##### 



DATED 07 OCTOBER 2005
 NCL CORPORATION LTD.
(as borrower)
 DnB NOR BANK ASA
NORDEA BANK NORGE ASA
(as lead arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
KfW
NORDDEUTSCHE LANDESBANK GIROZENTRALE
(as co-arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as original lenders)
 DnB NOR BANK ASA
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Lower Saxony guarantee agent)
 
 UP TO EUR624,000,000
REVOLVING LOAN FACILITY AGREEMENT
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: +44 (0)20 7329 7100
Ref: JMC/1253/43-02913




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CONTENTS
 Page1 Definitions and Construction
    
    
    11.1 Definitions
    
    
    11.2 Construction
    
    
    171.3 Agent
    
    
    181.4 Lower Saxony Guarantee Agent
    
    
    182 The Facility
    
    
    182.1 Availability
    
    
    182.2 Purpose and Application
    
    
    192.3 Drawdown
    
    
    192.4 Break costs
    
    
    202.5 Conditions of drawdown
    
    
    202.6 Several obligations of the Lenders
    
    
    212.7 Lenders failure to perform
    
    
    212.8 Fulfilment of conditions after drawdown
    
    
    212.9 Conditions subsequent
    
    
    213 Currency Option
    
    
    213.1 Selection of Dollars
    
    
    213.2 Conversion
    
    
    223.3 Conditions and restrictions to conversion
    
    
    223.4 Repayment in same currency
    
    
    223.5 Exercise of currency option
    
    
    233.6 No prepayment
    
    
    233.7 No discharge
    
    
    234 Repayment, Reduction, Cancellation and Prepayment of the Facility
    
    
    234.1 Repayment
    
    
    234.2 Scheduled reductions of Commitments to a Tranche
    
    
    234.3 Sale or Total Loss of a Vessel: mandatory cancellation
    
    
    244.4 Amounts payable on prepayment
    
    
    244.5 Notice of prepayment
    
    
    254.6 Voluntary cancellation of Commitments to a Tranche
    
    
    254.7 Additional partial cancellation
    
    
    254.8 Prepayment during Term
    
    
    264.9 Mandatory cancellation in case of illegality
    
    
    264.10 Voluntary cancellation following imposition of Substitute Basis
    
    
    264.11 Cancellation in case of Total Loss of a Vessel
    
    
    274.12 Cancellation in case of sale of a Vessel
    
    
    274.13 Cancellation in case of non-delivery of a Vessel
    
    
    274.14 Cancellation in case of reduction in the Owners Supply Costs
    
    
    285 Interest
    
    
    285.1 Payment of interest
    
    
    285.2 Selection and duration of Interest Periods
    
    
    285.3 No notice and unavailability
    
    
    28




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Page5.4 Extension and shortening of Interest Periods
    
    
    285.5 Interest Rate
    
    
    295.6 Bank basis
    
    
    295.7 Default interest
    
    
    296   Substitute Basis of Funding
    
    
    306.1 Market disturbance
    
    
    306.2 Suspension of drawdown
    
    
    306.3 Certificates of Substitute Basis
    
    
    306.4 Review
    
    
    317   Payments
    
    
    317.1 Place for payment
    
    
    317.2 Deductions and grossing-up
    
    
    317.3 Production of receipts for Taxes
    
    
    327.4 Currency of account
    
    
    337.5 Money of account
    
    
    337.6 Accounts
    
    
    337.7 Earnings
    
    
    347.8 Continuing security
    
    
    347.9 Mitigation
    
    
    348   Yield Protection and Force Majeure
    
    
    348.1 Increased costs
    
    
    348.2 Force majeure
    
    
    369   Representations and Warranties
    
    
    369.1 Duration
    
    
    369.2 Representations and warranties
    
    
    3610 Undertakings
    
    
    4110.1 Duration
    
    
    4110.2 Information
    
    
    4110.3 Financial Undertakings
    
    
    4210.4 Dividends
    
    
    4310.5 Notification of default
    
    
    4410.6 Consents and registrations
    
    
    4410.7 Negative pledge
    
    
    4410.8 Disposals
    
    
    4410.9 Purchases
    
    
    4510.10 Change of name or business
    
    
    4510.11 Mergers
    
    
    4510.12 Maintenance of status and franchises
    
    
    4610.13 Financial records
    
    
    4610.14 Subordination of indebtedness
    
    
    4610.15 Guarantees
    
    
    4610.16 Further assurance
    
    
    4710.17 Valuation of the Vessels
    
    
    4710.18 Marginal security
    
    
    4710.19 No dealings with Master Agreements
    
    
    48




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Page10.20 Financial year end
    
    
    4810.21 Maintenance and insurance
    
    
    4810.22 Lower Saxony Guarantees
    
    
    4810.23 Vessels
    
    
    4911 Rights of the Agent and the Lenders
    
    
    4911.1 No derogation of rights
    
    
    4911.2 Enforcement of remedies
    
    
    4912 Default
    
    
    5012.1 Events of default
    
    
    5012.2 Acceleration
    
    
    5612.3 Default indemnity
    
    
    5612.4 Set off
    
    
    5712.5 Master Agreement rights
    
    
    5713 Application of Funds
    
    
    5713.1 Total Loss proceeds/proceeds of sale
    
    
    5713.2 General funds/Event of Default monies
    
    
    5913.3 Application of proceeds of Insurances
    
    
    6113.4 Suspense account
    
    
    6114 Fees
    
    
    6114.1 Commitment fee
    
    
    6114.2 Other fees
    
    
    6214.3 Lower Saxony Guarantee fee
    
    
    6215 Expenses
    
    
    6315.1 Initial expenses
    
    
    6315.2 Enforcement expenses
    
    
    6315.3 Stamp duties
    
    
    6316 Waivers, Remedies Cumulative
    
    
    6316.1 No waiver
    
    
    6316.2 Remedies cumulative
    
    
    6416.3 Severability
    
    
    6416.4 Time of essence
    
    
    6417 Counterparts
    
    
    6418 Changes to the Lenders
    
    
    6418.1 Assignments and transfers by the Lenders
    
    
    6418.2 Conditions of assignment or transfer
    
    
    6518.3 Assignment or transfer fee
    
    
    6518.4 Limitation of responsibility of Existing Lenders
    
    
    6618.5 Procedure for transfer
    
    
    6718.6 Copy of Transfer Certificate to Borrower
    
    
    6718.7 Disclosure of information
    
    
    6818.8 Borrowers co-operation
    
    
    68




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Page19 Changes to the Borrower
    
    
    6820 Reference Banks, Agent and Lower Saxony Guarantee Agent
    
    
    6820.1 Reference Banks
    
    
    6820.2 Decision making
    
    
    6920.3 The Agent and the Lower Saxony Guarantee Agent
    
    
    7020.4 Retirement and replacement of the Agent and
the Lower Saxony Guarantee Agent
    
    
    7621 Notices
    
    
    7721.1 Mode of communication
    
    
    7721.2 Address
    
    
    7721.3 Telefax communication
    
    
    7821.4 Electronic mail
    
    
    7821.5 Receipt
    
    
    7921.6 Language
    
    
    7922 Governing Law
    
    
    7923 Waiver of Immunity
    
    
    7924 Jurisdiction
    
    
    80
 Schedule 1
    
    Particulars of Agent, Lower Saxony Guarantee Agent, Lead Arrangers,
Co-Arrangers and Original Lenders
    
    
    84Schedule 2
    
    Notice of Drawdown
    
    
    89Schedule 3
    
    Part I: Conditions Precedent
    
    
    91Part II: Condition Subsequent
    
    
    97Schedule 4
    
    Confidentiality Undertaking
    
    
    98Schedule 5
    
    Transfer Certificate
    
    
    100Schedule 6
    
    Quarterly Statement of Financial Covenants
    
    
    105




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FACILITY AGREEMENT
 Dated 07 OCTOBER 2005
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the Borrower);(2)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway and NORDEA BANK NORGE ASAof
Middelthuns gate 17, NO-0107 Oslo, Norway as lead arrangers (collectively the Lead Arrangers
and each individually a Lead Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as co-arrangers
(collectively the Co-Arrangers and each individually a Co-Arranger);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Original Lenders and each individually an Original Lender);(5)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent); and(6)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Ness 7-9, 20457 Hamburg, Federal Republic of Germany as
German State of Lower Saxony agent (the Lower Saxony Guarantee Agent).
 WHEREAS:
  NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the Borrower and its
consolidated Subsidiaries together with the relative directors and auditors
reports;Advance Date, in relation to any Drawing, means the date on which that Drawing is
advanced to the Borrower pursuant to Clause 2.3 and applied in accordance with
Clause 2.2;




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Agents Spot Rate of Exchange means the Agents spot rate of exchange for the
purchase of one currency with another currency in the London foreign exchange
market at or about 11.00 a.m. London time on a particular day;Affiliate means, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of this
definition, control (including, with correlative meanings, the terms
controlling, controlled by and under common control with), as applied to any
person, means the possession, directly or indirectly, of the power to vote ten per
cent (10%) or more of the securities having voting power for the election of
directors of such person, or otherwise to direct or cause the direction of the
management and policies of that person, whether through the ownership of voting
securities or by contract or otherwise;Agreement means this agreement;
 Applicable Margin
 Applicable Marginuntil the datefalling ninety six(96) months after
    
    Applicable MarginTotal Funded Debt / EBITDA
    
    the Signing Date
    
    thereafter>5.0
    
    One point two three
    
    One point four fiveseven five per cent
    
    per cent (1.45%)(1.2375
    %)<5.0 and >4.0
    
    One point nought
    
    One point two eightseven five per cent
    
    seven five per cent(1.075
    %)
    
    
    (1.2875
    %)<4.0
    
    Nought point nine
    
    One point one sixfive per cent
    
    two five per cent(0.95
    %)
    
    
    (1.1625
    %)
 PROVIDED THAT
 Approved Stock Exchange
 2




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Arrasas
 Associated Company
 Availability Period
 Available Commitment
 Builder
 Building Contracts
 Business Day
 Cash Balance
 Certified Copy
 Charges
 Commitment
 3




