemnifier and each of the Owners (together the Relevant
Parties):
 (i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant Party of its obligations under this Deed or
if no such consents are required a certificate from a duly
appointed officer of the Relevant Party to this effect
confirming that no such consents are required;(ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a
copy of its Certificate of Incorporation and Memorandum
of Association and Bye-Laws (or equivalent
constitutional documents) evidencing power to enter
into the transactions contemplated in this Deed;(2)
    
    giving the
names of its present officers and directors;(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




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(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and the issue of any power of attorney to execute the
same; and(6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;
 or (if applicable) certifying that there has been no change
to the statements made in his or her secretarys certificate
last provided to the Agent with respect to paragraphs (1),
(2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and
attaching copies of resolutions passed at duly convened
meetings of the directors and, if required by the Agent, the
shareholders of each of the Relevant Parties authorising (as
applicable) the execution of this Deed and the issue of any
power of attorney to execute the same;
 (e)
    
    the original powers of attorney, if any, issued
pursuant to the resolutions referred to above and notarially attested;
 3.1.2
    
    evidence of completion having taken place under the
Subscription Agreement and in particular but without limitation of the issue of
the New Shares to the Investors and of the payment of the Subscription Price by
the Investors to the Indemnifier;3.1.3
    
    evidence that each of the Issuers has received payment of the
restructuring fee to which it is entitled as more particularly described in
Clause 5.1; and3.1.4
    
    the issue of such favourable written legal opinions including
in respect of Bermuda and the Isle of Man in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby and by the
Apollo Transaction Documents governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Restatement
Date (subject to Clause 3.2).3.2
    
    If the Agent in accordance with clause 14 of the Original Facility Agreement
decides to permit the amendment and restatement of the Original Facility Agreement and
the Original Deeds of Covenants hereby without having received all of the documents or
evidence referred to in Clause 3.1, the Indemnifier will nevertheless deliver the
remaining documents or evidence to the Agent within fourteen (14) days of the
Restatement Date (or such other period as the Agent may stipulate) and the amendment
and restatement of the Original Facility Agreement and the Original Deeds of Covenants
as aforesaid shall not be construed as a waiver of the Agents right to receive the
documents or evidence as aforesaid nor shall this
provision impose on the Agent or the Issuers any obligation to permit the amendment
and restatement in the absence of such documents or evidence.
 5




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4
    
    Representations and Warranties
 4.1
    
    The Indemnifier and each of the Owners represents and warrants to the Agent and
the Issuers that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions and documents;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Agent;4.1.4
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; 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 Agent in deciding whether or not
to enter into this Deed.
 6




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5
    
    Fee and Expenses
 5.1
    
    The Indemnifier shall pay to each of the Issuers not later than five (5)
Business Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that an Issuer which is the provider of any
other loan or other facility to the Indemnifier or any other member of the NCLC Group
shall only be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Original Facility Agreement or the
Facility Agreement to the contrary, no Issuer shall be required to share with the other
Issuers and/or the Agent any such restructuring fee received.5.2
    
    The Indemnifier and the Owners jointly and severally undertake to reimburse the
Agent and the Issuers on demand of the Agent on a full indemnity basis for the
reasonable charges and expenses (together with value added tax or any similar tax
thereon and including without limitation the fees and expenses of legal and other
advisers) incurred by the Agent and/or the Issuers in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and any
other documents required in connection with the implementation of this Deed.
 6
    
    Further AssuranceThe Indemnifier and each of the Owners will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to this Deed or any of the documents contemplated
hereby or securing to the Agent the full benefit of the rights, powers and remedies
conferred upon the Agent in any such document.7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Indemnifier or an Owner pursuant to this Deed shall (unless the
Indemnifier or the Owner has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Indemnifier and/or the Owner c/o
7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for
the attention of the Chief Financial Officer and the Legal Department) (but one (1)
copy shall suffice). Any notice, demand or other communication to be made or delivered
by the Indemnifier or an Owner pursuant to this Deed shall (unless the Agent has by
fifteen (15) days written notice to the Indemnifier or the Owner specified another
address) be made or delivered to the Agent at its address, 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 Indemnifier and the Owners is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) and in the case of the Agent is as recorded in Schedule 1)
specified by it from time to time for the purpose and
 7




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shall be deemed to have been received when transmission of such telefax
communication has been completed. Each such telefax communication, if made to the
Agent by the Indemnifier or an Owner, shall be signed by the person or persons
authorised in writing by the Indemnifier or the Owner (as the case may be) and whose
signature appears on the list of specimen signatures contained in the secretarys
certificate required to be delivered by Clause 3 and shall be expressed to be for
the attention of the department or officer whose name has been notified for the time
being for that purpose by the Agent to the Indemnifier and the Owner.8.3
    
    The provisions of clauses 23.1, 23.5 and 23.6 of the Original Facility
Agreement shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Agent and the Issuers 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 Indemnifier nor either of the Owners 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 Indemnifier and/or the Owners
(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 Indemnifiers
and/or the Owners (as the case may be) process agent with unconditional authority to
receive and acknowledge service on behalf of the Indemnifier and/or the Owners of all
process or other documents connected with proceedings in the English courts which
relate to this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, the Indemnifier
and each of the Owners 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 Issuer)
to act as the Indemnifiers or that Owner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 Indemnifier or the Owners (as the case
may be) of the service of any process or to forward any process to the Indemnifier or
the Owners (as the case may be)) shall invalidate any proceedings or judgment.
 8




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10.5
    
    The Indemnifier and each of the Owners 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 Indemnifier and/or the Owners (as
the case may be) and may be enforced without review in any other jurisdiction.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or the
Issuers 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
    
    
    )
    
    
    /s/ P A Turnerby Paul Turner
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of: Grace Yuen Yee Fung
    
    
    )Trainee SolicitorOne, St. Pauls ChurchyardLondon, EC4M 8SHSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ P A Turnerby Paul Turner
    
    
    )for and on behalf of
    
    
    )NORWEGIAN SUN LIMITED
    
    
    )in the presence of: Grace Yuen Yee Fung, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ P A Turnerby Paul Turner
    
    
    )for and on behalf of
    
    
    )NORWEGIAN DAWN LIMITED
    
    
    )in the presence of: Grace Yuen Yee Fung, as above
    
    
    )
 9




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ J Cleggby Julie Clegg
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as the Agent and an Issuer
    
    
    )in the presence of: Grace Yuen Yee Fung, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ Christopher M. Sammsby Christopher M. Samms, Officer #9426
    
    
    )for and on behalf of
    
    
    )HSBC BANK USA, N.A.
    
    
    )in the presence of:
    
    Leslie LaFontaine
    
    
    )549 FDR DriveNew York, NY 10018  Bank OfficerSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ J Cleggby Julie Clegg
    
    
    )for and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )in the presence of:
    
     Grace Yuen Yee Fung

    
    
    )Trainee SolicitorOne, St. Pauls ChurchyardLondon, EC4M 8SH
 10




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Schedule 1
 Particulars of Agent and Issuers
 11




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Schedule 2
 Amended and Restated Facility Agreement
 12




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DATED 23 SEPTEMBER 2005
 NCL CORPORATION LTD.
(as indemnifier and credit support user)
 DnB NOR BANK ASA
HSBC BANK USA, N.A.
NORDEA BANK NORGE ASA
(as mandated lead arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Appendix A
(as issuing banks)
 DnB NOR BANK ASA
(as facility agent)
 
 LETTERS OF CREDIT
FACILITY AGREEMENT
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
 [**]
 13




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CONTENTS
 Page1
    
    Definitions and Interpretation
    
    
    162
    
    Issue and Cancellation of the Letters of Credit
    
    
    313
    
    Conditions Precedent and Subsequent
    
    
    324
    
    Representations and Warranties
    
    
    355
    
    Counter-Indemnity
    
    
    396
    
    Authority to Pay
    
    
    397
    
    Fees and Commissions
    
    
    418
    
    Security Documents
    
    
    419
    
    Covenants
    
    
    4210
    
    Events of Default
    
    
    5011
    
    Set-Off and Lien
    
    
    5512
    
    Assignment and Transfer
    
    
    5613
    
    Payments, Reserve Requirements and Illegality
    
    
    5614
    
    Agent
    
    
    5815
    
    Sharing among the Issuers
    
    
    6416
    
    Default Procedure
    
    
    6517
    
    The Letters of Credit and the Issuers
    
    
    6518
    
    Communications
    
    
    6719
    
    General Indemnities
    
    
    6720
    
    Miscellaneous
    
    
    6921
    
    Waiver of Immunity
    
    
    72
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Page22
    
    Law and Jurisdiction
    
    
    72APPENDIX A
    
    Particulars of Agent, Mandated Lead Arrangers and Issuers
    
    
    75APPENDIX B
    
    Issue Request
    
    
    76APPENDIX C
    
    Form of Letter of Credit
    
    
    77APPENDIX D
    
    Quarterly Statement of Financial Covenants
    
    
    83APPENDIX E
    
    Apollo-Related Transactions
    
    
    86
 15




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FACILITY AGREEMENT
 Dated: 23 September 2005 (as amended and restated on 21 December 2007)
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD., a company validly existing under the laws of Bermuda with its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (the
Indemnifier);(2)
    
    THE SEVERAL BANKSparticulars of which are set out in Appendix A (collectively the Mandated
Lead Arrangers and each individually a Mandated Lead Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Appendix A (collectively the Issuers
and each individually an Issuer); and(4)
    
    DnB NOR BANK ASAacting through its office at Stranden 21, NO-0021 Oslo, Norway (the
Agent).
 WHEREAS:
 (A)
    
    Pursuant to an agreement dated 2 April 2003 as amended by a letter of assignment dated 26
March 2004 (the Merchant Services Bankcard Agreement) between Chase Merchant Services, LLC
(Chase), JPMorgan Chase Bank and the Indemnifier, the Indemnifier has agreed to procure the
issue in favour of Chase of letters of credit in the aggregate maximum amount of one hundred
million Dollars (USD100,000,000) to guarantee in part Chases risk as a credit card processor
to the Indemnifier for the Unfulfilled Ticket Liability (as defined in the Merchant Services
Bankcard Agreement).(B)
    
    At the request of the Indemnifier, the Mandated Lead Arrangers have arranged for the Issuers
to issue the Letters of Credit on the terms and conditions set out herein.
 IT IS AGREED
 1
    
    Definitions and Interpretation
 1.1
    
    DefinitionsIn this Agreement:
 1.1.1
    
    Acceleration Event means the service by the Agent of notice
pursuant to Clause 10.1 following the occurrence of an Event of Default.1.1.2
    
    Accounts means the audited consolidated profit and loss
account and balance sheet (including all additional information and notes
thereto) of the Indemnifier and its consolidated Subsidiaries together with the
relative directors and auditors reports.1.1.3
    
    Address for Service means Clifford Chance Secretaries
Limited whose registered office is presently at 10 Upper Bank Street, London
E14 5JJ or, in relation to any of the Security Parties, such other address in
England or Wales as that Security Party may from time to time designate by no
fewer than ten (10) days written notice to the Agent.
 16




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1.1.4
    
    Administration has the meaning given to it in paragraph
1.1.3 of the ISM Code.1.1.5
    
    Annex VI means 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).1.1.6
    
    Apollo means the Fund and any Fund Affiliate.1.1.7
    
    Apollo-Related Transactions means the transactions described
in Appendix E.1.1.8
    
    Apollo Transaction Documents means the Subscription
Agreement, the Shareholders Agreement and the Reimbursement Agreement.1.1.9
    
    Approved Stock Exchange means the New York Stock Exchange,
NASDAQ or such other stock exchange in the United States of America as is
approved in writing by the Agent (acting on the instructions of the Issuers).1.1.10
    
    Arrasas means Arrasas Limited of International House, Castle Hill, Victoria
Road, Douglas, Isle of Man IM2 4RB, British Isles.1.1.11
    
    Availability Termination Date means the date falling fourteen (14) days
from the date of this Agreement or such later date as the Issuers may in their
discretion agree.1.1.12
    
    Business Day means a day on which banks are open for the transaction of
business of the nature contemplated by this Agreement (and not authorised by
law to close) in New York, United States of America; London, England; Oslo,
Norway; and any other financial centre which the Agent may consider appropriate
for the operation of the provisions of this Agreement.1.1.13
    
    Cash Balance means, at any date of determination, the unencumbered and
otherwise unrestricted cash and cash equivalents of the NCLC Group.1.1.14
    
    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, accurate and neither amended nor revoked copy of the original by any
of the directors or the secretary or assistant secretary or the chief financial
officer for the time being of that company.1.1.15
    
    Commitment means, at any time, the amount certified by the Agent to be the
maximum amount of the Issuers Obligations at that time, whether actual or
contingent, present or future.1.1.16
    
    Communication means any notice, approval, demand, request or other
communication from one party to this Agreement to another.
 17




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1.1.17
    
    Communications Address means 7665 Corporate Center Drive, Miami, Florida
33126, United States of America (fax nos: +1 305 436 4140 and +1 305 436 4117)
marked for the attention of the Chief
Financial Officer and the Legal Department respectively but one (1) copy
shall suffice.1.1.18
    
    Company means, at any given time, the company responsible for the Vessels
compliance with the ISM Code pursuant to paragraph 1.1.2 of the ISM Code.1.1.19
    
    Compulsory Acquisition means requisition for title or other compulsory
acquisition of the Vessels 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.1.1.20
    
    Compulsory Acquisition Compensation means all compensation or other money
which may from time to time be payable to the Owners as a result of the
Compulsory Acquisition of the Vessels.1.1.21
    
    Consolidated Debt Service means, for any relevant period, the sum (without
double counting), determined in accordance with US 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;(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 (c) a balloon
payment shall not include any scheduled repayment instalment
of such Indebtedness for Borrowed Money which forms part of
the balloon) or under an Apollo-Related Transaction;
 (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 Indemnifier or one of its wholly owned Subsidiaries) or any
distribution in respect of share capital during such period
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(Distributions) other than the Distributions described in Clauses
9.3.1(a) and (d); and(d)
    
    all rent under any capital lease
obligations by which the Indemnifier 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 US GAAP and derived from the then latest
unaudited consolidated accounts of the NCLC Group delivered to the Agent
in the case of any period ending at the end of any of the first three (3)
financial quarters of each financial year of the Indemnifier and the then
latest Accounts delivered to the Agent in the case of the final quarter
of each such financial year.1.1.22
    
    Consolidated EBITDA means, for any relevant period, the aggregate of:
 (a)
    
    Consolidated Net Income from the
Indemnifiers operations for such period; and(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.
 1.1.23
    
    Consolidated Interest Expense means, for any relevant period, the
consolidated interest expense (excluding capitalised interest) of the NCLC
Group for such period.1.1.24
    
    Consolidated Net Income means, for any relevant period, the consolidated
net income (or loss) of the NCLC Group for such period as determined in
accordance with US GAAP.1.1.25
    
    Co-ordination Deeds means the two (2) deeds to be made between (i) the
First Mortgagee as first mortgagee, the Agent as second mortgagee and the Third
Mortgagee as third mortgagee, the relevant Owners as owners and the Indemnifier
as indemnifier or borrower (as the case may be) in respect of the First
Mortgage Documents, the Security Documents and the Third Mortgage Documents.1.1.26
    
    Currency of Account means, in relation to any payment to be made to the
Agent under or pursuant to any of the Security Documents, the currency in which
that payment is required to be made by the terms of the relevant Security
Document.1.1.27
    
    Disclosure Letter means the letter so designated, given by the Indemnifier
and acknowledged by the Agent (acting on the instructions of the Issuers) on
the date of this Agreement and containing details of any material litigation,
arbitration or administrative proceedings affecting any Security Party which
have been instituted and served, or, to
 19




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the knowledge of the Indemnifier,
threatened (and for this purpose proceedings shall be deemed to be material if
they involve a claim in an
amount exceeding ten million Dollars (USD10,000,000) or the equivalent in
another currency).1.1.28
    
    DnB NOR means DnB NOR Bank ASA of Stranden 21, NO-0021 Oslo, Norway as an
Issuer.1.1.29
    
    DnB NORs Transferee means a bank or financial institution approved by the
Indemnifier, which approval may be withheld if the bank or financial
institution is not acceptable to Chase, and the issuer of a Letter of Credit
pursuant to Clause 12.1.1.1.30
    
    DOC means a valid Document of Compliance issued for the Company by the
Administration pursuant to paragraph 13.2 of the ISM Code.1.1.31
    