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##### 



PROVIDED THAT
 Commitment Period
 Compulsory Acquisition
 Confidentiality Undertaking
 Confirmation
 Consolidated Debt Service
 (i)
    
    the aggregate principal payable or paid during such period on
any Indebtedness for Borrowed Money of any member of the NCLC Group, other
than:
 (a)
    
    principal of any such Indebtedness for
Borrowed Money prepaid at the option of the relevant member of the
NCLC Group;(b)
    
    principal of any such Indebtedness for
Borrowed Money prepaid upon the sale or Total Loss of any vessel
owned or leased under a capital lease by any member of the NCLC
Group; and(c)
    
    balloon payments of any such Indebtedness
for Borrowed Money payable during such period (and for the purpose of
this paragraph (c) a balloon payment shall not include any
scheduled repayment instalment of such Indebtedness for Borrowed
Money which forms part of the balloon);
 (ii)
    
    Consolidated Interest Expense for such period;(iii)
    
    the aggregate amount of any dividend or distribution of
present or future assets, undertakings, rights or revenues to any shareholder
of any member
 4




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of the NCLC Group (other than the Borrower or one of its wholly
owned Subsidiaries) or any distribution in respect of share capital during
such period (Distributions); and
 (iv)
    
    all rent under any capital lease obligations by which the
Borrower or any consolidated Subsidiary is bound which are payable or paid
during such period and the portion of any debt discount that must be amortised
in such period,
  Consolidated EBITDA
 (i)
    
    Consolidated Net Income from the Borrowers operations for
such period; and(ii)
    
    the aggregate amounts deducted in determining Consolidated
Net Income for such period in respect of gains and losses from the sale of
assets or reserves relating thereto, Consolidated Interest Expense,
depreciation and amortisation, impairment charges and any other non-cash
charges and deferred income tax expense for such period;
 Consolidated Interest Expense
 Consolidated Net Income
 Contract Prices
 Contribution
 converted convert conversion
 5




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Credit Support Document
 Credit Support Provider
 Currency Conversion Date
 Delivery Date
 Disclosure Letter
 Dollar Drawing
 Dollars and USD
 Drawdown Notice
 Drawing
 Earnings
 Earnings Assignments
 6




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##### 



Encumbrance
 Equivalent Amount
 EURIBOR
 (i)
    
    the offered rate for deposits in euro for a period equivalent
to such Interest Period which appears on the page of the Reuters screen which
displays the average EURIBOR rate as agreed with EURIBOR FBE for deposits in
euro of the relevant amount at or about 11.00 a.m. London time on the
Quotation Date; or(ii)
    
    if no rate is provided for the respective Interest Period on
the said Reuters screen, the interpolated rate per annum for deposits in euro
in an amount approximately equal to the euro Drawing as calculated by the
Agent, such interpolated rate to be based on the said Reuters screen PROVIDED
THATEURIBOR for periods of less than one (1) week will be ascertained under
sub-section (iii) below;
  (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
euro in an amount approximately equal to the euro Drawing are offered to such
Reference Bank by leading banks in the London Interbank Market at such
Reference Banks request at or about 11.00 a.m. London time on the Quotation
Date for a period equal to the Interest Period and for delivery on the first
Business Day thereof;
 EURIBOR FBE
 euro EUR
 euro Drawing
 Event of Default
 Facility
 7




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##### 



Final Maturity Date
 Financial Indebtedness
 Force Majeure
 Free Liquidity
 Guarantees
 Hedging Transaction
 Holding Company
 Hull No S.669
 Hull No S.670
 Indebtedness for Borrowed Money
 8




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##### 



(i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and other charges on or in respect of
any of the foregoing);(iii)
    
    the amount of any liability in respect of leases which, in accordance with US GAAP, are
capital leases;(iv)
    
    the amount of any liability in respect of the purchase price for assets or services payment
of which is deferred for a period in excess of one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in respect of amounts paid under a
letter of credit or similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial Indebtedness falling within paragraphs
(i) to (v) above;
 PROVIDED THAT
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders;(b)
    
    loans and advances made by Star Cruises Limited which are
subordinated to the rights of the Lenders; and(c)
    
    any Master Agreement Liabilities and any similar liabilities
of the Borrower or any other member of the NCLC Group to a counterparty under
any other master agreement relating to interest or currency exchange
transactions of a non-speculative nature.
 Insurance Assignments
 Insurances
 Interest Payment Date
 Interest Period
 9




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##### 



Interest Rate
 LIBOR
 (i)
    
    the offered rate for deposits in Dollars for a period
equivalent to such Interest Period which appears on the Reuters Page LIBOR 01
at or about 11.00 a.m. London time on the Quotation Date; or(ii)
    
    if no rate is provided for the respective Interest Period on
the Reuters Page LIBOR 01, the interpolated rate per annum for deposits in
Dollars in an amount approximately equal to the Dollar Drawing as calculated
by the Agent, such interpolated rate to be based on the Reuters Page LIBOR 01
PROVIDED THATLIBOR for periods of less than one (1) week will be ascertained
under sub-section (iii) below;
  (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Dollars in an amount approximately equal to the Dollar Drawing are offered to
such Reference Bank by leading banks in the London Interbank Market at such
Reference Banks request at or about 11.00 a.m. London time on the Quotation
Date for a period equal to the Interest Period and for delivery on the first
Business Day thereof;
 Lender
 (i)
    
    any Original Lender; and(ii)
    
    any bank, financial institution, trust, fund or other entity
which has become a party to this Agreement in accordance with Clause 18,
  Lending Branch
 Lim Family
 (i)
    
    Tan Sri Lim Goh Tong;(ii)
    
    his spouse;(iii)
    
    his direct lineal descendants;
 10




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##### 



(iv)
    
    the personal estate of any of the above persons; and(v)
    
    any trust created for the benefit of one or more of the above
persons and their estates;
 Lower Saxony Guaranteed Amount
 Lower Saxony Guarantees
 Majority Lenders
 Management Agreements
 Management Agreement Assignments
 Manager
 Mandatory Cost
 Master Agreement
 11




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##### 



Master Agreement Liabilities
 Material Adverse Effect
 Maturity Date
 Maximum Tranche Amount
 (i)
    
    before the first Currency Conversion Date in respect of a
Tranche, the lower of (a) eighty per cent (80%) of the relevant Contract Price
and (b) three hundred and eleven million two hundred thousand euro
(EUR311,200,000) in the case of Tranche A and three hundred and twelve million
eight hundred thousand euro (EUR312,800,000) in the case of Tranche B, as
reduced from time to time pursuant to Clause 4.2; and(ii)
    
    from the first Currency Conversion Date in respect of a
Tranche, the Equivalent Amount of the amounts referred to in paragraphs (a)
and (b) of paragraph (i) of this definition, as reduced from time to time
pursuant to Clause 4.2;
 month PROVIDED THAT
 Mortgages
 12




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NCL America Holdings
 NCLC Fleet
 NCLC Group Cash Balance Consolidated Debt Service Consolidated Interest Expense Consolidated Net Income Total Capitalisation Total Net Funded Debt NCLC
Group
 Norwegian Jade
 Norwegian Pearl
 Notional Amount
 Obligors
 Outstanding Indebtedness
 Owners
 Owners Supply Costs
 Permitted Liens
 13




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##### 



Portion A
 Portion B
 Possible Event of Default
 Process Agent
 Quotation Date PROVIDED THAT
 Reduction Dates rd 1 2
 Reference Banks
 Renewal Date
 14




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Renewal Notice
 Reuters Page LIBOR 01
 Same Day Funds
 Security Documents
 Security Period
 Shareholder
 Signing Date
 Subsidiary
 Substitute Basis
 Suspension Notice
 TARGET
 Taxes
 15




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##### 



Taxation
 Term PROVIDED THAT PROVIDED THAT
 Third Party acting in concert
 Total Capitalisation
 Total Funded Debt
 Total Loss
 Total Net Funded Debt
 (i)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(ii)
    
    the amount of any Indebtedness for Borrowed Money of any
person which is not a member of the NCLC Group but which is guaranteed by a
member of the NCLC Group as at such date;
  Tranche A
 Tranche A Availability Period
 Tranche B
 16




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Tranche B Availability Period
 Tranches
 Transaction
 Transaction Documents
 Transfer Certificate
 Transfer Date
 Transferee
 US GAAP
 Vessels
 (i)
    
    Hull No S.669; and(ii)
    
    Hull No S.670.
 1.2
    
    Construction
  1.2.1
    
    clause headings are inserted for convenience of reference only and
shall be ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed
as references to clauses of and schedules to this Agreement unless otherwise
stated and references to this Agreement are to be construed as references to
this Agreement including its Schedules;1.2.3
    
    references to (or to any specified provision of) this
Agreement or any other document shall be construed as references to this
Agreement, that
 17




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##### 



provision or that document as from time to time amended, supplemented and/or
novated;
 1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other
document shall include reference to such partys successors and permitted
assigns;1.2.6
    
    words importing the plural shall include the singular and
vice versa;1.2.7
    
    references to a person shall be construed as references to
an individual, firm, company, corporation, unincorporated body of persons or
any state or any agency thereof;1.2.8
    
    where any matter requires the approval or consent of the
Agent such approval or consent shall not be deemed to have been given unless
given in writing; where any matter is required to be acceptable to the Agent
shall not be deemed to have accepted such matter unless its acceptance is
communicated in writing; the Agent may give or withhold its consent, approval
or acceptance at its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or
calculation made hereunder shall be conclusive except for manifest error.
 1.3
    
    AgentThe Agent has been appointed by the Lenders and the Lower Saxony Guarantee
Agent as agent under Clause 20.3 and (unless the context otherwise requires)
references herein to the Agent shall be construed as references to itself, the
Lenders and the Lower Saxony Guarantee Agent. The Borrower shall only communicate
with the Lenders under this Agreement and the other Security Documents through the
Agent and as hereinafter referred to.
 1.4
    
    Lower Saxony Guarantee AgentThe Lower Saxony Guarantee Agent has been appointed by the Lenders and the
Agent as agent under Clause 20.3 and (unless the context otherwise requires)
references herein to the Lower Saxony Guarantee Agent shall be construed as
references to itself, the Lenders and the Agent.
 2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility which is of a
revolving nature. Each Tranche shall be available to the Borrower during the
relevant Availability Period subject to the provisions of Clause 2.2, Clause
2.3 and Clause 3. Each Drawing shall be repaid on its Maturity Date.
However, a Term may be extended to the end of the succeeding Interest Period
in respect of that Drawing by the giving of a Renewal Notice by the Borrower
to the Agent not later than 9.00 a.m. London time
 18




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##### 



five (5) Business Days prior to the commencement of the relevant
Interest Period.
 2.1.2
    