    Earnings means, in respect of the Vessels, (whether earned or to be earned)
any and all freights, hire, fares and passage monies, proceeds of requisition
(other than Compulsory Acquisition Compensation), rebates and commissions, all
earnings deriving from contracts of employment, demurrage, charterparties,
contracts of affreightment, pooling agreements and joint ventures,
compensation, remuneration for salvage and towage services, damages howsoever
arising and detention monies, damages for breach of any charterparty or other
contract for the employment of the Vessels, 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 Owners.1.1.32
    
    Earnings Assignments means, pursuant to the Co-ordination Deeds, the second
priority deeds of assignment of the Earnings and Compulsory Acquisition
Compensation of the Vessels.1.1.33
    
    Effective Date means the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent.1.1.34
    
    Encumbrance means any mortgage, charge (fixed or floating), pledge, lien,
assignment, hypothecation, preferential right, option, title retention or trust
arrangement or any other agreement or arrangement which has the effect of
creating security or payment priority.1.1.35
    
    Event of Default means any of the events set out in Clause 10.2.1.1.36
    
    Extension Fee means an extension fee to be paid by the Indemnifier to the
Issuers pursuant to Clause 7.3.1.1.37
    
    Facility Period means the period beginning on the Issue Date and ending on
the date when the whole of the Indebtedness has been repaid in full and the
Security Parties have ceased to be under any further actual or contingent
liability to the Issuers under or in connection with the Security Documents.
 20




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1.1.38
    
    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.1.1.39
    
    First Mortgages means, pursuant to the Co-ordination Deeds, the first
priority statutory mortgages over the Vessels together with the collateral
deeds of covenants to be granted by the Owners in favour of the First Mortgagee
in respect of the obligations of the Indemnifier under the Loan Agreement.1.1.40
    
    First Mortgage Documents means the documents granted or to be granted by
the Owners to the First Mortgagee and/or the lenders under the Loan Agreement
as security for the obligations of the Indemnifier as borrower under the Loan
Agreement and including but without limitation the First Mortgages.1.1.41
    
    First Mortgagee means DnB NOR Bank ASA of Stranden 21, NO-0021 Oslo, Norway
as agent for (among others) the lenders under the Loan Agreement.1.1.42
    
    FMC Guarantee Facility Agreement means the agreement dated 20 April 2004 as
amended and restated by a supplemental agreement dated 16 July 2004 in respect
of a Federal Maritime Commission guarantee facility made between, among others,
NCLB as indemnifier and the Third Mortgagee.1.1.43
    
    Free Liquidity means, at any date of determination, the aggregate of the
Cash Balance and any amounts available for drawing under any revolving or other
credit facilities of the NCLC Group which remain undrawn and would not, if
drawn, be repayable within six (6) months.1.1.44
    
    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.1.1.45
    
    Fund Affiliate means the Investors and (a) each other Affiliate (as defined
in Appendix E) 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 (b) any
individual who is a partner or employee of Apollo Management, LP, Apollo
Management IV, LP or Apollo Management V, LP.1.1.46
    
    IAPPC means an international air pollution prevention certificate issued
under Annex VI.1.1.47
    
    Indebtedness means all sums of any nature (together with all interest on
any of those sums) which from time to time may be payable by the Security
Parties to the Issuers or the Agent pursuant to the Security Documents, whether
actually or contingently, present or future; any damages payable as a result of
any breach by a Security Party of any of the Security Documents; and any
damages or other sums payable as a
 21




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result of any of the obligations of the
Indemnifier or the Owners under or pursuant to any of the Security Documents
being disclaimed by a liquidator or any other person, or, where the context
permits, the amount thereof for the time being outstanding.1.1.48
    
    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:
 (a)
    
    moneys borrowed or raised;(b)
    
    the advance or extension of credit
(including interest and other charges on or in respect of any of the
foregoing);(c)
    
    the amount of any liability in respect of
leases which, in accordance with US GAAP, are capital leases;(d)
    
    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;(e)
    
    all reimbursement obligations whether
contingent or not in respect of amounts paid under a letter of
credit or similar instrument; and(f)
    
    (without double counting) any guarantee
of Financial Indebtedness falling within paragraphs (a) to (e)
above;
 PROVIDED THATthe following shall not constitute Indebtedness for
Borrowed Money:
 (i)
    
    loans and advances made by other members
of the NCLC Group which are subordinated to the rights of the
Issuers;(ii)
    
    loans and advances made by any
shareholder of the Indemnifier which are subordinated to the rights
of the Issuers; and(iii)
    
    any liabilities of the Indemnifier or
any other member of the NCLC Group to a counterparty under any
master agreement relating to interest or currency exchange
transactions of a non-speculative nature.
 For the avoidance of doubt, the arrangements contemplated by and pursuant
to this Agreement shall not fall within this definition of Indebtedness
for Borrowed Money until Chase presents a draft under the Letters of
Credit when the amount of that draft shall fall within this definition
until the Issuers have been indemnified in full in respect of that draft.1.1.49
    
    Initial Term means the initial term of the Letters of Credit being the
period of three hundred and sixty four (364) days from the Issue Date.1.1.50
    
    Insurance Assignments means, pursuant to the Co-ordination Deeds, the
second priority deeds of assignment of the Insurances of the Vessels.
 22




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1.1.51
    
    Insurances means all policies and contracts of insurance and entries of the
Vessels in a protection and indemnity or war risks association which are
effected in respect of the Vessels, its freights, disbursements, profits or
otherwise and all benefits, including all claims and returns of
premiums thereunder and shall also include all Compulsory Acquisition
Compensation.1.1.52
    
    Interest means interest at the rate of the aggregate of the cost to the
Issuers of obtaining funds in an amount similar to their respective shares in
the amount of the Indebtedness and a margin of two point two five per centum
(2.25%) per annum for the first seven (7) Business Days and thereafter the
aggregate of the cost to the Issuers of obtaining funds in an amount similar to
their respective shares in the amount of the Indebtedness or any relevant part
of the Indebtedness for such periods as the Agent shall determine in its
discretion plus a margin of four point two five per centum (4.25%) per annum.1.1.53
    
    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.1.1.54
    
    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.1.1.55
    
    Investors means Investor I and Investor II.1.1.56
    
    IOL means Inter-Ocean Limited of international House, Castle Hill, Victoria
Road, Douglas, Isle of Man IM2 4RB, British Isles.1.1.57
    
    ISM Code means the International Management Code for the Safe Management of
Ships and for Pollution Prevention, as adopted by the Assembly of the
International Maritime Organisation on 4 November 1993 by resolution A.741 (18)
and incorporated on 19 May 1994 as chapter IX of the Safety of Life at Sea
Convention 1974.1.1.58
    
    ISPS Code means the International Ship and Port Facility Security Code
adopted by the International Maritime Organisation.1.1.59
    
    ISSC means an international ship security certificate issued for a vessel
under the ISPS Code.1.1.60
    
    Issue Date means the date on which the Letters of Credit are issued by the
Issuers pursuant to Clause 2.1.1.61
    
    Issue Request means a notice complying with Clause 2.2.1.1.62
    
    Issuers Obligations means all liabilities and obligations of the Issuers
under or pursuant to the Letters of Credit or under or pursuant to any renewal,
extension or variation of the Letters of Credit, and all liabilities and
obligations undertaken by the Issuers to any of their Subsidiaries,
 23




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affiliates
or correspondents in respect of the Letter of Credits or any renewal, extension
or variation of the Letters of Credit.1.1.63
    
    law means any law, statute, treaty, convention, regulation, instrument or
other subordinate legislation or other legislative or
quasi-legislative rule or measure, or any order or decree of any government, judicial or
public or other body or authority, or any directive, code of practice,
circular, guidance note or other direction issued by any competent
authority or agency (whether or not having the force of law).1.1.64
    
    Letters of Credit means:
 (a)
    
    any Original Letter of Credit; and(b)
    
    any letter of credit which is issued in
substitution for DnB NORs Original Letter of Credit by DnB NOR or
DnB NORs Transferee.
 1.1.65
    
    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.
 1.1.66
    
    Loan means the revolving credit facility of up to six hundred and ten
million Dollars (USD610,000,000) to be made to the Indemnifier pursuant to the
Loan Agreement or (as the context may require) the amount thereof for the time
being advanced and outstanding under the Loan Agreement.1.1.67
    
    Loan Agreement means the agreement dated the same date as this Deed in
respect of the Loan to be made between, among others, the Indemnifier as
borrower and the First Mortgagee as agent for the lenders of the Loan.1.1.68
    
    Managers means NCLB, or such other commercial and/or technical managers of
the Vessels nominated by the Owners as the Agent may in its discretion approve.1.1.69
    
    Material Adverse Effect means a material adverse effect on (i) the validity
or enforceability of any of the Security Documents or the rights or remedies of
the Issuers or their Subsidiaries, affiliates or correspondents (as the case
may be) thereunder (ii) the ability of any Security Party to perform its
obligations under any of the Security Documents or (iii) the business,
operations, condition (financial or otherwise) or prospects of the Indemnifier,
the Owners or the NCLC Group taken as a whole.
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1.1.70
    
    Mortgagees Insurances means all policies and contracts of mortgagees
interest insurance, mortgagees additional perils (oil pollution) insurance and
any other insurance from time to time taken out by the Agent in relation to the
Vessel.1.1.71
    
    Mortgages means, pursuant to the Co-ordination Deeds, the second priority
statutory mortgages over the Vessels together with collateral deeds of
covenants.1.1.72
    
    NCL America means NCL America Inc. of Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America.1.1.73
    
    NCL America Holdings means NCL America Holdings, Inc. of Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of
America.1.1.74
    
    NCLB means NCL (Bahamas) Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda.1.1.75
    
    NCLC Fleet means the vessels owned by the companies in the NCLC Group.1.1.76
    
    NCLC Group means the Indemnifier and its Subsidiaries.1.1.77
    
    NCL International means NCL International, Ltd. of Milner House, 18
Parliament Street, Hamilton HM 12, Bermuda.1.1.78
    
    Norwegian Dawn means Norwegian Dawn Limited a company organised and
existing under the laws of the Isle of Man with its registered office at
International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB,
British Isles.1.1.79
    
    Norwegian Sun means Norwegian Sun Limited a company organised and existing
under the laws of Bermuda with its registered office at Canons Court, 22
Victoria Street, Hamilton HM 12, Bermuda.1.1.80
    
    Original Letters of Credit means the three (3) letters of credit to be
issued on the Issue Date by the Issuers in favour of Chase in the form attached
to this Agreement as Appendix C each in an amount not exceeding the relevant
Proportion of the aggregate of the amounts of the Letters of Credit.1.1.81
    
    Owners means Norwegian Sun and Norwegian Dawn.1.1.82
    
    Permitted Encumbrance means:
 (a)
    
    any Encumbrance created by or pursuant to
the Security Documents;(b)
    
    liens on the Vessels 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 Vessels;
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(c)
    
    the First Mortgage Documents and the
Third Mortgage Documents;(d)
    
    any deposits or pledges to secure the
performance of bids, tenders, bonds or contracts;(e)
    
    any other Encumbrance notified by any of
the Security Parties to the Agent prior to signing of this Agreement
and acknowledged by the Agent in writing;(f)
    
    without prejudice to Clause 9.10, any
Encumbrance in respect of existing Financial Indebtedness of a
person which becomes a Subsidiary of the Indemnifier or is merged
with or into the Indemnifier or any of its Subsidiaries;(g)
    
    liens on assets leased, acquired or
upgraded after the date of this Agreement or assets newly
constructed or converted after the Signing Date provided that:
 (i)
    
    such liens secure Financial
Indebtedness otherwise permitted under this Agreement;(ii)
    
    such liens are incurred
within one (1) year following such lease, acquisition,
upgrade, construction or conversion; and(iii)
    
    the Financial Indebtedness
secured by such liens does not exceed the cost of such
upgrade or the cost of such assets acquired or leased;
 (h)
    
    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;(i)
    
    without prejudice to Clause 10.2.9, liens
arising out of the existence of judgments or awards in respect of
the Indemnifier or any of its Subsidiaries;(j)
    
    any other lien that may be created by the
Indemnifier from time to time in the ordinary course of business;
and(k)
    
    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 (h) to (j) above does not exceed [*]
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and PROVIDED FURTHER THATany such lien as is described in
paragraphs (g) to (j) above does not imperil the security created by any
of the Security Documents and/or affect the ability of any
Security Party duly to perform any of its obligations under any Security
Document to which it is or may be a party at any time, in each case in
the reasonable opinion of the Issuers.1.1.83
    
    Permitted Indebtedness means monies borrowed or raised other than from any
direct or indirect shareholder of the Indemnifier for the purpose of acquiring
a vessel, or refinancing a vessel, for a member of the NCLC Group:
 (a)
    
    prior to the date of this Agreement and
notified by the Indemnifier to the Agent prior to the date of this
Agreement;(b)
    
    hereunder;(c)
    
    after the date of this Agreement, subject
to the provisions of this Agreement, at arms length on usual terms
and subject to the Indemnifier 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(d)
    
    Permitted Refinancing Indebtedness.
 1.1.84
    
    Permitted Refinancing Indebtedness means any monies borrowed or raised at
arms length and other than from any direct or indirect shareholder of the
Indemnifier on usual terms which are used to refinance any Permitted
Indebtedness including any Permitted Refinancing Indebtedness.1.1.85
    
    Potential Event of Default means any event which, with the giving of notice
and/or the passage of time and/or the satisfaction of any materiality test,
would constitute an Event of Default.1.1.86
    
    Proceedings means any suit, action or proceedings begun by the Issuers or
the Agent on their behalf arising out of or in connection with the Security
Documents.1.1.87
    
    Proportion means in the case of each Issuer the per centum set out against
its name in Appendix A, subject to Clause 12.1.1.1.88
    
    Quotation Date means, in relation to Interest, the day two (2) Business
Days (in London) prior to the date of an Issuers payment.1.1.89
    
    Reimbursement Agreement means the reimbursement and distribution agreement
dated 17 August 2007, by and among Investor I, Star and the Indemnifier.1.1.90
    
    Relevant Currency means, in respect of all or any part of the Issuers
Obligations, the currency in which the Issuers make payment of that part of the
Issuers Obligations.
 27




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1.1.91
    
    Reserve Account Rights Assignment means the assignment referred to in
Clause 8.4.1.1.92
    
    Restatement Date has the meaning set out in the Third Supplemental Deed.1.1.93
    
    SMC means a valid safety management certificate issued for the Vessels by
or on behalf of the Administration pursuant to paragraph 13.4 of the ISM Code.1.1.94
    
    SMS means a safety management system for the Vessels developed and
implemented in accordance with the ISM Code and including the functional
requirements, duties and obligations required by the ISM Code.1.1.95
    
    Security Documents means this Agreement, the Mortgages, the Earnings
Assignments, the Insurance Assignments, the Reserve Account Rights Assignment
or (where the context permits) any one or more of them, and any other agreement
or document which may at any time be executed by any person as security for the
payment of all or any part of the Indebtedness.1.1.96
    
    Security Parties means the Indemnifier, the Owners and any other person or
company who may at any time during the Facility Period be liable for, or
provide security for, all or any part of the Indebtedness, and Security Party
means any one of them.1.1.97
    
    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
Indemnifier.1.1.98
    
    Star means Star Cruises Limited a company organised and existing under the
laws of Bermuda with its registered office at Canons Court, 22 Victoria
Street, Hamilton HM 12, Bermuda.1.1.99
    
    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
Indemnifier.1.1.100
    
    Subsequent Term means a term of the Letters of Credit other than the
Initial Term being the period of three hundred and sixty four (364) days from
the end of the Initial Term or any Subsequent Term provided that any such
period shall not expire after 2 April 2008.1.1.101
    
    Subsidiary has the meaning defined in the United Kingdom Companies Act
1985, Section 736 as substituted by the United Kingdom Companies Act 1989,
Section 144.1.1.102
    
    Taxes means all taxes, levies, imposts, duties, charges, fees, deductions
and withholdings (including any related interest, fines, surcharges and
penalties) and any restrictions or conditions resulting in
 28




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any charge, other
than taxes on the overall net income of the Issuers, and Tax and Taxation
shall be interpreted accordingly.1.1.103
    
    Third Party means any person or group of persons acting in concert (as the
expression acting in concert is defined in the United Kingdoms City Code on
Take-overs and Mergers) who or which is not a member of the Lim Family or
Apollo.1.1.104
    
    Third Mortgages means, pursuant to the Co-ordination Deeds, the third
priority statutory mortgages over the Vessels together with the collateral
deeds of covenants in favour of the Third Mortgagee granted or to be granted by
the Owners in respect of the obligations of NCLB as indemnifier under the FMC
Guarantee Facility Agreement.1.1.105
    
    Third Mortgage Documents means the documents granted or to be granted by
the Owners to the Third Mortgagee under the FMC Guarantee Facility Agreement as
security for the obligations of NCLB under the FMC Guarantee Facility Agreement
and including but without limitation the Third Mortgages.1.1.106
    
    Third Mortgagee means DnB NOR Bank ASA of Stranden 21, NO-0021 Oslo,
Norway.1.1.107
    
    Third Supplemental Deed means the third supplemental deed dated 21
December 2007 to this Agreement.1.1.108
    
    Total Capitalisation means, at any date of determination, Total Net Funded
Debt plus the consolidated stockholders equity of the NCLC Group at such date
determined in accordance with US GAAP and derived from the then latest
unaudited and consolidated accounts of the NCLC Group delivered to the Agent in
the case of the first three (3) quarters of each financial year and the then
latest Accounts delivered to the Agent in the case of the final quarter of each
financial year.1.1.109
    
    Total Funded Debt means, as at any relevant date, Total Net Funded Debt
excluding Indebtedness for Borrowed Money related to vessels under construction
for a member of the NCLC Group.1.1.110
    
    Total Loss means:
 (a)
    
    an actual, constructive, arranged, agreed
or compromised total loss of the Vessels; or(b)
    
    the requisition for title or compulsory
acquisition of the Vessels by or on behalf of any government or
other authority (other than by way of requisition for hire); or(c)
    
    the capture, seizure, arrest, detention
or confiscation or expropriation of the Vessels, unless the Vessels
are released and returned to the possession of the Indemnifier
within one (1) month after the capture, seizure, arrest, detention
or confiscation or expropriation in question.
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1.1.111
    
    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;
 less an amount equal to any Cash Balance as at
such date.1.1.112
    
    Transaction Documents means the Security Documents, the Co-ordination
Deeds, the Merchant Services Bankcard Agreement and any other material document
now or hereafter issued in connection with the documents or the transaction
referred to in this Agreement.1.1.113
    
    US GAAP means generally accepted accounting principles in the United
States of America consistently applied (or, if not consistently applied,
accompanied by details of the inconsistencies) including, without limitation,
those set forth in the opinion and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board.1.1.114
    
    Vessels means the one thousand nine hundred and forty (1,940) berth luxury
cruise vessel NORWEGIAN SUN currently registered under the flag of the
Bahamas in the ownership of Norwegian Sun and the two thousand two hundred and
twenty (2,220) berth luxury cruise vessel NORWEGIAN DAWN currently registered
under the Bahamas flag in the ownership of Norwegian Dawn and, in each case,
everything now or in the future belonging to her on board and ashore.
 1.2
    
    InterpretationIn this Agreement:
 1.2.1
    
    words denoting the plural number include the singular and vice versa;1.2.2
    
    words denoting persons include corporations, partnerships,
associations of persons (whether incorporated or not) or governmental or
quasi-governmental bodies or authorities and vice versa;1.2.3
    
    references to Recitals, Clauses and Appendices are references
to recitals and clauses of, and appendices to, this Agreement;1.2.4
    
    references to this Agreement include the Recitals and the
Appendices;1.2.5
    
    the headings and contents page(s) are for the purpose of
reference only, have no legal or other significance, and shall be ignored in
the interpretation of this Agreement;1.2.6
    
    subject to Clause 4.21 and the first paragraph of Clause 4,
references to any document (including, without limitation, to all or any of the
Security Documents) are, unless the context otherwise requires, references to
that document as amended, supplemented, novated or replaced from time to time;
 30




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1.2.7
    
    references to statutes or provisions of statutes are
references to those statutes, or those provisions, as from time to time
amended, replaced or re-enacted;1.2.8
    
    references to the Issuers, the Agent and Chase include its
respective successors, transferees and assignees; and1.2.9
    
    references to times of day are to London time unless otherwise
stated.
 1.3
    
    Offer letterThis Agreement supersedes the terms and conditions contained in
any correspondence relating to the subject matter of this Agreement exchanged between
the Issuers and/or the Agent and the Indemnifier or their representatives prior to the
date of this Agreement.
 2
    
    Issue and Cancellation of the Letters of Credit
 2.1
    
    Agreement to issueSubject to the terms and conditions of this Agreement, and
in reliance on each of the representations and warranties made or to be made in or in
accordance with each of the Security Documents, the Issuers agree to issue the Letters
of Credit.2.2
    
    MechanicsSubject to satisfaction by the Indemnifier of the conditions set out
in Clause 3.1, the Letters of Credit shall be issued by the Issuers on the same
Business Day for the Initial Term, provided that the Indemnifier shall have given to
the Agent not more than seven (7) days and not fewer than three (3) Business Days
notice in writing of the required Issue Date materially in the form set out in Appendix
B. The Issue Request once given shall be irrevocable and shall constitute a warranty
by the Indemnifier that:
 2.2.1
    
    all conditions precedent to the issue of the Letters of Credit
will have been satisfied on or before the Issue Date requested;2.2.2
    
    no Event of Default or Potential Event of Default will then
have occurred;2.2.3
    
    no Event of Default or Potential Event of Default will result
from the issue of the Letters of Credit; and2.2.4
    
    there has been no material adverse change in the business,
affairs or financial condition of any of the Security Parties from that
pertaining at the date of this Agreement.
 Subject to Clause 2.4, the Letters of Credit will be automatically renewed for a
Subsequent Term at the end of the Initial Term and each Subsequent Term provided
that the Letters of Credit shall expire no later than 2 April 2008.2.3
    
    Availability Termination DateThe Issuers shall be under no obligation to
issue the Letters of Credit after the Availability Termination Date.2.4
    
    Cancellation OptionNotwithstanding the provisions of Clause 10.1 but subject
to Clause 17.3, the Issuers may serve a notice of cancellation of the Letters of Credit
on Chase not less than sixty (60) days prior to the expiry of the Initial Term or any
Subsequent Term.
 31




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3
    
    Conditions Precedent and Subsequent
 3.1
    
    Conditions PrecedentSubject to Clause 3.4, before the Issuers shall have any
obligation to issue the Letters of Credit, the Indemnifier shall deliver or cause to be
delivered to or to the order of the Agent the following documents and evidence:
 3.1.1
    
    Evidence of incorporationSuch evidence as the Agent may
reasonably require that each Security Party was duly incorporated in its
country of incorporation and remains in existence and, where appropriate, in
good standing, with power to enter into, and perform its obligations under,
those of the Security Documents to which it is, or is intended to be, a party,
including (without limitation) a Certified Copy of all documents establishing
or limiting the constitution of each Security Party.3.1.2
    
    Corporate authoritiesA Certified Copy of a resolution of the
directors of each Security Party (together, where appropriate, with signed
waivers of notice of any directors meeting) approving, and authorising or
ratifying the execution of, those of the Security Documents to which that
Security Party is or is intended to be a party and all matters incidental
thereto.3.1.3
    
    Officers certificateA certificate signed by a duly
authorised officer of each of the Security Parties setting out the names of the
directors, officers and shareholders of that Security Party.3.1.4
    
    Power of attorneyThe notarially attested power of attorney
of each of the Security Parties under which any documents are to be executed or
transactions undertaken by that Security Party.3.1.5
    
    ConsentsA Certified Copy of any consents required from any
ministry, governmental, financial or other authority for the execution of and
performance by the Security Party in question of its obligations under the
Security Documents to which it is a party or if no such consents are required a
secretarys certificate to this effect.3.1.6
    
    Disclosure LetterThe Disclosure Letter.3.1.7
    
    Merchant Services Bankcard AgreementA Certified Copy of the
Merchant Services Bankcard Agreement.3.1.8
    
    Letters of CreditThe form of exhibit C to each of the
Letters of Credit duly signed by Chase.3.1.9
    
    Vessel documentsCertified Copies of:
 (a)
    
    any charterparty or other contract of
employment of the Vessel which will be in force on the Issue Date;(b)
    
    the management agreement between the
Owner and the Managers relating to the Vessel;(c)
    
    the Vessels current Safety Construction,
Safety Equipment, Safety Radio and Load Line Certificates;
 32




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(d)
    
    the Vessels current Certificate of
Financial Responsibility issued pursuant to the United States Oil
Pollution Act 1990;(e)
    
    the Vessels current SMC;(f)
    
    the Companys current DOC;(g)
    
    the Vessels current ISSC; and(h)
    
    the Vessels current IAPPC(s);
  3.1.10
    
    Evidence of ownershipCertificate(s) of ownership and encumbrance (or
equivalent) issued by the Registrar of Ships (or equivalent official) at the
Vessels existing port of registry confirming that the Vessel is on the Issue
Date owned by the Owner and free of registered Encumbrances other than the
First Mortgage (as defined in this Agreement at the date of this Agreement).3.1.11
    
    Evidence of insuranceEvidence that the Vessel is, or will from the Issue
Date be, insured in the manner required by the Security Documents and that
letters of undertaking will be issued in the manner required by the Security
Documents, together with (if required by the Agent) the written approval of the
Insurances by an insurance adviser appointed by the Agent.3.1.12
    
    Confirmation of classA Certificate of Confirmation of Class for hull and
machinery confirming that the Vessel is classed with the highest class
applicable to vessels of its type with Det Norske Veritas or such other
classification society as may be acceptable to the Agent.3.1.13
    
    Instruction to classification societyA letter of instruction from the Owner
to the Vessels classification society in the form reasonably required by the
Agent, duly acknowledged by the classification society.3.1.14
    
    ValuationValuation of the Vessel addressed to the Agent certifying a value
for the Vessel, assessed in the manner described in Clause 9.16.3.1.15
    
    The Security DocumentsThe Security Documents and the Co-ordination Deed
together with all notices and other documents required by any of them, duly
executed and, in the case of the Mortgage, registered with second priority
through the Bahamas Maritime Authority in London.3.1.16
    
    Issue RequestAn Issue Request.3.1.17
    
    Process agentA letter from Clifford Chance Secretaries Limited accepting
its appointment by each of the Security Parties as agent for service of
Proceedings pursuant to the Security Documents.3.1.18
    
    Managers confirmationThe written confirmation of the Managers that,
throughout the Facility Period unless otherwise agreed by the Agent, they will
remain the commercial and technical managers of the
 33




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Vessel and that they will not, without the prior written consent of the
Agent, sub-contract or delegate the commercial or technical management of
the Vessel to any third party.
 3.1.19
    
    Legal opinionsConfirmation satisfactory to the Agent that all legal
opinions required by the Issuers will be given substantially in the form
required by the Agent.3.1.20
    
    Evidence of cancellation of existing letters of creditEvidence
satisfactory to the Agent of the cancellation of the two (2) letters of credit
issued or originally issued on 25 September 2003 in favour of Chase by The
Hongkong and Shanghai Banking Corporation Limited and DnB NOR Bank ASA in the
amounts of eighty million Dollars (USD80,000,000) and twenty million Dollars
(USD20,000,000) respectively to guarantee in part Chases risk as a credit card
processor to the Indemnifier for the Unfulfilled Ticket Liability.
 3.2
    
    Conditions SubsequentThe Indemnifier undertakes to deliver or to cause to be
delivered to the Agent on, or as soon as practicable after, the Issue Date, the
following additional documents and evidence:
 3.2.1
    
    Evidence of registrationEvidence of permanent registration
of the Vessel and the Mortgage (with second priority) with the Registrar of
Ships (or equivalent official) at the Vessels port of registry.3.2.2
    
    Letters of undertakingLetters of undertaking as required by
the Security Documents in form and substance acceptable to the Agent.3.2.3
    
    Legal opinionsSuch legal opinions as the Agent shall
require.3.2.4
    
    Companies Act registrationsEvidence that the prescribed
particulars of the Security Documents have been delivered to the Registrar of
Companies in Bermuda.
 3.3
    
    No waiverIf the Issuers in their sole discretion agree to issue the Letters
of Credit before all of the documents and evidence required by Clause 3.1 or Clause 3.4
have been delivered to or to the order of the Agent, the Indemnifier undertakes to
deliver all outstanding documents and evidence to or to the order of the Agent no later
than the date specified by the Agent, and the issue of the Letters of Credit shall not
be taken as a waiver of the Agents right to require production of all the documents
and evidence required by Clause 3.1 or Clause 3.4.3.4
    
    Form and contentAll documents and evidence delivered to the Agent pursuant to
this Clause shall:
 3.4.1
    
    be in form and substance acceptable to the Agent;3.4.2
    
    be accompanied, if required by the Agent, by translations into
the English language, certified in a manner acceptable to the Agent;3.4.3
    
    if required by the Agent, be certified, notarised, legalised
or attested in a manner acceptable to the Agent.
 34




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3.5
    
    Event of DefaultThe Issuers shall be under no obligation to issue the Letters
of Credit nor to act on any Issue Request if, at the date of the Issue Request or at
the date on which the issue of the Letters of Credit is requested in the Issue Request,
an Event of Default or Potential Event of Default shall have occurred, or if an Event
of Default or Potential Event of Default would result from the issue of the Letters of
Credit.
 4
    
    Representations and WarrantiesThe Indemnifier represents and warrants to the Issuers as follows at the date of this
Agreement and (by reference to the facts and circumstances then pertaining) at the Issue
Date and sixty (60) days prior to the expiry of the Initial Term and any Subsequent Term as
follows:
 4.1
    
    StatusEach Security Party 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.4.2
    
    Powers and authorityEach of the Security Parties 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.4.3
    
    Legal validityThis Agreement constitutes legal, valid and binding obligations
of the Indemnifier enforceable in accordance with its terms and in entering into this
Agreement, the Indemnifier is acting on its own account. Each other Transaction
Document and each Apollo Transaction Document constitutes (or will constitute when
executed) legal, valid and binding obligations of each Security Party expressed to be a
party thereto enforceable in accordance with their respective terms.4.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the
other Transaction Documents, the Apollo Transaction Documents and the transactions
contemplated hereby and thereby do not and will not conflict with:
 4.4.1
    
    any law or regulation or any official or judicial order; or4.4.2
    
    the constitutional documents of any Security Party; or4.4.3
    
    any agreement or document to which any Security Party is a
party or which is binding upon such Security Party or any of its assets,
  4.5
    
    No defaultNo event has occurred which constitutes a default under or in
respect of any Transaction Document to which any Security Party is a party or by which
any Security Party 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 Security Party is a party or by which any Security Party
 35




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may be bound to an extent or in a manner which might have a material adverse effect
on its business, assets or financial condition.
 4.6
    
    ConsentsExcept for the filing of those Security Documents which require
registration in the Companies Registries in England and Wales, the United States of
America and/or Bermuda, which filing must be completed within twenty one (21) days of
the execution of the relevant Security Document(s) in the case of England and Wales,
and for the registration of the Mortgages through the Bahamas Maritime Authority, all
authorisations, approvals, consents, licences, exemptions, filings, registrations,
notarisations and other matters, official or otherwise, required in connection with the
entry into, performance, validity and enforceability of this Agreement and each of the
other Transaction Documents and the transactions contemplated thereby have been
obtained or effected and are in full force and effect.4.7
    
    Accuracy of informationAll information furnished by any Security Party
relating to the business and affairs of any Security Party 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.4.8
    
    Full disclosureEach Security Party has fully disclosed in writing to the
Agent all facts relating to each Security Party which it knows or should reasonably
know and which might reasonably be expected to influence the Issuers in deciding
whether or not to enter into this Agreement.4.9
    
    No EncumbrancesNone of the assets or rights of any Security Party is subject
to any Encumbrance except Permitted Encumbrances or Encumbrances created in respect of
Permitted Indebtedness.4.10
    
    Pari passu or priority statusThe claims of the Agent and the Issuers against
the Indemnifier under this Agreement will rank at least pari passu with the claims of
all unsecured creditors of the Indemnifier (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 Indemnifier who is also a Security Party.4.11
    
    SolvencyThe Indemnifier is and shall remain, after the Issue Date, solvent in
accordance with the laws of Bermuda and the United Kingdom and in particular with the
provisions of the United Kingdoms Insolvency Act 1986 (as from time to time amended)
and the requirements thereof.4.12
    
    Winding-up, etc.Subject to Clause 9.10, neither the Indemnifier nor any other
Security Party has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of its knowledge and belief) threatened
against any of them for the winding-up, dissolution or for the appointment of a
liquidator, administrator, receiver, administrative receiver, trustee or similar
officer of any of them or any or all of their assets or revenues nor have either sought
any other relief under any applicable insolvency or bankruptcy law.4.13
    
    AccountsThe consolidated audited accounts of the NCLC Group for the period
ending on 31 December of each financial year during the period of this Agreement (which
accounts will be prepared in accordance with US GAAP) will fairly
 36




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##### 



represent the financial condition of the NCLC Group as shown in such audited
accounts.
 4.14
    