    Each Lender shall advance its Contribution to a Drawing in
the proportion which its Commitment for the time being bears to the other
Commitments of the Lenders to the relevant Tranche.2.1.3
    
    None of the Agent or any other Lender shall be liable for
any failure or delay on the part of any Lender in making any advance hereunder
nor shall the Agent have any obligation to seek to procure additional Lenders
in the event of such a failure PROVIDED THATif any Lender should fail to
advance its Contribution to an advance hereunder, that Lender and the Agent
will take all reasonable steps to mitigate the effect of that failure.
Notwithstanding the aforesaid proviso, no Lender shall be obliged to increase
its Contribution hereunder in respect of the failure by any other Lender to
fund any Contribution.
 2.2
    
    Purpose and ApplicationThe Borrower shall apply or procure the application by the Owners of the Facility
as follows:
 2.2.1
    
    An amount of Tranche A equal to the amount due to the
Builder under the relevant Building Contract on the relevant Delivery Date
shall be applied in part payment of the relevant Contract Price. If the whole
or any part of Tranche A is prepaid in accordance with Clause 4 such whole or
part may be applied for general corporate and working capital purposes for the
Borrower and its Subsidiaries; and2.2.2
    
    An amount of Tranche B equal to the amount due to the
Builder under the relevant Building Contract on the relevant Delivery Date
shall be applied in part payment of the relevant Contract Price. If the whole
or any part of Tranche B is prepaid in accordance with Clause 4 such whole or
part may be applied for general corporate and working capital purposes for the
Borrower and its Subsidiaries.
 2.3
    
    DrawdownThe Borrower shall only draw down a Drawing if:
 2.3.1
    
    the Agent receives at least five (5) Business Days notice of the
Borrowers request for the Drawing in the form of Schedule 2;2.3.2
    
    the Advance Date proposed is a Business Day within the
relevant Availability Period;2.3.3
    
    the first Drawing in respect of a Tranche is to be applied
in part payment of the relevant Contract Price due to the Builder under the
relevant Building Contract on the relevant Delivery Date;2.3.4
    
    the Drawing is in a minimum amount of one million euro
(EUR1,000,000) in the case of a euro Drawing or one million Dollars
 19




---



##### 



(USD1,000,000) in the case of a Dollar Drawing or a whole multiple thereof;
 2.3.5
    
    on any Advance Date not more than five (5) Drawings will be
outstanding in respect of the relevant Tranche;2.3.6
    
    the drawdown of the Drawing would not result in the amount
of the relevant Tranche exceeding the relevant Maximum Tranche Amount on the
Advance Date;2.3.7
    
    no Event of Default or Possible Event of Default has
occurred before the relevant Advance Date and such drawing would not
constitute an Event of Default or a Possible Event of Default;2.3.8
    
    the representations and warranties set out in Clause 9 and
each of the other Security Documents are correct on the relevant Advance Date;2.3.9
    
    no written notice has been received indicating that the
Lower Saxony Guarantees do not, or the relevant Lower Guarantee does not (as
the case may be), validly exist without restriction; and2.3.10
    
    it is then lawful for each of the Lenders to make available its relevant
Contribution to the Drawing;
 PROVIDED THAT
  2.4
    
    Break costsIf for any reason a Drawing is not drawn down by the Borrower hereunder after the
relevant Drawdown Notice has been given to the Agent pursuant to Clause 2.3, the
Borrower will pay to the Agent for the account of the Lenders such amount as the
Agent may certify as necessary to compensate the Lenders (other than any Lender
whose default has caused the Drawing not to be drawn down) for any loss (including
any losses under any Master Agreements) or expense on account of funds borrowed,
contracted for or utilised in order to fund its Contribution to the Drawing. Each
Lender shall supply to the Agent a certificate of break costs which in the absence
of manifest error shall be conclusive as to the amounts due.2.5
    
    Conditions of drawdownThe Agent shall not be under any obligation to advance a Drawing hereunder until all the
documents and evidence referred to in the relevant part of Part I of Schedule 3 are in the
possession of the Agent in form and substance satisfactory to the Agent.
 20




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2.6
    
    Several obligations of the LendersThe obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives an amount greater than the aggregate of the
Contributions to the Drawing, the Borrower forthwith upon the demand of the Agent
shall pay to the Agent (for the account of those Lenders whose Contributions were
exceeded) the amount certified by the Agent as representing the excess of the amount
paid to the Borrower over the due and proper amount of the Contributions of the
Lenders actually received by the Agent.2.7
    
    Lenders failure to performSubject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor shall any such other party be liable for the failure by such Lender to
perform its obligations hereunder.2.8
    
    Fulfilment of conditions after drawdownIf the Lenders, acting unanimously, decide (or the Agent in accordance with Clause
20 decides) to permit the advance of a Drawing to the Borrower hereunder without the
Agent having received all of the documents or evidence referred to in the relevant
part or parts of Part I of Schedule 3, the Borrower will nevertheless deliver the
remaining documents or evidence to the Agent within such period as the Agent may
stipulate and the advance of the Drawing shall not be construed as a waiver of the
Agents right to receive the documents or evidence as aforesaid nor shall this
provision impose on the Agent or the Lenders any obligation to permit the advance of
the Drawing in the absence of any of such documents or evidence.2.9
    
    Conditions subsequentThe Borrower undertakes to deliver or to cause to be delivered to the Agent the
additional documents and other evidence listed in Part II of Schedule 3.
 3
    
    Currency Option
 3.1
    
    Selection of DollarsThe selection of Dollars as the currency in which a Drawing is denominated is
subject to the conditions of, and the observance of the restrictions to, conversion
set out in Clause 3.3. The Borrower may in accordance with this Clause 3.1 select
Dollars as the currency in which it wishes a Drawing to be denominated. A selection
shall be made either by the Borrower:
 3.1.1
    
    specifying the Dollar amount to be advanced in the Drawdown
Notice relating to the relevant Drawing; or3.1.2
    
    giving notice to the Agent to be received by the Agent not
later than 9.00 a.m. London time five (5) Business Days prior to the
commencement of the next Interest Period relating to the Drawing pursuant to
Clause 5.2.
 21




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3.2
    
    ConversionIf the Borrower selects Dollars as the currency in which a Drawing is to be made in
accordance with Clause 3.1, the Drawing shall be converted from euro into Dollars
on, and with effect from, the beginning of the relevant Interest Period. The
Drawing shall remain denominated in Dollars until its Maturity Date and no further
Drawings of the relevant Tranche may be made in euro. Further, the Maturity Date of
any euro Drawing of the relevant Tranche shall be the next Interest Payment Date in
respect of that Drawing (notwithstanding the Maturity Date previously selected for
the Drawing), on which date the Drawing shall be repaid in accordance with Clause
4.1.3.3
    
    Conditions and restrictions to conversionThe conversion into and denomination of any Drawing in Dollars shall be subject to
Clause 2.3 and the following:
 3.3.1
    
    any Drawing up to the relevant Maximum Tranche Amount is
available for conversion;3.3.2
    
    no Drawing may at any time be converted into and/or
denominated in more than one (1) currency and any Drawdown Notice or other
written instruction from the Borrower requesting otherwise shall be of no
effect;3.3.3
    
    a Drawing may only be converted into and denominated in
Dollars if deposits in Dollars for the amount of the Drawing and for the
Interest Period selected are available to the Lenders in the London Interbank
Market in the ordinary course of business on the relevant date. If such
deposits are not so available to the Lenders, the Drawing in question shall be
advanced and denominated or remain denominated (as the case may be) in euro;3.3.4
    
    the Agent being in possession of evidence in form and
substance satisfactory to it that from the relevant first Currency Conversion
Date the sums insured under the Insurances of the relevant Vessel will be
denominated in Dollars in accordance with the provisions of the relevant
Mortgage; and3.3.5
    
    the Agent having been able to arrange for the sums insured
under the mortgagee interest insurance and the mortgagee interest insurance
for pollution risks (each as more particularly described in the relevant
Mortgage) to be in Dollars from the relevant first Currency Conversion Date.
 3.4
    
    Repayment in same currencyDuring each Interest Period in respect of a Dollar Drawing, the obligation of the
Borrower to repay that Drawing in accordance with Clause 4.1 or Clause 4.5 and to
pay interest in respect of that Drawing shall be an obligation to repay the Drawing
and to pay interest (and any default interest pursuant to Clause 5.7) in respect of
the Drawing in Dollars.
 22




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3.5
    
    Exercise of currency optionAll losses, damages, expenses, profits or currency risks arising from the exercise
of the currency option contained in this Clause 3 shall be for the account of the
Borrower.3.6
    
    No prepaymentThe conversion of a euro Drawing into Dollars or the operation of this Clause 3
shall not constitute or be construed as a prepayment pursuant to the provisions of
Clause 4.3.7
    
    No dischargeNotwithstanding the drawdown of a euro Drawing or the subsequent conversion of the
relevant euro Drawing into Dollars it is expressly acknowledged and agreed by the
parties hereto that the Security Documents shall remain in full force and effect and
that they shall stand as security for the Facility in whatever currency or
currencies it is for the time being denominated.
 4
    
    Repayment, Reduction, Cancellation and Prepayment of the Facility
 4.1
    
    RepaymentThe Borrower shall repay each Drawing on its Maturity Date in the currency in which
it was made available. If a Drawing (the new Drawing) is to be made on a day on
which another Drawing (the maturing Drawing) is due to be repaid then, subject to
the terms of this Agreement:
 4.1.1
    
    the maturing Drawing shall be deemed to have been repaid on
its Maturity Date either in whole (if the new Drawing is equal to or greater
than the maturing Drawing) or in part (if the new Drawing is less than the
maturing Drawing); and4.1.2
    
    to the extent that the maturing Drawing is so deemed to have
been repaid, the principal amount of the new Drawing to be made on such date
shall be deemed to have been credited to the account of the Borrower by the
Agent on behalf of the Lenders in accordance with the terms of this Agreement
and the Lenders shall only be obliged to make available to the Borrower
pursuant to Clause 2.3 a principal amount equal to the amount by which the new
Drawing exceeds the maturing Drawing.
 On a Final Maturity Date, all relevant outstanding Drawings and other sums (if any)
then owing under this Agreement shall in any event be repaid or paid in full.
 4.2
    
    Scheduled reductions of Commitments to a Tranche
 4.2.1
    
    Subject to the second paragraph of this Clause 4.2.1, on each
of the first twenty three (23) Reduction Dates in respect of a Tranche the
relevant Maximum Tranche Amount as at the relevant Delivery Date shall be
reduced in euro by one thirtieth (1/30th) and on the Final Maturity
Date the relevant Maximum Tranche Amount as at the relevant Delivery Date shall
be reduced in euro by seven thirtieths (7/30ths).
 23




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If the Borrower exercises the currency option contained in Clause 3 after
the first Reduction Date in respect of a Tranche the amounts of the
reductions to be made in Dollars on the Reduction Dates in respect of that
Tranche falling after the first Currency Conversion Date in respect of that
Tranche shall be calculated on the first of such Reduction Dates by dividing
the relevant Maximum Tranche Amount as at the relevant Reduction Date by the
number of one thirtieths (1/30ths) of the Tranche which have not been
reduced prior to that Reduction Date. A reduction schedule setting out the
amounts of the reductions to be made in Dollars on the Reduction Dates
remaining after the first Currency Conversion Date in respect of that
Tranche shall be agreed between the Agent and the Borrower on the first
Currency Conversion Date in respect of that Tranche and shall from such date
be deemed to be a part of this Agreement. Any reduction to be made on a
Reduction Date in respect of a Tranche falling on or prior to the first
Currency Conversion Date in respect of that Tranche shall be made in euro.The Borrower shall pay to the Agent in euro or in Dollars (as the case may
be) all accrued interest on the reduction amount to that Reduction Date.
Amounts repaid by the Borrower pursuant to this Clause 4.2.1 shall not be
available for reborrowing.4.2.2
    
    Without prejudice to any other provision of this Agreement,
the Commitments to a Tranche shall be reduced to zero on the relevant Final
Maturity Date.
 4.3
    
    Sale or Total Loss of a Vessel: mandatory cancellationIf at any time during the Security Period a Vessel is sold or is or becomes a Total
Loss, the Commitments to the relevant Tranche shall be reduced to zero on the date
on which the proceeds of such sale or Total Loss are made available.
 4.4
    
    Amounts payable on prepaymentAny prepayment of a Drawing or a Tranche under this Clause 4 shall be made together
with:
 4.4.1
    
    accrued interest on the amount to be prepaid to the date of
such prepayment (calculated in respect of any period during which a Substitute
Basis has applied by virtue of Clause 6.3, at the rate per annum more
particularly described in Clause 6.2);4.4.2
    
    any additional amounts payable under Clause 7.2 and Clause
8.1;4.4.3
    
    costs certified by the Agent as necessary to compensate the
Lenders for the cost of repaying fixed deposits borrowed to fund any part of
any Drawing or the Tranche which is prepaid before the relevant Maturity Date
or the fixed term by reference to which the relevant Interest Rate has been
ascertained; and4.4.4
    
    all other sums payable by the Borrower to the relevant Lender
or the German State of Lower Saxony under this Agreement including, without
 24




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limitation, any accrued commitment fee payable under Clause 14.1 and any
accrued Lower Saxony Guarantee fee payable under Clause 14.3.
 4.5
    
    Notice of prepaymentNo voluntary prepayment of a Drawing may be effected under this Clause 4 unless the
Borrower shall have given the Agent at least five (5) Business Days notice of its
intention to make such prepayment. Every notice of prepayment shall be effective
only on actual receipt by the Agent, shall be irrevocable, shall specify the amount
to be prepaid and shall oblige the Borrower to make such prepayment on the date
specified. Unless and to the extent that the Commitments to a Tranche are cancelled
or reduced on or with effect from the date of any such prepayment, amounts prepaid
may be re-drawn under this Agreement. The Borrower may not prepay any Drawing or
any part thereof save as expressly provided in this Agreement.The Drawing(s) to be wholly or partially prepaid pursuant to Clause 4.2.1 and Clause
4.8 shall be selected by the Borrower by not fewer than five (5) Business Days
notice to the Agent, which shall be irrevocable. The Borrower shall not be
permitted to make any selection pursuant to this Clause which would result in
partial prepayment of more than one (1) Drawing. If the Borrower fails to give
notice to the Agent selecting the Drawing(s) to be prepaid, the Borrower shall be
deemed to have selected to prepay first any Drawings having an Interest Period
ending on the Reduction Date in question. If there are no such Drawings or the
aggregate amount of the Drawing(s) having an Interest Period ending on the Reduction
Date in question either exceeds or falls short of the amount required to be prepaid,
the Borrower shall prepay, in full or in part, the Drawing(s) selected by the Agent.4.6
    
    Voluntary cancellation of Commitments to a TrancheThe Borrower may at any time during an Availability Period by notice to the Agent
(effective only on actual receipt) cancel with effect from a date not less than five
(5) Business Days after the receipt by the Agent of such notice the whole or any
part (being a minimum amount of ten million euro (EUR10,000,000) or ten million
Dollars (USD10,000,000) (as the case may be) or a whole multiple thereof but not
more than the Available Commitments of all of the Lenders to the relevant Tranche as
at such date) of the total of the Available Commitments to the relevant Tranche as
at such date of all the Lenders. Any such notice of cancellation, once given, shall
be irrevocable and upon such cancellation taking effect the Commitment of each of
the Lenders to the relevant Tranche shall be permanently reduced proportionately and
the Borrower shall on the date designated in its notice prepay such amount of the
outstanding Drawings as will ensure that immediately thereafter the aggregate amount
of the Drawings will not exceed the Commitments to the relevant Tranche as so
reduced by virtue of the Borrowers cancellation.4.7
    
    Additional partial cancellationThe Borrower may also at any time during an Availability Period by notice to the
Agent (effective only on actual receipt) cancel with effect from a date not less
than five (5) Business Days after receipt by the Agent of such notice the whole but
not part only, but without prejudice to its obligations under Clause 7.2 and
 25




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Clause 8.1, of the Commitment to the relevant Tranche of any Lender to which the
Borrower shall have become obliged to pay additional amounts under Clause 7.2 or
Clause 8.1. Upon any notice of such prepayment being given, the Commitment of the
relevant Lender to the relevant Tranche shall be reduced to zero and the Borrower
shall be obliged to prepay the Contribution of such Lender to the relevant Tranche
on such date.4.8
    
    Prepayment during TermThe Borrower may at any time by notice to the Agent (effective only on actual
receipt) prepay the whole or any part (being a minimum amount of ten million euro
(EUR10,000,000) or ten million Dollars (USD10,000,000) (as the case may be) or such
lesser amount as is acceptable to the Agent) of any Drawing prior to its Maturity
Date on not less than five (5) Business Days notice (whether or not any part of the
Commitment to the relevant Tranche is also being cancelled on such date pursuant to
any provision of this Agreement) and the Borrower shall when making such prepayment,
make such prepayment together with any amounts as referred to in Clause 4.4.4.9
    
    Mandatory cancellation in case of illegalityIf any change in, or in the interpretation or application of, any law, regulation or
treaty shall make it unlawful in any jurisdiction applicable to any of the Lenders
for that Lender to make available or maintain its Contribution to a Tranche or to
give effect to its obligations as contemplated hereby, the Agent may, by notice
thereof to the Borrower, declare that the relevant Lenders obligations shall be
terminated forthwith whereupon (if any of the relevant Tranche has then been
advanced) the Borrower shall prepay forthwith to the relevant Lender its
Contribution to the Tranche together with interest thereon to the date of such
prepayment and all other amounts due to such Lender under Clause 4.4 and under the
Security Documents (or, if permitted by the relevant law, regulation or treaty, at
the end of the then current Interest Period).A Lender affected by any provision of this Clause 4.9 shall promptly inform the
Agent after becoming aware of the relevant change and the Agent shall, as soon as
reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under this Clause
4.9 and in consultation with the Agent, the affected Lender will then take all such
reasonable steps as may be open to it to mitigate the effect of the change (for
example (and if then possible and subject to the prior consent of the German State
of Lower Saxony) by changing its Lending Branch or transferring some or all of its
rights and obligations under this Agreement to another financial institution
reasonably acceptable to the Borrower and the Agent). The reasonable costs of
mitigating the effect of any such change shall be borne by the Borrower save where
such costs are of an internal administrative nature and are not incurred in dealings
by any Lender with third parties.4.10
    
    Voluntary cancellation following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) Business Days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it
wishes to cancel a Tranche or the relevant part thereof, in which event the Borrower
shall forthwith cancel the Tranche or such relevant part thereof and
 26




---



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prepay such amount of the outstanding Drawings as will ensure that immediately
thereafter the aggregate of the amount of the Drawings will not exceed the
Commitments to the Tranche or relevant part thereof as so reduced by virtue of the
Borrowers cancellation.4.11
    
    Cancellation in case of Total Loss of a VesselIf a Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent on behalf of the Lenders within one hundred
and fifty (150) days thereof, by no later than the date which is one hundred and
fifty (150) days after the date of the event giving rise to such Total Loss cancel
and prepay the relevant Tranche in accordance with Clause 4.3 and Clause 13.1.For the purposes of this Clause 4.11, a Total Loss shall be deemed to have occurred:
 4.11.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time on the actual
date of loss or, if that is not known, on the date on which the Vessel was last
heard of;4.11.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on
the date on which the requisition is expressed to take effect by the person
requisitioning the Vessel; or4.11.3
    
    if it consists of a constructive or compromised or arranged or agreed total
loss or damage to the Vessel rendering repair impracticable or uneconomical or
rendering the Vessel permanently unfit for normal use, at noon Greenwich Mean
Time on the date on which notice claiming the loss of the Vessel is given to
its insurers.
 4.12
    
    Cancellation in case of sale of a VesselIf a Vessel is sold by the relevant Owner with the prior consent of the Majority
Lenders (which consent is not to be unreasonably withheld or delayed), then the
Borrower will concurrent with completion of the sale cancel and prepay the relevant
Tranche in accordance with Clause 4.3 and Clause 13.1. Subject to Clause 4.4,
prepayment of a Tranche consequent upon the permitted sale of the relevant Vessel
shall absolve the Borrower from any liability to pay prepayment fees or costs other
than legal, registration or other costs incurred in relation to the release and
discharge of the Security Documents and the release of the relevant Lower Saxony
Guarantee.4.13
    
    Cancellation in case of non-delivery of a VesselIf Hull No S.669 has not been delivered to Norwegian Pearl within two hundred and
forty (240) days after 8 February 2007 or Hull No S.670 has not been delivered to
Norwegian Jade within two hundred and forty (240) days after 1 October 2007 the
relevant Tranche will be cancelled.
 27