    LitigationSave as disclosed in the Disclosure Letter, no litigation,
arbitration or administrative proceedings are current or pending or, to its knowledge,
threatened, which might, if adversely determined, have a Material Adverse Effect. For
the avoidance of doubt, the disclosure of any such litigation, arbitration or
administrative proceedings after the date of this Agreement shall not be deemed to be a
fact and circumstance subsisting at any time that this representation is deemed to be
repeated pursuant to this Clause 4.4.15
    
    Tax liabilitiesThe NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and payable
by it; no material claims are being asserted against it with respect to Taxes, which
might, if such claims were successful, have a material adverse effect on its business,
assets or financial condition.4.16
    
    Ownership of assetsEach member of the NCLC Group has good and marketable
title to all its assets which is reflected in the audited accounts referred to in
Clause 4.13.4.17
    
    No immunityNone of the Security Parties 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.4.18
    
    Taxes on paymentsAs at the date of this Agreement all amounts payable by the
Indemnifier hereunder may be made free and clear of and without deduction for or on
account of any Taxation.4.19
    
    Place of businessNone of the Security Parties 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.4.20
    
    Ownership of sharesAll the authorised and issued shares in the Owners and the
Managers are legally and beneficially owned by NCL International, all the authorised
and issued shares in NCL International are legally and beneficially owned by Arrasas
and all the authorised and issued shares in Arrasas are legally and beneficially owned
by the Indemnifier and such structure shall remain so throughout the Facility Period.
Further, no Event of Default has occurred under Clause 10.2.16 in respect of the
ownership and/or control of the shares in the Indemnifier.4.21
    
    Completeness of documentsThe copies of the Transaction Documents, 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 between the Owners and the
Managers in respect of the Vessels, in accordance with clause 6.1.17 of the deed of
covenants collateral to the second priority statutory Bahamian ship mortgage granted by
the Owners over the Vessels
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nor has any action been taken by the parties thereto which would in any way render
such document inoperative or unenforceable.
 4.22
    
    No undisclosed commissionsThere are and will be no commissions, rebates,
premiums or other payments by or to or on account of any Security Party, their
shareholders or directors in connection with the transaction as a whole other than as
disclosed to the Agent in writing.4.23
    
    EnvironmentEach of the Security Parties:
 4.23.1
    
    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:
 (a)
    
    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(b)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern,
 Environmental
Laws
 4.23.2
    
    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; and4.23.3
    
    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:
 (a)
    
    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(b)
    
    circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law or
Environmental Approval (Environmental Claim); and
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5
    
    Counter-IndemnityIn consideration of the Issuers agreeing to issue the Letters of Credit, the Indemnifier
unconditionally and irrevocably agrees:
 5.1
    
    Indemnityuntil the date falling three (3) months after the last day of the
Initial Term or any Subsequent Term, as a continuing security, to keep the Issuers and
the Agent indemnified in the Relevant Currency against all demands, claims, payments,
costs, liabilities, damages, losses, proceedings and expenses incurred or suffered by
the Issuers or the Agent directly or indirectly by reason of or in connection with the
Issuers Obligations PROVIDED THATthe aggregate amount which the Indemnifier is liable
to pay to the Issuers and/or the Agent under this Clause 5.1 in respect of such
demands, claims, payments, costs, liabilities, damages, losses, proceedings and
expenses, over and above any amount in respect of the Issuers Obligations plus
Interest thereon, shall not exceed twenty five million Dollars (USD25,000,000) in the
absence of any fraud committed by the Indemnifier or its gross negligence or wilful
misconduct in connection howsoever with the Issuers Obligations;5.2
    
    Evidence of termination/reductionto supply the Agent promptly with such
evidence as the Agent may reasonably require of the termination or reduction of the
Issuers liability under the Issuers Obligations;5.3
    
    Payments and Interestunless otherwise provided in this Agreement to pay to
the Agent within seven (7) Business Days of demand from time to time all amounts
payable by the Indemnifier under Clause 5.1 or Clause 6.4 with Interest on each of
those amounts from the date of the Issuers or the Agents payment in the case of
Clause 5.1 or demand in the case of Clause 6.4 until the date of the Indemnifiers
payment to the Agent (for itself or for the Issuers), before or after any relevant
judgment it being understood by the Indemnifier that all amounts payable by the
Indemnifier under Clause 5.1 and Clause 6.4 are due from the date of the Issuers or
the Agents (as the case may be) payment or demand (as the case may be); and5.4
    
    ComputationsInterest, commitment commission and any other payments under this
Agreement 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.
 6
    
    Authority to Pay
 6.1
    
    Direction to payThe Indemnifier irrevocably directs the Issuers to make such
payments and comply with such demands or claims made on the Issuers in writing in
 39




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respect of or purporting to be in respect of the Issuers Obligations as the Issuers
in their absolute discretion think fit without any reference to or further authority
or direction from the Indemnifier, or any necessity to obtain the Indemnifiers
confirmation or verification, and notwithstanding that the Indemnifier may have
disputed the Issuers liability to pay or comply or that all or any part of the
Issuers Obligations may not legally exist or be legally binding on the Issuers.
The Indemnifier agrees that the Issuers may treat the Issuers Obligations as
payable on first demand and that any such payment or compliance or purported
compliance by the Issuers shall as between the Issuers and the Indemnifier be
conclusive evidence that the Issuers were liable to make the payment or comply with
the demand or claim.6.2
    
    Underlying transactionThe Indemnifier agrees that the Issuers shall be
concerned only with the demand or claim made on them and, where a demand or claim must
be accompanied by any other document, with any such document, in each case as presented
to the Issuers, and not with any transaction to which the demand, claim or document
relates, or as to whether the payment demanded or the claim made was in fact due.6.3
    
    Propriety of demandEach of the Agent and the Issuers shall be entitled to
rely without further enquiry on any written demand, claim, document or communication
believed by it to be genuine and correct and to have been signed or otherwise executed
or made by the proper person. In particular, but without limitation, neither the Agent
nor the Issuers shall be obliged to investigate the propriety of any such written
demand, claim, document or communication or the authority or identity of the person
producing, claiming, signing or making such written demand, claim, document or
communication.6.4
    
    Funding and cash coverThe Indemnifier undertakes at any time after the
occurrence and during the continuation of an Event of Default to pay to the Issuers or
to their order on demand the amount specified in that demand (in the currency so
specified):
 6.4.1
    
    to give the Issuers cash cover for all or (if the Issuers so
specify) part of the amount of the Issuers Obligations; and/or6.4.2
    
    to put the Issuers in funds to make a payment which the
Issuers are authorised by this Agreement to make in connection with the
Issuers Obligations, whether actual or contingent.
 6.5
    
    Security over funding/cash coverThe Indemnifier undertakes, at its own
expense, to execute such documents as the Agent may require in order to create or
perfect in the Issuers or the Agents favour a restriction on withdrawal or repayment
of any amount paid by the Indemnifier under Clause 6.4 and/or a security in or over
such amount, in each case to secure or support the Indemnifiers liabilities to the
Issuers under this Agreement.6.6
    
    CurrencyAn Issuer may, if called on to make a payment or to comply with a
demand or claim in connection with the Issuers Obligations, purchase in accordance
with its usual practice the amount of the Relevant Currency necessary to make that
payment or to comply with that demand or claim (unless the Issuer has already been put
in funds by the Indemnifier pursuant to Clause 6.4).
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6.7
    
    Issuers Obligations reducingThe Issuers Obligations shall be reduced by the
amount of each drawing made by Chase under the Letters of Credit and the aggregate of
such drawings shall not exceed the maximum amount of the Letters of Credit.
 7
    
    Fees and Commissions
 7.1
    
    Participation FeeThe Indemnifier shall pay to the Issuers pro rata on the
date of this Agreement a participation fee of two hundred thousand Dollars
(USD200,000).7.2
    
    Letter of Credit CommissionThe Indemnifier shall pay to the Issuers pro rata
a letter of credit commission at the rate of one per centum (1.0%) per annum on the
maximum amount of the Commitment from time to time except that the rate shall be
reduced to nought point two per centum (0.2%) per annum on any amount of the Commitment
from time to time covered by cash pursuant to Clause 6.4 and/or Clause 9.17.1.The letter of credit commission will accrue from the Issue Date from day to day and
shall be paid quarterly in arrears with a first payment on the date which is three
(3) months after the Issue Date and a final pro rata payment on the last day of the
Facility Period.7.3
    
    Issuers Extension FeeOn each occasion that the Issuers agree with the
Indemnifier not to exercise their right of cancellation of the Letters of Credit under
Clause 2.4, the Indemnifier shall pay an Extension Fee to the Issuers in the amount of
nought point one per centum (0.1%) on the maximum amount of the Commitment at that
time. Such extension fee shall be paid on or before the sixtieth (60th) day
prior to the date falling three hundred and sixty four (364) days from the Issue Date
or to the last day of the relevant subsequent period of three hundred and sixty four
(364) days (as the case may be).7.4
    
    Renegotiation of fees and letter of credit commissionOn the occurrence of an
Event of Default the Issuers and the Indemnifier shall renegotiate the fees and letter
of credit commission payable under this Clause 7 with effect from the date of the
occurrence of the Event of Default.
 8
    
    Security DocumentsAs security for the repayment of the Indebtedness, the Indemnifier shall execute and deliver
to the Agent or cause to be executed and delivered to the Agent, on or before the Issue
Date, the following Security Documents in such forms and containing such terms and
conditions as the Agent shall require:
 8.1
    
    the Mortgagessecond priority statutory mortgages over the Vessels together
with a collateral deed of covenants;8.2
    
    the Earnings Assignmentsa second priority deed of assignment of the Earnings
and Compulsory Acquisition Compensation;8.3
    
    the Insurance Assignmentsa second priority deed of assignment of the
Insurances; and8.4
    
    the Reserve Account Rights Assignmenta second priority assignment in respect
of the reserve account in the possession of Chase.
 
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9
    
    Covenants
 9.1
    
    DurationThe undertakings in this Clause 9 shall remain in full force and
effect until the Indemnifier has no remaining obligations, actual or contingent, under
or pursuant to this Agreement or any of the other Security Documents.9.2
    
    InformationThe Indemnifier will provide to the Agent (or will procure the
provision of):
 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 of its Accounts (commencing with the audited accounts made up to
31 December 2005);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 30 June 2005);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 financial year ending 31 December 2005, annual cash flow projections on a
consolidated basis of the NCLC Group showing on a monthly basis advance ticket
sales (for at least twelve (12) months following the date of such statement)
for the NCLC Group;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;(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);(c)
    
    an outline of the assumptions supporting the
budget and financial projections referred to in paragraphs (a) and (b)
of this Clause 9.2.4;
 9.2.5
    
    within fifteen (15) days of a request from the Agent (but at
intervals no more frequently than annually at the Indemnifiers expense unless
an Event of Default has occurred and is continuing), a valuation of the Vessels
obtained in accordance with the provisions of Clause 9.16;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
 42




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Appendix D (commencing with the second quarter of the financial year ending
31 December 2005) and such other information as the Agent may request;
 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 the Agent may request; and9.2.8
    
    details of any material litigation, arbitration or
administrative proceedings which affect any Security Party as soon as the same
are instituted and served, or, to the knowledge of the Indemnifier, 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).
  9.3
    
    Dividends
 9.3.1
    
    During any financial year of the Indemnifier until the date on
which the Indemnifier becomes a listed company on an Approved Stock Exchange
(on which date the restriction contained in this Clause 9.3.1 shall cease to
apply), the Indemnifier shall not and shall procure that no other member of the
NCLC Group shall, pay any dividends or make any other distributions in respect
of its share capital to any person other than payments, distributions or
dividends:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Indemnifier which, in any financial year
of the Indemnifier ending on or after 31 December 2007, do not exceed
fifty per centum (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 Indemnifier ending on or after
31 December 2007, retained by the Indemnifier and not
previously applied pursuant to this Clause 9.3.1(b), provided
that the Indemnifier shall specify in a written notice to the
Agent a calculation (in reasonable detail) of the amount of the
current and retained Consolidated Net Income immediately prior
to such payment, distribution or dividend and the amount
thereof elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder
 43




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of the Indemnifiers share capital attributable to any member of the
NCLC Group; or
 (e)
    
    by the Indemnifier which are used to purchase
or redeem the share capital of the Indemnifier (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Indemnifier
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 Indemnifier that were (x)
received by the Indemnifier during such calendar year from sales of
equity interests of the Indemnifier to directors, consultants, officers
or employees of the Indemnifier or any other member of the NCLC Group
in connection with permitted employee compensation and incentive
arrangements and (y) from any key-man life insurance policies received
during such calendar year), which, if not used in any year, may be
carried forward to any subsequent calendar year,
 PROVIDED HOWEVER THAT
 9.3.2
    
    The Indemnifier will procure that any dividends or other
distributions and interest paid or payable in connection therewith received by
NCL International, NCL America Holdings and/or Arrasas will be paid to the
Indemnifier by way of dividend promptly on receipt.
 9.4
    
    Notification of defaultThe Indemnifier will notify the Agent of any Event of
Default forthwith upon any Security Party becoming aware of the occurrence thereof.
Upon the Agents request from time to time the Indemnifier will issue a certificate
stating whether any Security Party is aware of the occurrence of any Event of Default.9.5
    
    Consents and registrationsThe Indemnifier 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 Security Party 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
 44




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the same are complied with at all times. Insofar as such filings or registrations
have not been completed on or before the Issue Date the Indemnifier 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.
 9.6
    
    Negative pledgeThe Indemnifier will not create or permit to subsist any
Encumbrance on the whole or any part of the present or future assets of the Owners or
any other owner or prospective owner of a mortgaged vessel in the NCLC Fleet except
for:
 9.6.1
    
    Encumbrances created with the prior written consent of the Issuers;9.6.2
    
    Permitted Encumbrances;9.6.3
    
    Encumbrances created in respect of Permitted Indebtedness; and9.6.4
    
    Encumbrances created pursuant to an Apollo-Related Transaction,
 PROVIDED THAT
 9.7
    
    DisposalsExcept with the prior consent of all the Issuers, the Indemnifier
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:
 9.7.1
    
    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;9.7.2
    
    disposals of cash raised or borrowed for the purposes for
which such cash was raised or borrowed;9.7.3
    
    disposals of assets in exchange for other assets comparable or
superior as to type and value;9.7.4
    
    a vessel or any other asset owned by any member of the NCLC
Group (other than the Owners) may be sold provided such sale is on a willing
seller willing buyer basis at or about market rate and at arms length subject
always to the provisions of any loan documentation for the financing of such
vessel or other asset; and
 45




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9.7.5
    
    disposals of assets constituting Apollo-Related Transactions.
 9.8
    
    PurchasesExcept with the prior consent of all the Issuers, the Indemnifier
shall not (and will procure that no other company in the NCLC Group shall), either in a
single transaction or in a series of transactions whether related or not purchase any
asset:
 9.8.1
    
    other than on arms length terms;9.8.2
    
    which is not for its use in its ordinary course of business;9.8.3
    
    the cost of which is more than its fair market value at the
date of acquisition; or9.8.4
    
    other than an asset constituting an Apollo-Related
Transaction.
 9.9
    
    Change of name or businessExcept with the prior consent of all the Issuers,
the Indemnifier shall not (and will procure that no other Security Party shall):
 9.9.1
    
    change its name or make or threaten to make any substantial
change in its business as presently conducted or cease to perform its current
business activities; or9.9.2
    
    carry on any other business which is substantial in relation
to its business as presently conducted
 PROVIDED THAT PROVIDED FURTHER THAT
 9.10
    
    MergersExcept with the prior consent of all the Issuers, the Indemnifier will
not enter into any amalgamation, restructure, substantial reorganisation, merger,
de-merger or consolidation or anything analogous to the foregoing nor will it acquire
any equity, share capital, or obligations of any corporation or other entity and will
procure that no company in the NCLC Group (other than NCL International or NCL America
Holdings) shall do so.However, the prior consent of all the Issuers shall not be required in respect of
any consolidation, reorganisation or restructure (including the winding-up,
dissolution or cessation of business of any existing Subsidiary of the Indemnifier,
other than the Security Parties, or the creation of new Subsidiaries) (a) pursuant
to the Apollo-Related Transactions or (b) involving wholly owned (whether directly
or indirectly) Subsidiaries of the Indemnifier only which does not imperil the
security created by any of the Security Documents or affect the ability of any
Security Party duly to perform any of its obligations under any Security Document to
which it is or may be a party at any time, PROVIDED THAT, except in relation to the
Apollo-Related Transactions, the Indemnifier has first consulted with the Agent with
regard
 46




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to the proposed consolidation, reorganisation or restructure and provides evidence
satisfactory to the Agent that the Indemnifier will be in compliance with the
financial undertakings contained in Clause 9.24 after any such reorganisation or
restructure SUBJECT TO:
 9.10.1
    