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4.14
    
    Cancellation in case of reduction in the Owners Supply CostsIf the amount of a Tranche advanced on the Delivery Date of the relevant Vessel
exceeds the relevant Maximum Tranche Amount when the Owners Supply Costs in respect
of the relevant Vessel, as evidenced by the information to be provided pursuant to
paragraph 1 of Part II of Schedule 3, are determined, the Borrower shall forthwith
cancel the relevant Tranche and prepay the relevant outstanding Drawings in each
case by such an amount that the relevant Maximum Tranche Amount is no longer
exceeded, in accordance with Clause 4.4 and Clause 13.2.
 5
    
    Interest
 5.1
    
    Payment of interestThe Borrower shall pay interest on each Drawing at the Interest Rate applicable for
each Interest Period in respect thereof which interest shall be payable in arrears
on each Interest Payment Date.5.2
    
    Selection and duration of Interest PeriodsThe Borrower may give notice to the Agent to be received by the Agent not later than
9.00 a.m. London time five (5) Business Days prior to the commencement of each
Interest Period, specifying whether that Interest Period is to be of one (1), three
(3) or six (6) months duration or of such other period as the Borrower and all the
Lenders may agree PROVIDED THATno more than three (3) Interest Periods of one (1)
months duration may be requested in any one (1) calendar year in respect of a
Tranche. Interest Periods shall commence, in the case of the first in respect of a
Drawing, on the relevant Advance Date and, in the case of Interest Periods other
than the first, on the expiry of the preceding Interest Period. Each Interest
Period shall, subject to the following provisions of this Clause 5, be of a duration
selected by the Borrower as above PROVIDED THATthe final Interest Period in respect
of a Drawing shall end on the Maturity Date of that Drawing.5.3
    
    No notice and unavailabilityIf the Borrower fails to select an Interest Period in accordance with Clause 5.2 or
the Agent certifies that deposits for the period selected by the Borrower are not
available to each of the Lenders in the ordinary course of business in the relevant
interbank eurocurrency market to fund the Drawing, the Borrower shall be deemed to
have selected an Interest Period of three (3) months (or such other period as the
Agent may in its sole discretion decide).5.4
    
    Extension and shortening of Interest Periods
 5.4.1
    
    If an Interest Period would otherwise end on a day which is
not a Business Day, the Interest Period shall be extended until the next
following Business Day unless the next following Business Day falls in the next
calendar month in which case the Interest Period will be shortened to expire on
the preceding Business Day.5.4.2
    
    If an Interest Period commences on the last Business Day in a
month and if there is no day in the month in which the Interest Period will end
which
 28




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corresponds numerically to the day on which it begins, the Interest Period
shall end on the last Business Day in that month.
 5.5
    
    Interest RateSubject to Clause 5.7 and Clause 6, the rate of interest applicable to a Drawing
during an Interest Period shall be the rate per annum which is the sum of EURIBOR or
LIBOR (as the case may be), the Applicable Margin and Mandatory Costs.5.6
    
    Bank basisInterest, commitment fee and any other payments hereunder or under the commitment
letter referred to in Clause 14.2 or any other fee letter of an annual nature shall
accrue from day to day and be computed on the basis of a year of three hundred and
sixty (360) days and for the actual number of days elapsed.5.7
    
    Default interestIf the Borrower fails to pay on the due date any sum due under this Agreement or any
of the other Security Documents to which it may at any time be a party, the Borrower
shall, without affecting any other remedy of the Agent or the Lenders, on demand pay
interest on such sum from the due date to the actual date of payment (as well after
as before judgment). Such interest shall accrue on a daily basis at the higher of
the Interest Rate fixed for the latest Interest Period and the rate computed by the
Agent and certified by the Agent to the Borrower as being the aggregate of (a) the
Applicable Margin, Mandatory Costs and two per cent (2%) and (b) the greater of (i)
in the case of the Lenders, the average (rounded upwards if necessary to the next
integral multiple of one-sixteenth of one per cent (1/16%)) of the respective rates
per annum at which each of the Lenders is able to acquire in accordance with its
normal practice deposits in euro or Dollars (as the case may be) in successive
periods of one (1) month (or for such shorter period as the Agent may in its sole
discretion select) in the relevant interbank eurocurrency market in an amount
equivalent to or comparable with its relevant Contribution to such sum, and, in the
case of the Agent, the rate per annum at which it is able to acquire in accordance
with its normal practice deposits in euro or Dollars (as the case may be) in
successive periods of one (1) month (or for such shorter period as the Agent may in
its sole discretion select) in the relevant interbank eurocurrency market in an
amount equivalent to such sum, as at approximately 11.00 a.m. Brussels time (in the
case of euro) and as at approximately 11.00 a.m. London time (in the case of
Dollars) on any relevant day and (ii) in the case of the Lenders, the average
(rounded upwards if necessary to the next integral multiple of one-sixteenth of one
per cent (1/16%)) of the cost to each of the Lenders of funding its relevant
Contribution to such sum, and, in the case of the Agent, the cost of funding such
sum, such interest to be compounded at the end of the period selected by the Agent
and to be payable on demand. In the event of EURIBOR or LIBOR (as the case may be)
not being available then the Agent shall in its discretion use the Substitute Basis
for its calculation as set out in Clause 6.3.
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6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbanceNotwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Interest Period the Agent shall determine in good faith (which
determination shall be conclusive and binding on the parties hereto) that:
 6.1.1
    
    by reason of circumstances affecting the relevant interbank
eurocurrency market adequate and fair means do not exist for ascertaining the
Interest Rate during such Interest Period pursuant to Clause 5; or6.1.2
    
    deposits in euro or Dollars (as the case may be) of equal
duration to such Interest Period will not be available to any of the Lenders in
the relevant interbank eurocurrency market in sufficient amounts in the
ordinary course of business to fund its relevant Contribution during such
Interest Period; or6.1.3
    
    by reason of any material change in applicable law or
regulation or of any change in national or international financial or economic
conditions any of the Lenders is unable to fund or to continue to fund its
relevant Contribution during such Interest Period by deposits obtained in the
relevant interbank eurocurrency market,
 then the Agent shall promptly give a notice (being a Suspension Notice), containing
full particulars thereof in reasonable detail to the Borrower.6.2
    
    Suspension of drawdownIf a Suspension Notice is given by the Agent before the advance of a Drawing in
accordance with Clause 2 then the Agent shall not be obliged to advance any Drawing
until notice to the contrary is given by the Agent. During the period of thirty
(30) days from the giving of such Suspension Notice, the Agent and any Lender
affected by the relevant market disturbance shall consult in good faith with the
Borrower with a view to agreeing to an alternative basis for advancing of the
Facility or any relevant part thereof. If such alternative basis is agreed between
the Borrower, the Agent, the relevant Lender or Lenders and the German State of
Lower Saxony, it shall apply in accordance with its terms.6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If a Drawing has been advanced before a Suspension Notice is
given, the Lender or Lenders affected by the relevant market disturbance shall
within thirty (30) days following the date of the Suspension Notice, certify
(through the Agent) in good faith to the Borrower an alternative basis (being
the Substitute Basis) for maintaining its relevant Contribution affected by the
relevant market disturbance. Such Substitute Basis may be retroactive to the
beginning of the then current Interest Period in respect of the Drawing and may
include an alternative method of fixing the Interest Rate (which shall reflect
the cost to the relevant Lender or Lenders of funding its relevant Contribution
from other sources plus the Applicable Margin) or alternative Interest Periods
for the relevant Drawing, provided always that so far as practicable any such
Substitute
 30




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##### 



Basis shall be computed in a manner and for periods as similar as possible
to those provided in Clause 5.6.3.2
    
    Each Substitute Basis so certified shall be binding upon the
Borrower, the Agent and the Lenders and shall be treated as part of this
Agreement.
 6.4
    
    ReviewSo long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 6.1 still prevail with
a view to returning to the normal provisions of this Agreement.
 7
    
    Payments
 7.1
    
    Place for paymentSubject to Clause 14.3, all payments by the Borrower under this Agreement or any of
the other Security Documents to which it may at any time be a party shall be made to
the Agent in Same Day Funds and:
 7.1.1
    
    if in euro through the EBA clearing system to DnB NOR Bank
ASA, London (BIC:DNBAGB2L) in favour of DnB NOR Bank ASA, Oslo (BIC:DNBANOKK)
by 10.00 a.m. Brussels time; and7.1.2
    
    if in Dollars to Bank of New York, New York, for the account
of DnB NOR Bank ASA, Oslo account no 8033261374 by 10.00 a.m. New York time,
 or such other account or bank as the Agent may from time to time designate.7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to the Agent, the
Lenders or the Lower Saxony Guarantee Agent hereunder or under the commitment
letter referred to in Clause 14.2 or any other fee letter shall be made free
and clear of and without deduction for or on account of Taxes unless the
Borrower is required by law to make such a payment subject to the deduction or
withholding of Taxes, in which case the sum payable by the Borrower in respect
of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of such
deduction or withholding, the Agent, the Lenders or the Lower Saxony Guarantee
Agent receives and retains (free from any liability in respect of any such
deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made or
required to be made.7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any
Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee
Agent is required to make any payment on account of tax (not being a tax
imposed on the net income of its Lending Branch by the jurisdiction in which it
is incorporated or in which its Lending Branch is located or any other tax
existing and applicable on the Signing Date under the laws of any
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jurisdiction) or otherwise on or in relation to any sum received or
receivable hereunder by such Lender or the Agent on its behalf, the Agent or
the Lower Saxony Guarantee Agent (including, without limitation, any sum
received or receivable under this Clause 7) or any liability in respect of
any such payment is asserted, imposed, levied or assessed against such
Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee
Agent, the Borrower shall, upon demand of the Agent, indemnify such Lender
or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent
against such payment or liability, together with any interest, penalties and
expenses payable or incurred in connection therewith other than interest
penalties and expenses that are otherwise imposed or asserted on account of
the bad faith or wilful neglect of such Lender or the Agent on its behalf,
the Agent or the Lower Saxony Guarantee Agent. If any Lender, the Agent or
the Lower Saxony Guarantee Agent proposes to make a claim under the
provisions of this Clause 7.2.2 it shall certify to the Borrower in
reasonable detail within thirty (30) days (or such longer period as any
Lender, the Agent or the Lower Saxony Guarantee Agent may reasonably
require) after becoming aware of the event by reason of which it is entitled
to make its claim or claims the basis of its claim or claims, such
certificate to be conclusive, save for manifest error.
 7.3
    
    Production of receipts for TaxesIf the Borrower makes any payment hereunder in respect of which it is required by
law to make any deduction or withholding, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Agent within
thirty (30) days after it has made such payment to the applicable authority any
original receipt issued by such authority evidencing the payment to such authority
of all amounts so required to be deducted or withheld from such payment.If an additional payment is made under Clause 7.2.2 and any Lender or the Agent on
its behalf, the Agent or the Lower Saxony Guarantee Agent determines that it has
received or been granted a credit against or relief of or calculated with reference
to the deduction or withholding giving rise to such additional payment, such Lender
or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay to the Borrower such amount as such
Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent
shall in its opinion have concluded to be attributable to the relevant deduction or
withholding. Any such payment shall be conclusive evidence of the amount due to the
Borrower hereunder and shall be accepted by the Borrower in full and final
settlement of its rights of reimbursement hereunder in respect of such deduction or
withholding. Nothing herein contained shall interfere with the right of any Lender,
the Agent and the Lower Saxony Guarantee Agent to arrange their respective tax
affairs in whatever manner they think fit.
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7.4
    
    Currency of accountUnless the Agent agrees or requires otherwise in accordance with the terms of this
Agreement:
 7.4.1
    
    a repayment or payment of all or part of the Facility, a
Tranche, a Drawing or any sum due and payable but unpaid by any Obligor under
the Security Documents shall be made in the currency in which the Facility,
such Tranche, such Drawing or such unpaid sum is denominated on its due date;7.4.2
    
    each payment of interest shall be made in the currency in
which the sum in respect of which the interest is payable was denominated when
that interest accrued; and7.4.3
    
    each payment in respect of costs, expenses or Taxes shall be
made in the currency in which the costs, expenses or Taxes are incurred
 7.5
    
    Money of accountIf any sum due from the Borrower under this Agreement or any other Security Document
to which it may at any time be a party, or any order or judgment given or made in
relation thereto, has to be converted from the currency (the first currency) in
which the same is payable under such Security Document, order or judgment into
another currency (the second currency) for the purpose of:
 7.5.1
    
    making or filing a claim or proof against the Borrower;7.5.2
    
    obtaining an order or judgment in any court or other tribunal; or7.5.3
    
    enforcing any order or judgment given or made in relation thereto;
 the Borrower shall indemnify and hold harmless the Agent, the Lower Saxony Guarantee
Agent and each of the Lenders from and against any damages or losses suffered as a
result of any discrepancy between (a) the rate of exchange used to convert the sum
in question from the first currency into the second currency and (b) the rate or
rates of exchange at which each Lender, the Agent or the Lower Saxony Guarantee
Agent may in the ordinary course of business purchase the first currency with the
second currency upon receipt of a sum paid to it in satisfaction, in whole or in
part, of any such order, judgment, claim or proof. The above indemnity shall
constitute an obligation of the Borrower separate and independent from its other
obligations and shall apply irrespective of any indulgence granted by the Agent, the
Lower Saxony Guarantee Agent or any of the Lenders.7.6
    
    AccountsThe Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Documents,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.
 33




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7.7
    
    EarningsProvided no Event of Default or Possible Event of Default has occurred (following
which the Agent shall (inter alia) be entitled to request the Owners to give notice
pursuant to clause 4 of the Earnings Assignments and apply the Earnings in
accordance with Clause 13.2) the Earnings shall throughout the Security Period be at
the free disposal of the Owners.7.8
    
    Continuing securityThe security created by this Agreement, each of the other Security Documents and the
Lower Saxony Guarantee shall be held by the Agent, the Lower Saxony Guarantee Agent
and/or the Lenders as a continuing security for the repayment of the Outstanding
Indebtedness and the security so created shall not be satisfied by any intermediate
payment or satisfaction of any part of the amount hereby or thereby secured or by
any amendment of this Agreement, any of the other Security Documents or the Lower
Saxony Guarantees. Such security shall be in addition to and shall not in any way
be prejudiced or affected by any collateral or other security now or hereafter held
by the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them for all
or any part of the amount hereby or thereby secured or any other right or remedy of
the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them under this
Agreement, any of the other Security Documents or the Lower Saxony Guarantees, by
operation of law or otherwise howsoever arising. All the powers arising from any
and all such security may be exercised from time to time as the Agent, the Lower
Saxony Guarantee Agent or the Lenders or any of them may deem expedient.7.9
    
    MitigationWithout affecting the Borrowers obligations under Clause 7.2 the affected Lender,
the Agent or the Lower Saxony Guarantee Agent shall take such reasonable steps as
may be open to it to mitigate the effect of any tax withholding requirement, subject
to the prior consent of the German State of Lower Saxony. The reasonable costs of
mitigating the effect shall be borne by the Borrower.
 8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costs
 8.1.1
    
    If by reason of:
 (a)
    
    any change in law or in its interpretation or administration; and/or(b)
    
    compliance with any request from or requirement
of any central bank or other fiscal, monetary or other authority
including but without limitation the Basle Committee on Banking
Supervision whether or not having the force of law:
 (i)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender performing its obligations under this Agreement and/or
its advancing its Contribution hereunder; or
 34




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(ii)
    
    there is any increase in the
cost to any of the Lenders or an Associated Company of the
relevant Lender funding or maintaining all or any of the
advances comprised in a class of advances formed by or
including its Contribution advanced or to be advanced by it
hereunder; or(iii)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender having entered into and/or its assuming or maintaining
its commitment under this Agreement; or(iv)
    
    any of the Lenders or an
Associated Company becomes liable to make any payment on
account of Tax or otherwise (other than Tax on its overall net
income) on or calculated by reference to the amount of the
relevant Lenders Contribution advanced or to be advanced
hereunder and/or any sum received or receivable by it
hereunder; or(v)
    
    any of the Lenders or an
Associated Company suffers any decrease in its rate of return
as a result of any changes in the requirements relating to
capital ratios, monetary control ratios, reserve assets, the
payment of special deposits, liquidity costs or other similar
requirements affecting that Lender or Associated Company,
 except to the extent included in the Mandatory Cost then the Borrower shall
from time to time on demand pay to the Agent for the account of the relevant
Lender, Lenders, Associated Company or Associated Companies amounts
sufficient to indemnify the relevant Lender, Lenders, Associated Company or
Associated Companies against, as the case may be, such cost, such increased
cost (or such proportion of such increased cost as is in the reasonable
opinion of the relevant Lender, Lenders, Associated Company or Associated
Companies attributable to the funding or maintaining of the relevant Lender
or Lenders Contribution(s) hereunder) or such liability.8.1.2
    
    A Lender affected by any provision of Clause 8.1.1 shall
promptly inform the Agent after becoming aware of the relevant change or
request and its possible results and the Agent shall, as soon as reasonably
practicable thereafter, notify the Borrower of the change or request and its
possible results. Without affecting the Borrowers obligations under Clause
8.1.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
change or request (for example (if then possible) by changing its Lending
Branch or transferring some or all of its rights and obligations under this
Agreement to another financial institution reasonably acceptable to the Agent
and after consultation with the Borrower). The reasonable costs of mitigating
the effect of any such change shall be borne by the Borrower save where such
costs are of an internal administrative nature and are not incurred in dealings
by any Lender with third parties.
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8.2
    
    Force majeureWhere the Agent or any Lender (the Non-Performing Party) is prevented from
performing any of its obligations under this Agreement by reason of Force Majeure
this Agreement shall remain in effect but the Non-Performing Partys relevant
obligations shall be suspended for so long as the Force Majeure continues and to the
extent that the Non-Performing Party is so prevented, PROVIDED THAT:
 8.2.1
    
    the suspension of performance is of no greater scope and of no
longer duration than is required by the Force Majeure;8.2.2
    
    the obligations of the Non-Performing Party shall not be
excused as a result of the Force Majeure; and8.2.3
    
    in respect of the suspension of the Non-Performing Partys
obligations:
 (a)
    
    the Non-Performing Party gives the Agent prompt
written notice which the Agent shall forthwith upon receipt send to the
Borrower describing the circumstances of Force Majeure (including the
nature of the occurrence, its expected duration and the effects of the
Force Majeure on the ability of the Non-Performing Party to perform its
relevant obligations), and continues to furnish weekly reports with
respect thereto during the period of Force Majeure;(b)
    
    the Non-Performing Party uses all reasonable
efforts to remedy its inability to perform and to mitigate the effects
of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    DurationThe representations and warranties in Clause 9.2 shall survive the execution of this
Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the
facts and circumstances subsisting, as if made on each day until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or
any of the other Security Documents.9.2
    
    Representations and warrantiesThe Borrower represents and warrants to the Agent and each of the Lenders that:
 9.2.1
    
    StatusEach Obligor is a corporation duly organised,
constituted and validly existing under the laws of the country of its
incorporation, possessing perpetual corporate existence, the capacity to sue
and be sued
 36




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in its own name and the power to own and charge its assets and carry on its
business as it is now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to
enter into and perform this Agreement and those of the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby and
has taken all necessary action to authorise the entry into and performance of
this Agreement and such other Security Documents and such transactions.9.2.3
    
    Legal validityThis Agreement constitutes legal, valid and
binding obligations of the Borrower enforceable in accordance with its terms
and in entering into this Agreement and borrowing the Facility, the Borrower is
acting on its own account. Each other Transaction Document constitutes (or
will constitute when executed) legal, valid and binding obligations of each
Obligor expressed to be a party thereto enforceable in accordance with their
respective terms.9.2.4
    
    Non-conflict with lawsThe entry into and performance of this
Agreement and the other Transaction Documents and the transactions contemplated
hereby and thereby do not and will not conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any Obligor; or(c)
    
    any agreement or document to which any Obligor
is a party or which is binding upon such Obligor or any of its assets,
 nor result in the creation or imposition of any Encumbrance on an Obligor or
its assets pursuant to the provisions of any such agreement or document.9.2.5
    