    Clause 4.20; and9.10.2
    
    the cash flows from which the Indebtedness will be repaid remaining
comparable as to amount (relative to the amount of the Indebtedness) and
accessibility for the Indemnifier to the cash flows as at the date of this
Agreement, in the sole discretion of the Agent.
 For the avoidance of doubt, if the Agent is satisfied the Indemnifier will be in
compliance with the financial undertakings contained in Clause 9.24 after the
acquisition by a member of the NCLC Group of any shares in any company or
corporation, such acquisition shall not in itself constitute a merger or
consolidation with such company or corporation requiring the consent of all the
Issuers under this Clause 9.10.9.11
    
    Maintenance of status and franchisesThe Indemnifier 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.9.12
    
    Financial recordsThe Indemnifier 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 Indemnifier in accordance
with US GAAP.9.13
    
    Subordination of indebtednessThe Indemnifier shall procure that any and all
of its indebtedness with any other Security Party and/or any shareholder of the
Indemnifier is at all times fully subordinated to the Security Documents and the
obligations of the Indemnifier hereunder. The Indemnifier shall also procure that any
and all of the indebtedness, except Permitted Indebtedness, of the owners or
prospective owners of mortgaged vessels in the NCLC Fleet is at all times fully
subordinated to the Security Documents and the obligations of the Indemnifier
hereunder. Upon the occurrence of an Event of Default, the Indemnifier shall not make
or permit to be made any repayments of principal, payments of interest or of any other
costs, fees, expenses or liabilities arising from or representing such indebtedness.9.14
    
    GuaranteesSave as contemplated by this Agreement or notified by the
Indemnifier to the Agent prior to the Restatement Date, the Indemnifier will procure
that none of the owners or prospective owners of mortgaged vessels in the NCLC Fleet
will issue or enter into any guarantee or indemnity or otherwise become directly or
contingently liable for the obligations of any other person, firm or corporation,
otherwise than in the ordinary course of its business as owner of its vessel.9.15
    
    Further assuranceThe Indemnifier 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
 47




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Transaction Documents or securing to the Agent and/or the Issuers the full benefit
of the rights, powers and remedies conferred upon the Agent and/or the Issuers in
any such Transaction Document.
 9.16
    
    Valuation of the Vessels
 9.16.1
    
    The Vessels shall for the purposes of this Clause 9.16 be valued by two (2)
independent firms of shipbrokers or shipvaluers nominated by the Indemnifier
and approved by the Agent (acting on the instructions of the Issuers) or
failing such nomination and approval, appointed by the Agent (acting on such
instructions) in its sole discretion (each such valuation to be made without,
unless reasonably required by the Agent, physical inspection and on the basis
of a sale for prompt delivery for cash at arms length on normal commercial
terms as between a willing buyer and a willing seller without taking into
account the benefit of any charterparty or other engagement concerning the
Vessels). The first such set of valuations shall be that obtained within
fifteen (15) days of a request from the Agent (but at intervals no more
frequently than annually at the Indemnifiers expense unless an Event of
Default has occurred and is continuing). The average of the set of valuations
shall constitute the value of the Vessels for the purposes of this Clause 9.16.
The cost of two (2) sets of such valuations per calendar year shall be for the
Indemnifier.9.16.2
    
    The Indemnifier shall procure that forthwith upon the issuance of any
valuation obtained pursuant to this Clause 9.16 a copy thereof is sent directly
to the Agent for review.
 9.17
    
    Additional securityIf and so often as the value of the Vessels, determined as
more particularly described in Clause 9.16, plus the value (determined by the Agent in
its discretion) of any additional security for the time being provided to the Issuers
pursuant to this Clause 9.17, shall be less than one hundred per centum (100%) of the
aggregate of the amounts of the Commitment and the Loan, the Indemnifier will, within
thirty (30) days of the request of the Agent to do so, at the Indemnifiers option:
 9.17.1
    
    pay to the Agent or to its nominee a cash deposit in the amount of the
shortfall between the aggregate of the value of the Vessels and any additional
security and one hundred per centum (100%) of the aggregate of the amounts of
the Commitment and the Loan to be secured in favour of the Issuers and/or the
Agent as additional security for the payment of the Indebtedness; or9.17.2
    
    give to the Agent on behalf of the Issuers such other additional second
mortgage vessel security in amount and form acceptable to the Issuers in their
discretion such that the value of the Vessels, determined as more particularly
described in Clause 9.16, plus the value (determined by the Agent in its
discretion) of such additional second mortgage vessel security shall be no less
than one hundred and forty per centum (140%) of the aggregate of the amounts of
the Commitment and the Loan.
 9.18
    
    Evidence of goodstandingThe Indemnifier will from time to time within ten
(10) days of receipt of a request from the Agent provide the Agent with evidence in
form
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and substance satisfactory to the Agent that the Security Parties and all corporate
shareholders of any of the Security Parties remain in good standing.9.19
    
    Pari passu obligationsThe Indemnifier will ensure that, throughout the
Facility Period, the obligations of the Security Parties under or pursuant to the
Security Documents rank at least pari passuwith all other existing or future unsecured
indebtedness, obligations or liabilities of the Security Parties, other than any
mandatorily preferred by law.9.20
    
    Notification of Event of DefaultThe Indemnifier will immediately notify the
Agent in writing of the occurrence of any Event of Default.9.21
    
    Financial year endThe Indemnifier shall not change its financial year end.9.22
    
    Maintenance and insuranceThe Indemnifier will keep, and will procure that
each member of the NCLC Group keeps, all of its real property and assets properly
maintained and in existence and will comprehensively insure, and will procure that each
member of the NCLC Group comprehensively insures, for its full reinstatement cost all
of its property which is of an insurable nature in such name as the Agent shall in
writing approve and on such terms, for such amounts and of such types as would be
effected by prudent companies carrying on business similar to the Indemnifier or its
Subsidiary (as the case may be). In particular but without limitation, the Indemnifier
shall procure that the Owners maintain and insure the Vessels in accordance with the
provisions of the Mortgages.9.23
    
    VesselsThe Indemnifier will procure that the Vessels are traded within the
NCLC Fleet from the Issue Date and throughout the remainder of the Facility Period.9.24
    
    Financial covenantsThe Indemnifier will ensure that:
 9.24.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);9.24.2
    
    either:
 (a)
    
    as at 30 September 2006 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount of not less
than one hundred million Dollars (USD100,000,000); and
 9.24.3
    
    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 nought point seven (0.7) to one (1.0).Amounts available for drawing under any revolving or other credit facilities
of the NCLC Group which remain undrawn at the time of the relevant
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calculation shall not be counted as cash or indebtedness for the purposes of
this ratio.
  10 Events of Default
 10.1
    
    The Issuers and the Agents rightsIf any of the events set out in Clause
10.2 occurs and is continuing unremedied, the Issuers may at their discretion:
 10.1.1
    
    by notice to the Indemnifier declare itself to be under no further obligation
to the Indemnifier under or pursuant to this Agreement;10.1.2
    
    immediately require the Indemnifier to comply with its obligations under
Clauses 6.4 and 6.5;10.1.3
    
    cancel the Letters of Credit pursuant to Clause 2.4;10.1.4
    
    renegotiate the fees and letter of credit commission payable under this
Agreement pursuant to Clause 7.4;10.1.5
    
    exercise all or any of its rights under any of the Security Documents in such
order and in such manner as it shall deem appropriate, subject to the
provisions of the Co-ordination Deeds and Clause 16; and/or10.1.6
    
    request the execution of further Security Documents pursuant to Clause 8,
subject to the provisions of the Co-ordination Deeds.
 10.2
    
    Events of DefaultThe events referred to in Clause 10.1 are:
 10.2.1
    
    Non-paymentThe Indemnifier or any other Security Party does not pay on the
due date any part of the Indebtedness (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 10.2.1 until the
expiry of three (3) Business Days following the date on which such payment is
due), or within three (3) days of the due date any other amount, payable by it
under any Security Document to which it may at any time be a party, at the
place and in the currency in which it is expressed to be payable.10.2.2
    
    Breach of other obligations
 (a)
    
    Any Security Party 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
 50




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materially prejudicial to the interests, rights or position of the
Agent and/or the Issuers; 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.
 10.2.3
    
    MisrepresentationAny representation warranty or statement made or repeated
in, or in connection with, any Security Document or in any accounts,
certificate, statement or opinion delivered by or on behalf of any Security
Party 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.10.2.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group.(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise.(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable.(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default.
 PROVIDED THAT
 (i)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000);(ii)
    
    Financial Indebtedness being contested by the
Indemnifier in good faith will be disregarded PROVIDEDfirst that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 10.2.4(ii) shall
not apply to that Financial Indebtedness; and(iii)
    
    If at any time hereafter the Indemnifier or
any other member of the NCLC Group agrees to the incorporation of a
cross default provision into any financial contract or financial
document relating to any Financial Indebtedness that is more onerous
than this Clause 10.2.4, then the Indemnifier shall immediately notify
the Agent and that cross default provision shall be deemed to apply to
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this Agreement as if set out in full herein with effect from the date of
such financial contract or financial document and during the
currency of that financial contract or financial document.
 10.2.5
    
    Winding-upSubject to Clause 9.10, any order is made or an effective
resolution passed or other action taken for the suspension of payments or
dissolution, termination of existence, liquidation, winding-up or bankruptcy of
any member of the NCLC Group.10.2.6
    
    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.10.2.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator,
receiver, manager or similar officer is appointed in respect of any member of
the NCLC Group or in respect of all or any substantial part of the assets of
any member of the NCLC Group and in any such case such appointment is not
withdrawn within thirty (30) days (the Grace Period) unless the Agent
considers in its sole discretion that the interest of the Issuers might
reasonably be expected to be adversely affected in which event the Grace Period
shall not apply.10.2.8
    
    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.10.2.9
    
    Legal processAny distress, execution, attachment or other process affects
the whole or any substantial part of the assets of any member of the NCLC Group
and remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of twenty five million Dollars (USD25,000,000) following
final appeal remains unsatisfied for a period of thirty (30) days in the case
of a judgment made in the United States of America and otherwise for a period
of sixty (60) days PROVIDED THATno Event of Default shall be deemed to have
occurred unless the distress, execution, attachment, other process or judgment
adversely affects any Security Party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 10.2.5 to 10.2.8 (the
determination of which shall be in the Issuers sole discretion).10.2.10
    
    Analogous eventsAnything analogous to or having a substantially similar
effect to any of the events specified in sub-clauses 10.2.5 to 10.2.9 of this
Clause shall occur under the laws of any applicable jurisdiction.10.2.11
    
    Cessation of businessSubject to Clause 9.10, any member of the NCLC Group
ceases to carry on all or a substantial part of its business.
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10.2.12
    
    Revocation of consentsAny authorisation, approval, consent, licence,
exemption, filing, registration or notarisation or other requirement necessary
to enable any Security Party 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 Issuers PROVIDED THATthe Indemnifier 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 Security Party and the Agent is satisfied in its sole
discretion that the Issuers interests might reasonably be expected to be
materially adversely affected.10.2.13
    
    UnlawfulnessAt any time it is unlawful or impossible for:
 (a)
    
    any Security Party to perform any of its
obligations under any Security Document to which it is a party; or(b)
    
    the Agent or any Issuer 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 Security
Partys payment obligations under this Agreement and/or 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 10.2.13
shall not apply) where the unlawfulness or impossibility prevents any
Security Party from performing its obligations (other than its payment
obligations under this Agreement and the other Security Documents) and is
cured within a period of twenty one (21) days of the occurrence of the event
giving rise to the unlawfulness or impossibility and the relevant Security
Party, within the aforesaid period, performs its obligation(s).10.2.14
    
    InsurancesThe Owner fails to insure the Vessels in the manner specified in
the Mortgages 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.10.2.15
    
    Total LossIf the Vessels 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 or if the proceeds received at such time are insufficient to
settle or secure the Indebtedness.10.2.16
    
    Ownership and control of the IndemnifierIf:
 (a)
    
    at any time when the ordinary share capital of
the Indemnifier 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 Indemnifier by way of a share issue pursuant to a public
offering on an Approved Stock Exchange, the Lim Family (together or
 53




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individually)and Apollo in the aggregate do not or will not,
directly or indirectly, control the Indemnifier and beneficially
own, directly or indirectly, at least fifty one per centum (51%) of
the issued share capital of, and equity interest in, the
Indemnifier; or(b)
    
    at any time following the listing of the
ordinary share capital of the Indemnifier on an Approved Stock
Exchange:
 (i)
    
    any Third Party:
 (A)
    
    owns legally
and/or beneficially and either directly or indirectly
at least thirty three per centum (33%) of the ordinary
share capital of the Indemnifier; or(B)
    
    has the right
or the ability to control either directly or indirectly
the affairs of or the composition of the majority of
the board of directors (or equivalent) of the
Indemnifier,
 and, at the same time as any of the events described in
paragraphs (A) or (B) of this Clause have occurred and are
continuing, the Lim Family (together or individually) and
Apollo in the aggregate do not, directly or indirectly,
beneficially own at least fifty one per centum (51%) of the
issued share capital of, and equity interest in, the
Indemnifier; or(ii)
    
    the Indemnifier ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of all the Issuers,
 (and, for the purpose of this Clause 10.2.16 control of any company,
limited partnership or other legal entity (a body corporate) by a member
of the Lim Family and Apollo means that one (1) or more members of the Lim
Family or Apollo in the aggregate has, directly or indirectly, the power to
direct the management and policies of such a body corporate, whether through
the ownership of more than fifty per centum (50%) of the issued voting
capital of that body corporate or by contract, trust or other arrangement).10.2.17
    
    DisposalsIf the Indemnifier 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.10.2.18
    
    Prejudice to securityAnything is done or suffered or omitted to be done by
any Security Party which in the reasonable opinion of the Agent would or might
be expected to imperil the security created by any of the Security Documents.
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10.2.19
    
    Material Adverse EffectAny event or circumstance occurs which the Issuers
believe has had or reasonably believe will have a Material Adverse Effect.10.2.20
    
    Governmental interventionThe authority of any member of the NCLC Group in
the conduct of its business is wholly or substantially curtailed by any seizure
or intervention by or on behalf of any authority and within ninety (90) days of
the date of its occurrence any such seizure or intervention is not relinquished
or 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 Issuers PROVIDED THATthe Indemnifier 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 Issuers interest
might reasonably be expected to be materially adversely affected.
 11
    
    Set-Off and Lien
 11.1
    
    Set-offSubject to the provisions of the Co-ordination Deeds and Clauses 15
and 16, the Indemnifier irrevocably authorises the Issuers and the Agent and each of
their respective Affiliates following an Event of Default and for so long as such Event
of Default is continuing, at any time after all or any part of the Indebtedness shall
have become due and payable, to set off without notice any liability of the Indemnifier
to the Issuers or the Agent (whether present or future, actual or contingent, and
irrespective of the branch or office, currency or place of payment) against any credit
balance from time to time standing on any account of the Indemnifier (whether current
or otherwise and whether or not subject to notice) with any branch of the Issuers or
the Agent or each of their respective Affiliates in or towards satisfaction of the
Indebtedness and, in the name of the Issuers, the Agent, the Indemnifier or any of
their respective Affiliates, to do all acts (including, without limitation, converting
or exchanging any currency) and execute all documents which may be required to effect
such application.11.2
    
    LienSubject to the provisions of the Co-ordination Deeds and Clause 16,
following an Event of Default and for so long as such Event of Default is continuing,
the Issuers and the Agent shall have a lien on and be entitled to retain and realise as
additional security for the repayment of the Indebtedness any cheques, drafts, bills,
notes or negotiable or non-negotiable instruments and any stocks, shares or marketable
or other securities and property of any kind of the Indemnifier (or of the Issuers or
the Agent as agent or nominee of the Indemnifier) from time to time held by the Issuers
or the Agent whether for safe custody or otherwise.11.3
    
    Restrictions on withdrawalDespite any term to the contrary in relation to any
deposit or credit balance at any time on any account of the Indemnifier with the
Issuers, no such deposit or balance shall be repayable or capable of being assigned,
mortgaged, charged or otherwise disposed of or dealt with by the Indemnifier during the
Facility Period except in accordance with the Security Documents, but the Issuers or
the Agent may from time to time permit the withdrawal of all or any part of any such
deposit or balance without affecting the continued application of this Clause. This
Clause 11.3 shall take effect only from and after the occurrence of an Event of
Default.
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11.4
    
    ApplicationThe Indemnifier irrevocably authorises the Agent to apply all sums
which the Agent may receive:
 11.4.1
    
    pursuant to a sale or other disposition of the Vessels or any right, title or
interest in the Vessels; or11.4.2
    
    by way of payment to the Agent of any sum in respect of the Insurances,
Earnings or Compulsory Acquisition; or11.4.3
    
    otherwise arising under or in connection with any of the Security Documents
 in or towards satisfaction, or by way of retention on account, of the Indebtedness,
in such manner as the Issuers may in their discretion determine, subject to the
provisions of the Co-ordination Deeds.
 12
    
    Assignment and Transfer
 12.1
    
    Right to assignAn Issuer may assign all or any of its rights or transfer all
or any of its rights and obligations in each case by way of guarantee under or pursuant
to the Security Documents to any other branch of the Issuer or, with the prior approval
of the Indemnifier, which approval shall be given by way of a Communication and shall
not be unreasonably withheld or delayed, to any other bank or financial institution.
Further DnB NOR may transfer up to fifty per centum (50%) of its rights and obligations
under or pursuant to the Security Documents to DnB NORs Transferee. In such case the
Original Letter of Credit issued by DnB NOR shall be replaced by two (2) Letters of
Credit, one (1) issued by DnB NOR and the other by DnB NORs Transferee. DnB NORs
Transferee shall become a party to this Agreement as an Issuer from the date of issue
of its Letter of Credit.12.2
    
    Indemnifiers co-operationThe Indemnifier will co-operate fully with the
Issuers in connection with any assignment or transfer; will execute and procure the
execution of such documents as the Issuers may require in connection therewith; and
irrevocably authorises the Issuers to disclose to any proposed assignee or transferee
(whether before or after any assignment or transfer and whether or not any assignment
or transfer shall take place) all information relating to the Security Parties, the
Issuers Obligations or the Transaction Documents which the Issuers may in their
discretion consider necessary or desirable.12.3
    
    Rights of assignee or transfereeAny assignee or transferee of an Issuer shall
(unless limited by the express terms of the assignment or transfer) take the full
benefit and assume the full obligations of every provision of the Security Documents
benefiting or obliging the relevant Issuer.
 13
    
    Payments, Reserve Requirements and Illegality
 13.1
    
    PaymentsAll amounts payable by the Indemnifier or the Owners under or
pursuant to any of the Security Documents shall be paid to such accounts at such banks
as the Agent on behalf of the Issuers may from time to time direct to the Indemnifier,
and shall be paid in the Currency of Account in same day funds. Payments shall be
deemed to have been received by the Agent on the date on which the Agent receives
authenticated advice of receipt, unless that advice is received by the Agent on a day
other than a Business Day or at a time of day (whether on a
 56




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Business Day or not) when the Agent in its discretion considers that it is
impossible or impracticable for the Agent to utilise the amount received for value
that same day, in which event the payment in question shall be deemed to have been
received by the Agent on the Business Day next following the date of receipt of
advice by the Agent.13.2
    
    No deductions or withholdingsAll payments to be made by the Indemnifier and
the Owners pursuant to the Security Documents shall, subject only to Clause 13.3, be
made free and clear of and without deduction for or on account of any Taxes or other
deductions, withholdings, restrictions, conditions or counterclaims of any nature.13.3
    
    Grossing-upIf at any time any law requires (or is interpreted to require) the
Indemnifier or the Owners to make any deduction or withholding from any payment, or to
change the rate or manner in which any required deduction or withholding is made, the
Indemnifier or the Owners (as the case may be) will promptly notify the Agent and,
simultaneously with making that payment, will pay to the Agent whatever additional
amount (after taking into account any additional Taxes on, or deductions or
withholdings from, or restrictions or conditions on, that additional amount) is
necessary to ensure that, after making the deduction or withholding, the Agent receives
a net sum equal to the sum which it would have received had no deduction or withholding
been made.13.4
    
    Evidence of deductionsIf at any time the Indemnifier or the Owners are
required by law to make any deduction or withholding from any payment to be made by it
pursuant to any of the Security Documents, the Indemnifier or the Owners (as the case
may be) will pay the amount required to be deducted or withheld to the relevant
authority within the time allowed under the applicable law and will, no later than
thirty (30) days after making that payment, deliver to the Agent an original receipt
issued by the relevant authority, or other evidence acceptable to the Agent, evidencing
the payment to that authority of all amounts required to be deducted or withheld.13.5
    
    RebateIf the Indemnifier or the Owners make any deduction or withholding from
any payment under or pursuant to any of the Security Documents, and the Agent or an
Issuer subsequently receives a refund or allowance from any tax authority which the
Agent or the Issuer (as the case may be) identifies as being referable to that
deduction or withholding, the Agent or the Issuer (as the case may be) shall, as soon
as reasonably practicable, pay to the Indemnifier or the Owners (as the case may be) an
amount equal to the amount of the refund or allowance received, if and to the extent
that it may do so without prejudicing its right to retain that refund or allowance and
without putting itself in any worse financial position than that in which it would have
been had the deduction or withholding not been required to have been made. Nothing in
this Clause shall be interpreted as imposing any obligation on the Agent or an Issuer
to apply for any refund or allowance nor as restricting in any way the manner in which
the Agent or any Issuer organises its tax affairs, nor as imposing on the Agent or any
Issuer any obligation to disclose to the Indemnifier any information regarding its tax
affairs or tax computations.13.6
    
    Adjustment of due datesIf any payment to be made under any of the Security
Documents shall be due on a day which is not a Business Day, that payment shall be made
on the next succeeding Business Day (unless the next succeeding Business Day falls in
the next calendar month in which event the payment shall be made on
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the next preceding Business Day). Any such variation of time shall be taken into
account in computing any interest in respect of that payment.13.7
    
    Change in lawIf, by reason of the introduction of any law, or any change in
any law, or the interpretation or administration of any law, or in compliance with any
request or requirement from any central bank or any fiscal, monetary or other
authority:
 13.7.1
    
    an Issuer (or the holding company of an Issuer) shall be subject to any Tax
with respect to the Issuers Obligations; or13.7.2
    
    the basis of Taxation of payments to an Issuer in respect of all or any part
of the Indebtedness shall be changed; or13.7.3
    
    any reserve requirements shall be imposed, modified or deemed applicable
against assets held by or deposits in or for the account of or loans by any
branch of an Issuer; or13.7.4
    
    the manner in which an Issuer allocates capital resources to its obligations
under this Agreement or any ratio (whether cash, capital adequacy, liquidity or
otherwise) which an Issuer is required or requested to maintain shall be
affected; or13.7.5
    
    there is imposed on an Issuer (or on the holding company of an Issuer) any
other condition in relation to the Indebtedness or the Security Documents;
 and the result of any of the above shall be to increase the cost to an Issuer (or to
the holding company of an Issuer) of the Issuer undertaking or maintaining the
Issuers Obligations, or to cause an Issuer to suffer (in its opinion) a material
reduction in the rate of return on its overall capital below the level which it
reasonably anticipated at the date of this Agreement and which it would have been
able to achieve but for its entering into this Agreement and/or performing its
obligations under this Agreement, the Indemnifier shall from time to time pay to an
Issuer on demand the amount which shall compensate the Issuers (or the holding
company of the Issuer) for such additional cost or reduced return. A certificate
signed by an authorised signatory of the relevant Issuer setting out the amount of
that payment and the basis of its calculation shall be submitted to the Indemnifier
by the Agent and shall be conclusive evidence of such amount save for manifest error
or on any question of law.13.8
    
    Illegality and impracticalityNotwithstanding anything contained in the
Security Documents, the obligation of an Issuer to issue its Letter of Credit shall
terminate in the event that a change in any law or in the interpretation of any law by
any authority charged with its administration shall make it unlawful or, in the
opinion of the relevant Issuer, impracticable for it to issue its Letter of Credit.
In that event the Agent shall, by written notice to the Indemnifier, declare the
relevant Issuers obligations under this Agreement to be immediately terminated.
 14
    
    Agent
 14.1
    
    Decision makingAny determination of the Issuers shall be ascertained by the
Agent either:
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14.1.1
    
    by means of a telefax sent by the Agent to each of the Issuers in identical
terms on the proposal or matter in issue; or14.1.2
    
    by means of the vote of representatives of each Issuer at a meeting convened
by the Agent and held for the purpose of discussing (inter alia) such proposal
or matter in issue.
 Furthermore, it is hereby agreed by the Issuers that where a decision of the Issuers
is sought by the Agent by means of a telefax sent in accordance with paragraph (a)
above and PROVIDED THATthe Agent verifies forthwith by telephone with each relevant
Issuer that it has received such telefax in good order, then the Agent may in its
telefax:
 (a)
    
    recommend a proposed course of action to be taken by the
Issuers; and(b)
    
    specify a time limit (of not less than three (3) Business Days)
within which the Issuers are required to respond to the Agents recommendation
 so that, if any Issuer fails to notify the Agent within such time limit of its
response to the recommendation, such Issuer shall be deemed to have accepted and
approved the course of action proposed by the Agent.
 14.2
    
    The Agent
 14.2.1
    
    Each of the Issuers hereby appoints the Agent to act as its agent under this
Agreement and the Security Documents with such rights, powers and discretions
as are expressly delegated to the Agent hereunder and thereunder.14.2.2
    
    The Agent shall:
 (a)
    
    promptly inform the Issuers of the contents of
any notice or request received by it from the Indemnifier under this
Agreement (whether such notice or request is addressed to the Agent
alone or the Agent on behalf of the Issuers) and of any information
delivered to it pursuant to Clause 9.2 and of any other matters which
the Agent considers material;(b)
    
    promptly deliver to the Issuers copies of any
accounts and certificates delivered to it pursuant to Clause 9.2 and,
as soon as reasonably practicable, copies of the documents delivered in
satisfaction of the requirements of Clause 3;(c)
    
    promptly inform the Issuers in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Agent being under
any obligation to give prior notice to the Issuers of any such
exercise);(d)
    
    promptly notify the Issuers of the occurrence
of any Event of Default or any other default by the Indemnifier in the
due performance of or compliance with its material obligations under
this Agreement of which the Agent has actual knowledge or actual notice
and the occurrence of which the Agent has verified;
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(e)
    
    if directed by the Issuers, exercise (or
refrain from exercising) any right, power or discretion vested in it
hereunder in accordance with the directions of the Issuers provided,
however, that it may refrain from acting in accordance with any such
directions until it has received such security as it may require
(whether by way of payment in advance or otherwise) for all costs,
claims, expenses (including legal fees) and liabilities which it will
or may expend or incur in complying with such directions and for this
purpose the Agent shall make a demand for such security addressed to
all the Issuers;(f)
    
    receive from the Indemnifier all payments of
principal, interest and other moneys expressed to be payable to the
Agent hereunder on behalf of all or any of the Issuers and shall
promptly distribute the same amongst the Issuers and itself in
accordance with the terms of this Agreement pending which the Agent
shall hold any and all such moneys on trust for the Issuers and itself;
and(g)
    
    enter into any amendment to any of the Security
Documents or grant any waiver of any obligation of any of the Security
Parties under any of such Security Documents if so instructed by the
Issuers.
 14.2.3
    
    The relationship between the Agent on the one part and each Issuer on the
other is that of agent and principal and, except in relation to any moneys
referred to in Clause 14.2.2(f) and held by the Agent pending distribution
hereunder, the Agent shall not have a fiduciary relationship with or be, or be
deemed to be, a trustee of or for any such party.14.2.4
    
    In addition to the powers expressly given to the Agent by this Agreement:
 (a)
    
    the Issuers may give the Agent (generally or in
any particular case) any powers which the Issuers consider appropriate;
and(b)
    
    the Agent has power to take any other action
which it considers to be reasonably incidental or conducive to the
performance of its functions under this Agreement or otherwise
appropriate in the context of those functions, including the exercise
of any powers given to it by the Issuers.
 14.2.5
    
    The rights, powers and discretions vested in the Agent by this Agreement
shall only be exercised by the Agent in accordance with the instructions of the
Issuers provided however that the Agent shall be entitled (but not bound) to
exercise or refrain from exercising any such right, power or discretion without
the directions of the Issuers if the Agent believes that the immediate exercise
of such right, power or discretion is necessary or desirable to protect the
interests of the Issuers under or in respect of this Agreement.Where any right, power or discretion is vested in the Agent under this
Agreement but is expressed as being exercisable in accordance with the
directions of the Issuers, such right, power or discretion shall not be
exercised by the Agent without the lawful directions of the Issuers.
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14.2.6
    
    Notwithstanding anything to the contrary expressed or implied herein, the
Agent shall not:
 (a)
    
    be bound to enquire as to the occurrence or
otherwise of any Event of Default or as to the performance by the
Indemnifier of its obligations under this Agreement;(b)
    
    be bound to disclose to any other person any
information relating to the Indemnifier if such disclosure would or
might in its opinion constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person;(c)
    
    have any responsibility to the Issuers for:
 (i)
    
    the financial position,
creditworthiness, affairs or prospects of the Indemnifier;(ii)
    
    the performance or
non-performance howsoever by the Indemnifier of any of its
obligations hereunder;(iii)
    
    the due execution,
effectiveness, genuineness, validity or enforceability of this
Agreement or any document relating hereto or any filing or
recording thereof or the taking of any other action whatsoever
and howsoever in connection therewith or the collectability of
any sum due hereunder;(iv)
    
    any computations and/or
information supplied to the Issuers by the Agent in reliance
upon which the Issuers have entered into this Agreement;
 (d)
    
    be under any liability whatsoever for any
consequence of relying on:
 (i)
    
    any written communication or
document believed by it to be genuine or correct and to have
been communicated or signed by the person by whom it is
purported to have been communicated or signed; or(ii)
    
    the advice or opinions of any
professional advisers selected by it;
 (e)
    
    be under any duty to account to any Issuer or
the Agent for any sum received by it for its own account or the profit
element of any such sum; or(f)
    
    be under any obligation other than those for
which express provision is made herein.
 14.2.7
    
    The Agent may:
 (a)
    
    carry out its duties hereunder through such
officers, directors, employees, consultants or independent agents as it
may in its unfettered discretion think fit;
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(b)
    
    assume that no Event of Default has occurred
and that the Indemnifier is not in breach of its obligations under this
Agreement unless the Agent has actual knowledge or actual notice to the
contrary;(c)
    
    engage and pay for the advice or services of
any internal or external lawyers, accountants, surveyors or other
experts whose advice or services may to it seem necessary, expedient or
desirable and rely upon any advice so obtained;(d)
    
    rely as to any matters of fact which might
reasonably be expected to be within the knowledge of the Indemnifier
upon a certificate signed by or on behalf of the Indemnifier; and(e)
    
    rely upon any communication or document
believed by it to be genuine.
 14.2.8
    
    It is understood that each of the Issuers has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Indemnifier and, accordingly, each of the
Issuers warrants to the Agent that it has not relied and will not rely on the
Agent:
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Indemnifier in connection with this Agreement; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Indemnifier.
 14.2.9
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent in the ordinary course of its business
and in accordance with its usual practices. In performing its duties and
functions hereunder, the Agent shall exercise the same care as it normally
exercises in making and administering loans for its own account, but assumes no
further responsibility in respect of such performance.14.2.10
    
    The Agent shall not be under any liability as a result of taking or omitting
to take any action in relation to this Agreement save in the case of gross
negligence or wilful misconduct and the Issuers will not assert or seek to
assert against any director, officer or employee of the Agent any claim they
might have against any of them in respect of the matters referred to in this
Clause 14.2.10.14.2.11
    
    Neither the Agent (nor any officer thereof) shall be precluded by reason of
so acting from underwriting, guaranteeing the subscription of or subscribing
for or otherwise acquiring, holding or dealing with any debentures, shares or
securities whatsoever of the Indemnifier or from entering into any contract or
financial or other transaction with or from engaging in any banking or other
business with the Indemnifier and shall not be liable to
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account for any profit made or payment received by it thereby or in
connection therewith.
 14.3
    
    Retirement and replacement of the Agent
 14.3.1
    
    The Agent may retire at any time without assigning any reason by giving to
the Indemnifier and the Issuers not less than thirty (30) days notice of its
intention to do so. Unless the Agent in its notice of retirement nominates any
of its associated companies to be its successor, the successor Agent may be
appointed by the Issuers (with the prior written consent of the Indemnifier,
such consent not to be unreasonably withheld or delayed) during such thirty
(30) day period PROVIDED THAT, should they fail to do so, the Agent may then
appoint as its successor a reputable and experienced bank with an office in
Oslo, Norway or London, England.14.3.2
    