    No defaultSave as disclosed in writing to the Agent prior to
the Signing Date, no event has occurred which constitutes a default under or in
respect of any Transaction Document to which any Obligor is a party or by which
any Obligor may be bound (including (inter alia) this Agreement) and no event
has occurred which, with the giving of notice, lapse of time, determination of
materiality or other condition might constitute a default under or in respect
of any such Transaction Document and no event has occurred which constitutes a
default under or in respect of any agreement or document to which any Obligor
is a party or by which any Obligor may be bound to an extent or in a manner
which might have a material adverse effect on its business, assets or financial
condition and no event has occurred which, with the giving of notice, lapse of
time, determination of materiality or other condition might constitute a
default under or in respect of any such agreement or document.9.2.6
    
    ConsentsExcept for the prior consent of the Bermuda Monetary
Authority for the granting of the security interest over the shares comprised
in the Charged Property (as defined in the Charges) and the transfer and
registration of the shares comprised in the said Charged Property to or in the
name of the Agent or its nominee under clause 9.2.4
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of the Charges, for the filing of those Security Documents which require
registration in the Companies Registries in England and Wales, the United
States of America and/or Bermuda, which filing must be completed within
twenty one (21) days of the execution of the relevant Security Document(s)
in the case of England and Wales, and for the registration of the Mortgages
through the Bahamas Maritime Authority, all authorisations, approvals,
consents, licences, exemptions, filings, registrations, notarisations and
other matters, official or otherwise, required in connection with the entry
into, performance, validity and enforceability of this Agreement and each of
the other Transaction Documents and the transactions contemplated thereby
have been obtained or effected and are in full force and effect.9.2.7
    
    Accuracy of informationAll information furnished by any
Obligor relating to the business and affairs of any Obligor in connection with
this Agreement, the other Transaction Documents and the Lower Saxony Guarantees
was and remains true and correct in all material respects and there are no
other material facts or considerations the omission of which would render any
such information misleading.9.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing
to the Agent all facts relating to each Obligor which it knows or should
reasonably know and which might reasonably be expected to influence the Lenders
in deciding whether or not to enter into this Agreement.9.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor
is subject to any Encumbrance except Permitted Liens.9.2.10
    
    Pari passu or priority statusThe claims of the Agent and the Lenders
against the Borrower under this Agreement will rank at least pari passu with
the claims of all unsecured creditors of the Borrower (other than claims of
such creditors to the extent that they are statutorily preferred) and in
priority to the claims of any creditor of the Borrower who is also an Obligor.9.2.11
    
    SolvencyThe Obligors are and shall remain, after the advance to them of the
Facility or any of it, solvent in accordance with the laws of Bermuda and the
United Kingdom and in particular with the provisions of the United Kingdoms
Insolvency Act 1986 (as from time to time amended) and the requirements
thereof.9.2.12
    
    Winding-up, etc.Neither the Borrower nor any other Obligor has taken any
corporate action nor have any other steps been taken or legal proceedings been
started or (to the best of its knowledge and belief) threatened against any of
them for the winding-up, dissolution or for the appointment of a liquidator,
administrator, receiver, administrative receiver, trustee or similar officer of
any of them or any or all of their assets or revenues nor have either sought
any other relief under any applicable insolvency or bankruptcy law.9.2.13
    
    AccountsThe consolidated audited accounts of the NCLC Group for the period
ending on 31 December of each financial year during the period of this
Agreement (which accounts will be prepared in accordance with US
 38




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GAAP) will fairly represent the financial condition of the NCLC Group as
shown in such audited accounts.9.2.14
    
    LitigationSave as disclosed in the Disclosure Letter, no litigation,
arbitration or administrative proceedings are current or pending or, to its
knowledge, threatened, which might, if adversely determined, have a Material
Adverse Effect. For the avoidance of doubt, the disclosure of any such
litigation, arbitration or administrative proceedings after the Signing Date
shall not be deemed to be a fact and circumstance subsisting at any time that
this representation is deemed to be repeated pursuant to Clause 9.1.9.2.15
    
    Tax liabilitiesThe NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against it with respect to
Taxes, which might, if such claims were successful, have a material adverse
effect on its business, assets or financial condition.9.2.16
    
    Ownership of assetsEach member of the NCLC Group has good and marketable
title to all its assets which is reflected in the audited accounts referred to
in Clause 9.2.13.9.2.17
    
    No immunityNone of the Obligors nor any of their respective assets enjoys
any right of immunity (sovereign or otherwise) from set-off, suit or execution
in respect of their obligations under this Agreement or any of the other
Transaction Documents or by any relevant or applicable law.9.2.18
    
    Taxes on paymentsAs at the Signing Date all amounts payable by the Borrower
hereunder may be made free and clear of and without deduction for or on account
of any Taxation.9.2.19
    
    Place of businessNone of the Obligors has a place of business in any
jurisdiction (except as already disclosed) which requires any of the Security
Documents to be filed or registered in that jurisdiction to ensure the validity
of the Security Documents to which it is a party.9.2.20
    
    Ownership of sharesAll the authorised and issued shares in each of the
Owners and the Manager are legally and beneficially owned by the Shareholder,
all the authorised and issued shares in the Shareholder are legally and
beneficially owned by Arrasas and all the authorised and issued shares in
Arrasas are legally and beneficially owned by the Borrower and such structure
shall remain so throughout the Security Period. Further, no Event of Default
has occurred under Clause 12.1.16 in respect of the ownership and/or control of
the shares in the Borrower.9.2.21
    
    Completeness of documentsThe copies of the Building Contracts, the
Management Agreements 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 nor has any action been taken by the parties thereto which
would in any way render such document inoperative or unenforceable.
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9.2.22
    
    No undisclosed commissionsThere are and will be no commissions, rebates,
premiums or other payments by or to or on account of any Obligor, their
shareholders or directors in connection with the transaction as a whole other
than as disclosed to the Agent in writing.9.2.23
    
    EnvironmentEach of the Obligors:
 (a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances, petroleum and petroleum products and by-products
(Materials of Environmental Concern); or(ii)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (such laws,
regulations, conventions and agreements the Environmental
Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim); and
 there are no circumstances that may prevent or interfere with such full
compliance in the future.
 40




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There is no Environmental Claim pending or threatened against any of the
Obligors.There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Material of Environmental Concern, that could
form the basis of any Environmental Claim against any of the Obligors.9.2.24
    
    Money launderingAny borrowing by the Borrower hereunder, and the
performance of its obligations hereunder and under the other Security
Documents, will be for its own account and will not involve any breach by it of
any law or regulatory measure relating to money laundering as defined in
Article 1 of the Directive (91/308/EEC) of the Council of the European
Communities.
 10
    
    Undertakings
 10.1
    
    DurationThe undertakings in this Clause 10 shall remain in full force and effect until the
Borrower has no remaining obligations, actual or contingent, under or pursuant to
this Agreement or any of the other Security Documents.10.2
    
    InformationThe Borrower will provide to the Agent (or will procure the provision of):
 10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
Accounts (commencing with the audited accounts made up to 31 December 2005);10.2.2
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each quarter of each financial year) a Certified Copy of the unaudited
consolidated accounts of the NCLC Group for that quarter (commencing with the
unaudited accounts made up to 30 June 2005);10.2.3
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each financial year), beginning with the financial year
ending 31 December 2005, annual cash flow projections on a consolidated basis
of the NCLC Group showing on a monthly basis advance ticket sales (for at least
twelve (12) months following the date of such statement) for the NCLC Group;10.2.4
    
    as soon as practicable (and in any event not later than 31 January of each
financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year;
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(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including an income statement and
projected results for the operation of the vessels owned and/or
operated by any member of the NCLC Group); and(c)
    
    an outline of the assumptions supporting the
budget and financial projections referred to in paragraphs (a) and (b)
of this Clause 10.2.4;
 10.2.5
    
    within thirty (30) days of the end of each period of twelve (12) months
referred to in the penultimate sentence of Clause 10.17.1 and at such other
times as the Agent may from time to time reasonably require, a valuation of
each of the Vessels obtained in accordance with the provisions of Clause 10.17;10.2.6
    
    as soon as practicable (and in any event within sixty (60) days after the
close of each of the first three (3) quarters of its financial year and within
one hundred and twenty (120) days after the close of each financial year) a
statement signed by the NCLC Groups chief financial officer in the form of
Schedule 6 (commencing with the second quarter of the financial year ending 31
December 2005) and such other information as the Agent may request;10.2.7
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request; and10.2.8
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
ten million Dollars (USD10,000,000) or the equivalent in another currency).
 All accounts required under this Clause 10.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company.10.3
    
    Financial UndertakingsThe Borrower will ensure that:
 10.3.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);10.3.2
    
    either:
 (a)
    
    as at 30 September 2005 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or
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(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); and
 10.3.3
    
    as at 31 December 2005 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:
 (a)
    
    nought point six five (0.65) to one (1.0) for
financial quarters ending on or before 31 December 2007; and(b)
    
    nought point six (0.6) to one (1.0) for each
subsequent financial quarter.Amounts available for drawing under the Facility or any other revolving or
other credit facilities of the NCLC Group which remain undrawn at the time
of the relevant calculation shall not be counted as cash or indebtedness for
the purposes of this ratio.
 Save as specified in Clause 10.3.2, the ratios referred to in this Clause 10.3 will
be measured on a quarterly basis by reference to the consolidated accounts of the
NCLC Group.
 10.4
    
    Dividends
 10.4.1
    
    During any financial year of the Borrower until the date on which the
Borrower becomes a listed company on an Approved Stock Exchange (on which date
the restriction contained in this Clause 10.4.1 shall cease to apply), the
Borrower shall not and shall procure that no other member of the NCLC Group
shall, pay any dividends or make any other distributions in respect of its
share capital to any person which during any financial year of the Borrower in
aggregate exceeds fifty per cent (50%) of the Consolidated Net Income (if
positive) of the NCLC Group for such financial year PROVIDED HOWEVER THAT
(whether before or after the Borrower becomes a listed company on an Approved
Stock Exchange) the NCLC Group shall not be entitled to pay any dividend or
make any distribution in respect of any of its share capital if an Event of
Default has occurred and is continuing or would occur as a result of the
payment of such dividend or the making of such distribution and shall provide
the Agent with a certificate signed by the chief financial officer of the NCLC
Group confirming that no Event of Default has occurred and is continuing or
would occur as a result of the payment of a dividend or the making of a
distribution before such dividend is paid or distribution is made.10.4.2
    
    Subject to Clause 10.4.1, the Borrower will procure that any dividends or
other distributions and interest paid or payable in connection therewith
received by the Shareholder, NCL America Holdings and/or Arrasas will be paid
to the Borrower by way of dividend promptly on receipt.
 43