    If any Issuer is dissatisfied with the Agent and wants it to be replaced,
such Issuer shall consult with the other relevant Issuers and the Indemnifier
for a period of up to thirty (30) days to decide whether the Agent should be
replaced and, if so, by whom (such replacement being one of the relevant
Issuers or an associated company thereof). If at the end of such period the
relevant Issuers unanimously agree that the Agent should be replaced by a
particular Issuer or one of its associated companies, and if the Indemnifier
consents in writing to the identity of the proposed replacement (such consent
(a) not to be unreasonably withheld and (b) not to be required if an Event of
Default has occurred and is continuing), then notice shall be given by the
relevant Issuers to the Agent specifying the date, being not fewer than five
(5) Business Days after the date of such notice, on which the appointment of
the successor Agent is, subject to Clause 14.3.4, to take effect.14.3.3
    
    For the purposes of this Clause 14.3:
 (a)
    
    an associated company of the Agent and/or any
Issuer shall mean any company which is a holding company of the Agent
and/or such Issuer or a wholly-owned subsidiary of it or its parent
company; and(b)
    
    relevant Issuers means all of the Issuers
other than that Issuer which acts as Agent or whose associated company
acts in such capacity.
 14.3.4
    
    Any appointment of a successor Agent under Clause 14.3.1 or 14.3.2 shall take
effect upon:
 (a)
    
    the successor confirming in writing its
agreement to be bound by the provisions of this Agreement; and(b)
    
    notice thereof by the Agent and its successor
(which notice, shall specify the banks to which payments to the new
Agent shall be made thereafter) being given to each of the other
parties to this Agreement.
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14.3.5
    
    If a successor to the Agent is appointed under the provisions of this
Clause 14.3:
 (a)
    
    the outgoing Agent shall be discharged from any
further obligation under this Agreement;(b)
    
    its successor and each of the other parties
hereto shall have the same rights and obligations amongst themselves as
they would have had if such successor had been a party hereto in place
of the outgoing Agent;(c)
    
    Clause 14 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent in relation to any claim or loss which may be brought
against or incurred by it in connection with or as a result of any act,
omission, breach, neglect or other occurrence or matter relating to or
arising out of this Agreement which took place before its resignation.
 15
    
    Sharing among the Issuers
 15.1
    
    Payments to IssuersIf an Issuer or its Affiliate (a Recovering Issuer)
receives or recovers any amount from a Security Party other than in accordance with
Clause 13.1 and applies that amount to a payment due under the Security Documents then:
 15.1.1
    
    the Recovering Issuer shall, within three (3) Business Days, notify details
of the receipt or recovery, to the Agent;15.1.2
    
    the Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Issuer would have been paid had the receipt or recovery
been received or made by the Agent and distributed in accordance with Clause
14.2.2(f), without taking account of any Tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and15.1.3
    
    the Recovering Issuer shall, within three (3) Business Days of demand by the
Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt
or recovery less any amount which the Agent determines may be retained by the
Recovering Issuer as its share of any payment to be made, in accordance with
Clauses 11.4 and 14.2.2(f).
 15.2
    
    Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it
had been paid by the relevant Security Party and distribute it between the Issuers
(other than the Recovering Issuer) in accordance with Clause 14.2.2(f).15.3
    
    Recovering Issuers rights
 15.3.1
    
    On a distribution by the Agent under Clause 15.2, the Recovering Issuer will
be subrogated to the rights of the Issuers which have shared in the
redistribution.15.3.2
    
    If and to the extent that the Recovering Issuer is not able to rely on its
rights under Clause 15.3.1, the relevant Security Party shall be liable to the
Recovering Issuer for a debt equal to the Sharing Payment which is immediately
due and payable.
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15.4
    
    Reversal of redistributionIf any part of the Sharing Payment received or
recovered by a Recovering Issuer becomes repayable and is repaid by that Recovering
Issuer then:
 15.4.1
    
    each Issuer which has received a share of the relevant Sharing Payment
pursuant to Clause 15.2 shall, upon request of the Agent, pay to the Agent for
account of that Recovering Issuer an amount equal to the appropriate part of
its share of the Sharing Payment (together with an amount as is necessary to
reimburse that Recovering Issuer for its proportion of any interest on the
Sharing Payment which that Recovering Issuer is required to pay); and15.4.2
    
    that Recovering Issuers rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Security Party will be liable
to the reimbursing Issuer for the amount so reimbursed.
 15.5
    
    Exceptions
 15.5.1
    
    This Clause 15 shall not apply to the extent that the Recovering Issuer would
not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Security Party.15.5.2
    
    A Recovering Issuer is not obliged to share with any other Issuer any amount
which the Recovering Issuer has received or recovered as a result of taking
legal or arbitration proceedings if:
 (a)
    
    it notified that other Issuer of the legal or
arbitration proceedings; and(b)
    
    that other Issuer had an opportunity to
participate in those legal or arbitration proceedings but did not do so
as soon as reasonably practicable having received notice and did not
take separate legal or arbitration proceedings.
 16
    
    Default Procedure
 16.1
    
    Event of DefaultIf at any time an Event of Default occurs, the Issuers shall
consult together with a view to determining the action to be taken in relation to such
default pursuant to Clause 10.1.16.2
    
    Acceleration EventAt any time following an Acceleration Event the Agent may
and shall, if so instructed by two (2) Issuers, subject to the provisions of the
Co-ordination Deeds, declare the security constituted by the Security Documents to be
enforceable and take any steps it considers appropriate to enforce such security.
 17
    
    The Letters of Credit and the Issuers
 17.1
    
    Simultaneous issueAn Issuer shall not be obliged to issue its Letter of
Credit unless the other Issuers shall issue the other Letters of Credit simultaneously.17.2
    
    DraftAn Issuer shall immediately notify the other Issuers through the Agent
if it is presented with a draft by Chase under its Letter of Credit. If:
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17.2.1
    
    all the other Issuers have not been presented with a draft by Chase pursuant
to exhibit C to each of the Letters of Credit, any Issuer that has received a
draft shall immediately request Chase to present drafts to itself and the other
Issuers in the form prescribed by exhibit C to each of the Letters of Credit.
If, notwithstanding the foregoing provisions of this Clause 17.2.1, Chase does
not present such drafts and any Issuer that has received the draft (the Paying
Issuer), in all the circumstances, considers it necessary to make the full
payment requested by Chase in such draft, the Paying Issuer shall be entitled
to a contribution from the other Issuers (the Indemnifying Issuers). The
contributions of the Indemnifying Issuers shall be in the Proportion of the
amount demanded under the draft less the Proportion of any amount received by
the Paying Issuer from the Indemnifier in respect of the Issuers Obligations
under that draft within the relevant seven (7) Business Day period; or17.2.2
    
    each of the Issuers is presented with a draft but the amounts of the drafts
are not in the correct Proportions, each of the Issuers shall immediately
request Chase to present it with a draft in accordance with exhibit C to the
relevant Letter of Credit. If, notwithstanding the foregoing provisions of
this Clause 17.2.2, Chase does not re-present drafts in accordance with exhibit
C to each of the Letters of Credit and the Issuers, in all the circumstances,
consider it necessary to make the payments requested by Chase, an Issuer that
has paid in excess of the relevant Proportion of the aggregate amount of the
drafts shall be entitled to a contribution from the other Issuers in such
excess amount less the Proportion of any amount received by the relevant Issuer
from the Indemnifier in respect of the Issuers Obligations under that draft
within the relevant seven (7) Business Day period.
 17.3
    
    ExtensionNot less than seventy five (75) days before the date falling three
hundred and sixty four (364) days from the Issue Date and from the last day of any
subsequent period of three hundred and sixty four (364) days, each Issuer shall notify
the others through the Agent whether it shall be extending its Letter of Credit at the
end of the current three hundred and sixty four (364) day period. If an Issuer wishes
to give notice of cancellation of its Letter of Credit it shall do so on the seventieth
(70th) day prior to the date falling three hundred and sixty four (364) days from the
Issue Date or from the first day of any subsequent period of three hundred and sixty
four (364) days (as the case may be) or, if such day is not a Business Day, on the next
Business Day (in Oslo, Norway and New York, New York, United States of America).If an Issuer has notified the other Issuers as aforesaid that it shall be extending
its Letter of Credit at the end of the current three hundred and sixty four (364)
day period and subsequently changes its decision, the Issuer that has changed its
decision shall use its best endeavours to ensure that the other Issuers are notified
of its changed decision not less than one (1) Business Day (in Oslo, Norway and New
York, New York, United States of America) prior to the sixtieth (60th) day prior to
the date falling three hundred and sixty four (364) days from the Issue Date or from
the first day of any subsequent period of three hundred and sixty four (364) days
(as the case may be).
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18
    
    Communications
 18.1
    
    MethodAny Communication may be given, delivered, made or served (as the case
may be) under or in relation to this Agreement by letter or fax and shall be in the
English language and sent addressed:
 18.1.1
    
    in the case of an Issuer to that Issuer at its address set out in Appendix A;18.1.2
    
    in the case of the Agent to the Agent at its address set out in Appendix A;
and18.1.3
    
    in the case of the Indemnifier to the Communications Address;
 or to such other address or fax number as an Issuer, the Agent or the Indemnifier
may designate for itself by written notice to the others, through the Agent in the
case of an Issuer or the Indemnifier.18.2
    
    TimingA Communication shall be deemed to have been duly given, delivered,
made or served to or on, and received by, the Indemnifier:
 18.2.1
    
    in the case of a fax when the sender receives one or more transmission
reports showing the whole of the Communication to have been transmitted to the
correct fax number;18.2.2
    
    if delivered to an officer of the Indemnifier or left at the Communications
Address at the time of delivery or leaving; or18.2.3
    
    if posted, at 9.00 a.m. in the place of deemed receipt on the Business Day
two (2) Business Days after posting by prepaid first class or express airmail
(as appropriate) post.
 A Communication shall only be deemed to have been duly given, delivered, made or
served to or on, and received by, the Issuers or the Agent on actual receipt of the
whole of that Communication by the Issuers or the Agent (as the case may be).18.3
    
    IndemnityThe Indemnifier shall indemnify the Agent and the Issuers against
any cost, claim, liability, loss or expense (including legal fees and any Value Added
Tax or any similar or replacement tax (if applicable)) which the Agent or the Issuers
may sustain or incur as a consequence of any Communication sent by or on behalf of the
Indemnifier by fax not being received by its intended recipient, or being received
incomplete, or by reason of any Communication purportedly having been sent by or on
behalf of the Indemnifier having been sent fraudulently.
 19
    
    General Indemnities
 19.1
    
    CurrencyIn the event of the Agent or an Issuer receiving or recovering any
amount payable under any of the Security Documents in a currency other than the
Currency of Account, and if the amount received or recovered is insufficient when
converted by the Agent or the Issuer (as the case may be) into the Currency of Account
at the date of receipt in accordance with the Agents or the Issuers usual practice to
satisfy in full the amount due, the Indemnifier shall, on the Agents written demand,
pay to the Agent such further amount in the Currency of Account as is sufficient to
satisfy in full the amount due and that further amount shall be due
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to the Agent or the Issuer (as the case may be) as a separate debt under this
Agreement.19.2
    
    Costs and expensesThe Indemnifier will, within fourteen (14) days of the
Agents written demand, reimburse the Agent or the Issuers (as the case may be) for all
costs and expenses (including Value Added Tax or any similar or replacement tax if
applicable) of and incidental to:
 19.2.1
    
    the negotiation, preparation, execution, registration, syndication and
administration of the Security Documents and the Issue Request (whether or not
any of the Security Documents are actually executed or registered and whether
or not any of the Issue Request or the Letters of Credit is issued);19.2.2
    
    any amendments, addenda or supplements to any of the Security Documents
(whether or not completed);19.2.3
    
    any other documents which may at any time be required by the Agent to give
effect to any of the Security Documents or which the Agent or the Issuers is or
are entitled to call for or obtain pursuant to any of the Security Documents
(including, without limitation, all premiums and other sums from time to time
payable by the Agent in relation to the Mortgagees Insurances); and19.2.4
    
    the exercise of the rights, powers, discretions and remedies of the Agent and
the Issuers under or pursuant to the Security Documents.
 19.3
    
    Events of DefaultThe Indemnifier shall indemnify the Issuers and the Agent
from time to time on demand against all losses and costs incurred or sustained by the
Issuers or the Agent as a consequence of any Event of Default.19.4
    
    Protection and enforcementThe Indemnifier shall indemnify the Issuers and the
Agent from time to time on demand against all claims, losses, costs, including but
without limitation legal costs, and expenses which the Issuers or the Agent may from
time to time sustain, incur or become liable for in or about the protection,
maintenance or enforcement of the rights conferred on the Issuers or the Agent by the
Security Documents or in or about the exercise or purported exercise by the Issuers or
the Agent of any of the rights, powers, discretions or remedies vested in them or it
under or arising out of the Security Documents, including (without limitation) any
losses, costs and liabilities which the Agent and/or the Issuers may from time to time
sustain, incur or become liable for by reason of the Agent and/or the Issuers being a
mortgagee of the Vessels, or by reason of the Agent and/or the Issuers being deemed by
any court or authority to be an operator or controller, or in any way concerned in the
operation or control, of the Vessels.19.5
    
    Liabilities of the IssuersThe Indemnifier will from time to time reimburse
the Issuers or the Agent on demand for all sums which the Issuers or the Agent may pay
or become actually or contingently liable for on account of the Indemnifier or in
connection with the Vessels (whether alone or jointly or jointly and severally with any
other person) including (without limitation) all sums which the Issuers or the Agent
may pay or guarantees which they or it may give in respect of the Insurances, any costs
or expenses incurred by the Issuers or the Agent in connection with the maintenance or
repair of the Vessels or in discharging any lien, bond or
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other claim relating in any way to the Vessels, and any sums which the Issuers or
the Agent may pay or guarantee which they or it may give to procure the release of
the Vessels from arrest or detention.19.6
    
    TaxesThe Indemnifier shall pay all Taxes to which all or any part of the
Indebtedness or any of the Security Documents may be at any time subject and shall
indemnify the Issuers or the Agent on demand against all liabilities, costs, claims and
expenses resulting from any omission to pay or delay in paying any such Taxes.
 20
    
    Miscellaneous
 20.1
    
    WaiversNo failure or delay on the part of the Issuers or the Agent in
exercising any right, power, discretion or remedy under or pursuant to any of the
Security Documents, nor any actual or alleged course of dealing between the Issuers or
the Agent and the Indemnifier, shall operate as a waiver of, or acquiescence in, any
default on the part of any Security Party, unless expressly agreed to do so in writing
by the Issuers or the Agent (as the case may be), nor shall any single or partial
exercise by the Issuers or the Agent of any right, power, discretion or remedy preclude
any other or further exercise of that right, power, discretion or remedy, or the
exercise by the Issuers or the Agent of any other right, power, discretion or remedy.20.2
    
    No oral variationsNo variation or amendment of any of the Security Documents
shall be valid unless in writing and signed on behalf of the Issuers or the Agent (in
the case of this Agreement).20.3
    
    SeverabilityIf at any time any provision of any of the Security Documents is
invalid, illegal or unenforceable in any respect that provision shall be severed from
the remainder and the validity, legality and enforceability of the remaining provisions
shall not be affected or impaired in any way.20.4
    
    Successors etc.The Security Documents shall be binding on the Security
Parties and on their respective successors and permitted transferees and assignees, and
shall inure to the benefit of each of the Issuers and the Agent and their respective
successors, transferees and assignees. The Indemnifier may not assign or transfer any
of its rights or obligations under or pursuant to any of the Security Documents without
the prior written consent of the Issuers.20.5
    
    Further assuranceIf any provision of the Security Documents shall be invalid
or unenforceable in whole or in part by reason of any present or future law or any
decision of any court, or if the documents at any time held by the Agent or the Issuers
are considered by the Agent for any reason insufficient to carry out the terms of this
Agreement, then from time to time the Indemnifier will promptly, on demand by the
Agent, execute or procure the execution of such further documents as in the opinion of
the Issuers are necessary to provide adequate security for the repayment of the
Indebtedness.20.6
    
    Other arrangementsThe Issuers or the Agent (acting on the instructions of the
Issuers) may, without prejudice to their or its rights under or pursuant to the
Security Documents, at any time and from time to time, on such terms and conditions as
they may in their or its discretion determine, and without notice to the Indemnifier or
the Owners, grant time or other indulgence to, or compound with,
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any other person liable (actually or contingently) to the Issuers and the Agent in
respect of all or any part of the Indebtedness, and may release or renew negotiable
instruments and take and release securities and hold funds on realisation or
suspense account without affecting the liabilities of the Indemnifier or the rights
of the Issuers and the Agent under or pursuant to the Security Documents.20.7
    
    AdvisersThe Indemnifier (for itself and on behalf of the Owners) irrevocably
authorises the Agent, at any time and from time to time during the Facility Period, to
consult insurance advisers on any matters relating to the Insurances, including,
without limitation, the collection of insurance claims, and from time to time to
consult or retain advisers or consultants to monitor or advise on any other claims
relating to the Vessels. The Indemnifier or the Owners will provide such advisers and
consultants with all information and documents which they may from time to time require
and will reimburse the Agent on demand for all costs and expenses incurred by the Agent
in connection with the consultation or retention of such advisers or consultants.20.8
    
    DelegationEach of the Issuers and the Agent may at any time and from time to
time delegate to any person any of its rights, powers, discretions and remedies
pursuant to the Security Documents on such terms as it may consider appropriate
(including the power to sub-delegate).20.9
    
    Rights etc. cumulativeEvery right, power, discretion and remedy conferred on
the Issuers or the Agent under or pursuant to the Security Documents shall be
cumulative and in addition to every other right, power, discretion or remedy to which
it may at any time be entitled by law or in equity. Each of the Issuers and the Agent
may exercise each of its rights, powers, discretions and remedies as often and in such
order as it deems appropriate. The exercise or the beginning of the exercise of any
right, power, discretion or remedy shall not be interpreted as a waiver of the right to
exercise that or any other right, power, discretion or remedy either simultaneously or
subsequently.20.10
    
    No enquiryNeither the Issuers nor the Agent shall be concerned to enquire
into the powers of the Security Parties or of any person purporting to act on behalf of
any of the Security Parties, even if any of the Security Parties or any such person
shall have acted in excess of their powers or if their actions shall have been
irregular, defective or informal, whether or not the Issuers or the Agent had notice
thereof.20.11
    
    Continuing securityThe security constituted by the Security Documents shall
be continuing and shall not be satisfied by any intermediate payment or satisfaction
until the Indebtedness shall have been repaid in full and neither the Agent nor the
Issuers shall be under no further actual or contingent liability to any third party in
relation to the Vessels, the Insurances, Earnings or Compulsory Acquisition
Compensation or any other matter referred to in the Security Documents.20.12
    
    Security cumulativeThe security constituted by the Security Documents shall
be in addition to any other security now or in the future held by the Issuers or the
Agent for or in respect of all or any part of the Indebtedness, and shall not merge
with or prejudice or be prejudiced by any such security or any other contractual or
legal rights of the Issuers or the Agent, nor affected by any irregularity, defect or
informality, or by any release, exchange or variation of any such security. Section 93
of the Law of Property Act 1925 and all provisions which the Issuers or
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the Agent consider analogous thereto under the law of any other relevant
jurisdiction shall not apply to the security constituted by the Security Documents.20.13
    
    Re-instatementIf the Issuers or the Agent take any steps to exercise any of
their or its rights, powers, remedies or discretions pursuant to the Security Documents
and the result shall be adverse to the Issuers or the Agent (as the case may be), the
Indemnifier and the Issuers or the Agent (as the case may be) shall be restored to
their former positions as if no such steps had been taken.20.14
    
    The Issuers ObligationsIn performing the Issuers Obligations the Issuers
shall exercise the same care as they normally exercise in making and administering
loans for their own account and neither the Issuers nor the Agent nor any agent or
employee of the Issuers or the Agent shall be liable to the Indemnifier for any loss or
damage arising from any action taken or omitted in relation to the Issuers
Obligations, unless caused by their or its gross negligence or wilful misconduct. In
particular, but without limitation, neither the Issuers nor the Agent nor any agent or
employee of the Issuers or the Agent shall be liable for any loss or damage arising
from any delay, loss, error, omission, variation or mutilation in the transmission,
translation, coding or decoding of all or any part of the Issuers Obligations or any
communication in connection with the Issuers Obligations.20.15
    
    No liabilityNeither the Issuers, the Agent nor any agent or employee of the
Issuers or the Agent, nor any receiver and/or manager appointed by the Issuers or the
Agent, shall be liable for any losses which may be incurred in or about the exercise of
any of the rights, powers, discretions or remedies of the Issuers or the Agent under or
pursuant to the Security Documents nor shall any of them be liable as mortgagee in
possession for any loss on realisation or for any neglect or default of any nature for
which a mortgagee in possession might otherwise be liable.20.16
    
    Rescission of payments etc.Any discharge, release or reassignment by the
Issuers or the Agent of any of the security constituted by, or any of the obligations
of any Security Party contained in, any of the Security Documents shall be (and be
deemed always to have been) void if any act (including, without limitation, any
payment) as a result of which such discharge, release or reassignment was given or made
is subsequently wholly or partially rescinded or avoided by operation of any law.20.17
    
    Subsequent EncumbrancesIf the Issuers or the Agent receive notice of any
subsequent Encumbrance affecting the Vessels or all or any part of the Insurances,
Earnings or Compulsory Acquisition Compensation, the Issuers and the Agent may open a
new account in their and its books for the Indemnifier. If the Issuers or the Agent do
not open a new account, then (unless the Issuers or the Agent (as the case may be) give
written notice to the contrary to the Indemnifier) as from the time of receipt by the
Issuers or the Agent (as the case may be) of notice of such subsequent Encumbrance, all
payments made to the Issuers or the Agent (as the case may be) shall be treated as
having been credited to a new account of the Indemnifier and not as having been applied
in reduction of the Indebtedness.20.18
    
    ReleasesIf the Issuers or the Agent (acting on the instructions of the
Issuers) shall at any time in their or its discretion release any party from all or any
part of any of the Security Documents, the liability of any other party to the Security
Documents shall not be varied or diminished.
 71




---



##### 



20.19
    
    DiscretionsUnless otherwise expressly indicated, where the Issuers or the
Agent are stated in the Security Documents to have a discretion and/or where the
opinion of the Issuers or the Agent is referred to and/or where the consent, agreement
or approval of the Issuers or the Agent is required for any course of action, or where
anything is required to be acceptable to the Issuers or the Agent, the Issuers or the
Agent (as the case may be) shall have a sole, absolute and unfettered discretion and/or
may give or withhold their or its consent, agreement or approval at their or its sole,
absolute and unfettered discretion.20.20
    
    CertificatesAny certificate or statement signed by an authorised signatory
of the Issuers or the Agent purporting to show the amount of the Indebtedness (or any
part of the Indebtedness) or any other amount referred to in any of the Security
Documents shall, save for manifest error or on any question of law, be conclusive
evidence as against the Indemnifier of that amount.20.21
    
    Survival of representations and warrantiesThe representations and warranties
on the part of the Indemnifier contained in this Agreement shall survive the execution
of this Agreement and the issue of the Letters of Credit.20.22
    
    CounterpartsThis Agreement may be executed in any number of counterparts
each of which shall be original but which shall together constitute the same
instrument.20.23
    
    Contracts (Rights of Third Parties) Act 1999No term of this Agreement is
enforceable by a person who is not a party to it.
 21
    
    Waiver of ImmunityTo the extent that the Indemnifier 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 Indemnifier hereby irrevocably and
unconditionally agrees throughout the Facility 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 Indemnifier hereby consents generally as a matter of procedure in
relation to the waiver of immunity (but not so as to prejudice any defence which the
Indemnifier 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.22
    
    Law and Jurisdiction
 22.1
    
    Governing lawThis Agreement shall in all respects be governed by and
interpreted in accordance with English law.22.2
    
    JurisdictionFor the exclusive benefit of the Issuers, the parties to this
Agreement irrevocably agree that the courts of England are to have jurisdiction to
settle any disputes which may arise out of or in connection with this Agreement and
that any Proceedings may be brought in those courts.
 72




---



##### 



22.3
    
    Alternative jurisdictionsNothing contained in this Clause shall limit the
right of the Issuers or the Agent to commence any Proceedings against the Indemnifier
in any other court of competent jurisdiction nor shall the commencement of any
Proceedings against the Indemnifier in one or more jurisdictions preclude the
commencement of any Proceedings in any other jurisdiction, whether concurrently or not.22.4
    
    Waiver of objectionsThe Indemnifier irrevocably waives any objection which it
may now or in the future have to the laying of the venue of any Proceedings in any
court referred to in this Clause, and any claim that those Proceedings have been
brought in an inconvenient or inappropriate forum, and irrevocably agrees that a
judgment in any Proceedings commenced in any such court shall be conclusive and binding
on it and may be enforced in the courts of any other jurisdiction.22.5
    
    Service of processWithout prejudice to the right of the Issuers and the Agent
to use any other method of service permitted by law, the Indemnifier irrevocably agrees
that any claim, writ, notice, judgment or other legal process shall be sufficiently
served on it if addressed to it and left at or sent by post to the Address for Service,
and in that event shall be conclusively deemed to have been served at the time of
leaving or, if posted, at 9.00 a.m. in the place of deemed receipt on the Business Day
two (2) Business Days after posting by prepaid first class post.
 IN WITNESS
 SIGNEDby
    
    
    )duly authorised for and on behalf
    
    
    )of NCL CORPORATION LTD.
    
    
    )SIGNEDby
    
    
    )duly authorised for and on behalf
    
    
    )of DnB NOR BANK ASA
    
    
    )(as a Mandated Lead Arranger and an Issuer)
    
    
    )SIGNEDby
    
    
    )duly authorised for and on behalf
    
    
    )of HSBC BANK USA, N.A.
    
    
    )(as a Mandated Lead Arranger and an Issuer)
    
    
    )SIGNEDby
    
    
    )duly authorised for and on behalf
    
    
    )of NORDEA BANK NORGE ASA
    
    
    )(as a Mandated Lead Arranger and an Issuer)
    
    
    )
 73




---



##### 



SIGNEDby
    
    
    )duly authorised for and on behalf
    
    
    )of DnB NOR BANK ASA
    
    
    )(as the Agent)
    
    
    )
 74




---



##### 



APPENDIX A
 Particulars of Agent, Mandated Lead Arrangers and Issuers
 Name and AddressAgentDnB NOR BANK ASAStranden 21NO-0021 OsloNorwayFax:      +47 22 482894Attn:     Mrs Solveig Nuland KnoffMandated Lead Arrangers and IssuersName and Address
    
    Proportion of
CommitmentDnB NOR BANK ASA
    
    
    50.0
    %Stranden 21NO-0021 OsloNorwayFax:     +47 22 482020Attn:    Mr Jon FlovikEmail:    jon.flovik@dnbnor.noHSBC BANK USA, N.A.
    
    
    25.0
    %452 Fifth AvenueNew YorkNY 10018United States of AmericaFax:     +1 212 525 2469Attn:     Ms Rosa Pritsch/Mr Bryan DebrokaEmail:    rosa.pritsch@us.hsbc.com/bryan.debroka@us.hsbc.comNORDEA BANK NORGE ASA
    
    
    25.0
    %Middelthuns gate 17OsloNorwayP O Box 1166 SentrumNO-0107 OsloFax:      +47 22 484278Attn:      Mr Arne BerglundEmail:     arne.berglund@nordea.com
 75




---



##### 



APPENDIX B
 Issue Request
 DnB NOR BANK ASA
  NCL CORPORATION LTD.
   Issue Request
 Agreement
     NCL CORPORATION LTD.
 76




---



##### 



APPENDIX C
 Form of Letter of Credit
     
  Letter of Credit Beneficiary USD[[ ]],000,000.00 Available Amount
 Exhibit B Exhibit C
 Partial drawings:
    
    Allowed, subject to Exhibit C.Pro rata drawings:
    
    Required, as described in and in accordance with Exhibit C.
    77




---



##### 



Exhibit A
 Beneficiary
 
 with a copy to   th
     
 78




---



##### 



xxxx
   Name of TransfereeAddress
   
 Chase Merchant Services, L.L.C.By:Title
  [NAME OF TRANSFEREE]By:TitleAddress:[insert address]
 79




---



##### 



Authorized Signature(print name)
 80




---



##### 



DnB NOR Bank ASA
    
    USD fifty million ($50,000,000.00)HSBC Bank USA, N.A.
    
    USD twenty five million ($25,000,000.00)Nordea Bank Norge ASA
    
    USD twenty five million ($25,000,000.00)
    Acknowledged and agreed:NCL Corporation Ltd.By:Name:Title:Date:
 81




---



##### 



Chase Merchant Services, L.L.C.By:Name:Title:Date:
 82




---



##### 



APPENDIX D
 Quarterly Statement of Financial Covenants
 TO: DnB NOR BANK ASA
 
 Attn
 Facility
Agreement
 Indemnifier
 NCL CORPORATION LTD.
 By: [     ]Chief Financial OfficerDated:                20[      ]
 83




---



##### 



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

as
of []

    

    Required Covenants9.24.1/
    
    Free Liquidity
    
    A
    
    A>USD50,000,0009.24.2(b)**
    
    
    
    
    

    (9.24.1)A>USD100,000,000(9.24.2(b))**9.24.2(a)
    
    Consolidated EBITDA:
    
    B
    
    >1.25:1Consolidated Debt Service
    
    C9.24.3
    
    Total Net Funded Debt:
    
    D
    
    <0.7:1Total Capitalisation
    
    E
 Consolidated EBITDAConsolidated Net Income (loss)
    
    x(Deduct)/Add:
    
    (Gain)/Loss on sale of assets or reserves
    
    xAdd:
    
    Consolidated Interest Expense
    
    xAdd:
    
    Depreciation and amortisation of assets
    
    xAdd:
    
    Impairment charges
    
    x(Deduct)/Add:
    
    Other non-cash charges (gains)
    
    xAdd:
    
    Deferred income tax expense
    
    xConsolidated EBITDA
    
    x
    
    BConsolidated Debt ServicePrincipal paid/payable (excluding balloon payments, voluntaryprepayments/repayments on sale/total loss of an NCLC Fleetvessel)
    
    xAdd:
    
    Consolidated Interest Expense
    
    xDistributions
    
    xRent under capitalised leases
    
    xConsolidated Debt Service
    
    x
    
    CTotal Net Funded DebtIndebtedness for Borrowed Money
    
    xAdd:
    
    Guarantees of non-NCLC Group members obligations
    
    xxDeduct:
    
    Cash Balance
    
    (x)Total Net Funded Debt
    

(x)
    
    DTotal CapitalisationTotal Net Funded Debt
    
    x
    
    DAdd:
    
    Consolidated stockholders equity
    
    xTotal Capitalisation
    
    x
    
    E
 84




---



##### 



NCL CORPORATION LTD.
 [               ]
  [               ]Chief Financial OfficerNCL CORPORATION LTD.Dated:                     20[  ]
 
 **
    
    Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement 85




---



##### 



APPENDIX E
 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 Indemnifier USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Indemnifier,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per centum (50%) of the issued and outstanding
Ordinary Shares of the Indemnifier as of the Closing.1.2
    
    On the Jade Transfer Date (i) NCL America Holdings 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 Indemnifier 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 Indemnifier 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 Indemnifier and the Investors have stated their mutual intention
that, following the Closing, Star and the Indemnifier 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 Indemnifier be
obligated to engage in any such efforts if such efforts could reasonably be expected to
have an adverse effect on the operation or prospects of such partys respective cruise
line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in
its sole discretion to have all or a portion of the indemnity obligation of Star deemed
 86




---



##### 



satisfied by having the Indemnifier 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 Appendix), the
Indemnifier shall pay, by wire transfer of immediately available funds, to each Person
who is the payee of any outstanding Indemnifier 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 Appendix) are not consummated, all costs and expenses incurred in
connection with the Subscription Agreement and the transactions contemplated thereby
shall be paid by the party incurring such costs and expenses.
 2 Shareholders Agreement
 on a fully diluted basis
 3 Reimbursement Agreement
 3.1
    
    NCL America Holdings Undertakings
 NCLA Undertakings
 3.2
    
    Star Termination Election
 Star Termination
Election
 Indemnifier Termination Election
  87




---



##### 



Indemnifier Termination
Election America Transfer Wind Up Transactions
 3.4

    NCL America Holdings Continuation Agreement
 NCLA Continuation Agreement Payment PROVIDED THAT
 88




---



##### 



3.5

    NCL America Holdings Wind-up Determination
 NCLA Wind-up Determination
  Indenture
  Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 89




---



##### 



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
 90




---



##### 



Code
 Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Indebtedness
 Indemnifier Transaction Expenses
 91




---



##### 



PROVIDED THAT
 Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 92




---



##### 



NCLA Business
 NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 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 centum (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 Indemnifier with the Investor; and(ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 Person
 Post-Termination Expenses
 93




---



##### 



Pride of Aloha Vessel
 Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 94




---



##### 



Transaction Documents
 Transfer
 Voting Agreement
 95




---



##### 



Schedule 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 96




---



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Schedule 3
 Amended and Restated Deed of Covenants  Norwegian Sun
 97




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Schedule 4
 Amended and Restated Deed of Covenants  Norwegian Dawn
 98