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10.5
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default or Possible Event of
Default forthwith upon any Obligor becoming aware of the occurrence thereof. Upon
the Agents request from time to time the Borrower will issue a certificate stating
whether any Obligor is aware of the occurrence of any Event of Default or Possible
Event of Default.10.6
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as
such filings or registrations have not been completed on or before the relevant
Delivery Date the Borrower will procure the filing or registration within applicable
time limits of each Security Document which requires filing or registration together
with all ancillary documents required to preserve the priority and enforceability of
the Security Documents.10.7
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of its or the Owners present or future assets, except for the following:
 10.7.1Encumbrances created with the prior consent of the Lenders; or10.7.2Permitted Liens.
 10.8
    
    DisposalsExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a
substantial part of its assets except that the following disposals shall not be
taken into account:
 10.8.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash
as consideration for the purchase or acquisition of any asset or service or in
the discharge of any obligation incurred for value in the ordinary course of
trading;10.8.2
    
    disposals of cash raised or borrowed for the purposes for which such cash was
raised or borrowed;10.8.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value; and
 44




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10.8.4
    
    a vessel or any other asset owned by any member of the NCLC Group (other than
the Owners) may be sold provided such sale is on a willing seller willing buyer
basis at or about market rate and at arms length subject always to the
provisions of any loan documentation for the financing of such vessel or other
asset.
 10.9
    
    PurchasesExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not purchase any
asset:
 10.9.1
    
    other than on arms length terms;10.9.2
    
    which is not for its use in its ordinary course of business; or10.9.3
    
    the cost of which is more than its fair market value at the date of
acquisition.
 10.10
    
    Change of name or businessExcept with the prior consent of the Majority Lenders and the German State of Lower
Saxony, the Borrower shall not change its name or make or threaten to make any
substantial change in its business as presently conducted or carry on any other
business which is substantial in relation to its business as presently conducted so
as to affect, in the opinion of the Majority Lenders or the German State of Lower
Saxony, the Borrowers ability to perform its obligations hereunder and shall not
form any further subsidiaries and the Borrower will procure that the other Obligors
continue, throughout the Security Period, to perform their current business
activities PROVIDED THATany new leisure or hospitality venture embarked upon by any
member of the NCLC Group (other than the Borrower) shall not constitute a
substantial change in its business.10.11
    
    MergersExcept with the prior consent of the Majority Lenders and the German State of Lower
Saxony, the Borrower will not enter into any amalgamation, restructure, substantial
reorganisation, merger, de-merger or consolidation or anything analogous to the
foregoing nor will it acquire any equity, share capital or obligations of any
corporation or other entity and will procure that no company in the NCLC Group
(other than the Shareholder or NCL America Holdings) shall do so.However, the prior consent of the Majority Lenders shall not be required in respect
of any reorganisation or restructure involving wholly owned (whether directly or
indirectly) Subsidiaries of the Borrower only which does not imperil the security
created by any of the Security Documents or the Lower Saxony Guarantees or affect
the ability of any Obligor duly to perform any of its obligations under any Security
Document to which it may be a party at any time, PROVIDED THATthe Borrower has
first consulted with the Agent with regard to the proposed consolidation,
reorganisation or restructure and provides evidence satisfactory to the Agent that
the Borrower will be in compliance with the
 45




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financial undertakings contained in Clause 10.3 after any such reorganisation or
restructure SUBJECT TO:
 10.11.1
    
    Clause 9.2.20; and10.11.2
    
    the cash flows from which the Outstanding Indebtedness will be repaid
remaining comparable as to amount (relative to the amount of the Outstanding
Indebtedness) and accessibility for the Borrower to the cash flows as at the
Signing Date, in the sole discretion of the Lenders.
 For the avoidance of doubt, if the Agent and the Lower Saxony Guarantee Agent are
satisfied the Borrower will be in compliance with the financial undertakings
contained in Clause 10.3 after the acquisition by a member of the NCLC Group of any shares in any company or corporation, such acquisition shall not in itself
constitute a merger or consolidation with such company or corporation requiring the
consent of the Majority Lenders and the German State of Lower Saxony under this
Clause 10.11.10.12
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.10.13
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with US GAAP.10.14
    
    Subordination of indebtednessThe Borrower shall procure that any and all indebtedness (and in particular with any
other Obligor) is at all times fully subordinated to the Security Documents and the
obligations of the Borrower hereunder. Upon the occurrence of an Event of Default
or a Possible Event of Default, the Borrower shall not make any repayments of
principal, payments of interest or of any other costs, fees, expenses or liabilities
arising from or representing such indebtedness.10.15
    
    GuaranteesSave as contemplated by this Agreement, the Borrower will procure that none of the
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.Subject to the above provision of this Clause, the Borrower will not, and will
procure that no member of the NCLC Group 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 without first notifying the
 46




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10.16
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent or the Lower Saxony
Guarantee Agent may reasonably consider necessary for giving full effect to any of
the Transaction Documents or the Lower Saxony Guarantees or securing to the Agent,
the Lower Saxony Guarantee Agent and/or the Lenders the full benefit of the rights,
powers and remedies conferred upon the Agent, the Lower Saxony Guarantee Agent
and/or the Lenders in any such Transaction Document or the Lower Saxony Guarantees.
 10.17
    
    Valuation of the Vessels
 10.17.1
    
    Each of the Vessels shall for the purposes of this Clause 10.17 be valued in
Dollars by two (2) independent firms of shipbrokers or shipvaluers nominated by
the Borrower and approved by the Agent (acting on the instructions of the
Majority Lenders) or failing such nomination and approval, appointed by the
Agent (acting on such instructions) in its sole discretion (each such valuation
to be made without, unless reasonably required by the Agent, physical
inspection and on the basis of a sale for prompt delivery for cash at arms
length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
engagement concerning the Vessel). The first such valuations shall be obtained
on or about thirty (30) days prior to the Delivery Date in respect of a Vessel
and thereafter they shall be obtained on or about each anniversary of the
relevant Delivery Date and at such other times as the Agent may from time to
time reasonably require. The average of the valuations shall constitute the
value of the Vessel for the purposes of this Clause 10.17.10.17.2
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.17 a copy thereof is sent directly to the
Agent for review.10.17.3
    
    Prior to the first Currency Conversion Date in respect of a Tranche any
valuation obtained pursuant to this Clause 10.17 shall be converted into euro
at the Agents Spot Rate of Exchange on the date of the valuation.
 10.18
    
    Marginal securityIf at any time the value of the Vessels as assessed in accordance with the
provisions of Clause 10.17 is:
 10.18.1
    
    less than one hundred and five per cent (105%) of the amount of the
aggregate of the Available Commitments and the Contributions to the Facility
during the period commencing on the first Delivery Date and ending twenty four
(24) months after the second Delivery Date; and
 47




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10.18.2
    
    thereafter, is less than one hundred and twenty per cent (120%) of the
amount of the aggregate of the Available Commitments and the Contributions to
the Facility,
  (a)
    
    provide the Agent with additional security acceptable to the
Majority Lenders such that the security value of the Vessels and any additional
security provided to the Agent hereunder (at valuations reasonably estimated by
the Agent from time to time) is at least one hundred and five per cent (105%)
or one hundred and twenty per cent (120%) (as the case may be) of the aggregate
of the Available Commitments and the Contributions to the Facility; or(b)
    
    reduce the Available Commitments by such an amount that the
value of the security is at least one hundred and five per cent (105%) or one
hundred and twenty per cent (120%) (as the case may be) of the amount of the
aggregate of the Available Commitments and the Contributions to the Facility.
 10.19
    
    No dealings with Master AgreementsThe Borrower shall not assign, novate or encumber or in any other way transfer any
of its rights or obligations under any Master Agreement, nor enter into any interest
rate exchange or hedging agreement with anyone other than a Lender or its Affiliate.10.20
    
    Financial year endThe Borrower shall not change its financial year end.10.21
    
    Maintenance and insuranceThe Borrower will keep, and will procure that each member of the NCLC Group keeps,
all of its real property and assets properly maintained and in existence and will
comprehensively insure, and will procure that each member of the NCLC Group
comprehensively insures, for its full reinstatement cost all of its property which
is of an insurable nature in such name as the Agent shall in writing approve and on
such terms, for such amounts and of such types as would be effected by prudent
companies carrying on business similar to the Borrower or its Subsidiary (as the
case may be). In particular but without limitation, the Borrower shall procure that
each of the Owners maintains and insures its Vessel in accordance with the
provisions of the relevant Mortgage.10.22
    
    Lower Saxony GuaranteesThe Lenders have claims arising from this Agreement guaranteed by the German State
of Lower Saxony (represented by PwC Deutsche Revision) by way of the Lower Saxony
Guarantees. The unrestricted existence of the relevant Lower Saxony Guarantee is a
condition precedent to drawdown of the relevant Tranche as referred to in Clause
2.3.8 and to the maintenance of the Facility in accordance with the terms of this
Agreement.
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10.23
    
    VesselsThe Borrower will procure that each of the Vessels is traded within the NCLC Fleet
from her Delivery Date and throughout the remainder of the Security Period.
 11
    
    Rights of the Agent and the Lenders
 11.1
    
    No derogation of rightsAny rights conferred on the Agent, the Lower Saxony Guarantee Agent and the Lenders
or any of them by this Agreement, any other Security Document or the Lower Saxony
Guarantees shall be in addition to and not in substitution for or in derogation of
any other right which the Agent, the Lower Saxony Guarantee Agent and the Lenders or
any of them might at any time have to seek from the Borrower or any other person for
payment of sums due from the Borrower or indemnification against liabilities as a
result of the Borrowers default in payment of sums due from it under this
Agreement, any other Security Document or the Lower Saxony Guarantees.11.2
    
    Enforcement of remediesNone of the Agent, the Lower Saxony Guarantee Agent or the Lenders shall be obliged
before taking steps to enforce any rights conferred on it or them by this Clause or
this Agreement or exercising any of the rights, powers and remedies conferred on it
or them hereby or by law:
 11.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it or they may seek payment of any sum due from the
Borrower under this Agreement, any other Security Document or a Lower Saxony
Guarantee;
 11.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person;11.2.3
    
    to enforce or seek to enforce any other rights it or they may have against
the Borrower or any other such person; or11.2.4
    
    to enforce a Lower Saxony Guarantee.
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12
    
    Default
 12.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 12.1.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of the Facility (provided however that if any such
amount is not paid when due solely by reason of some error or omission on
the part of the bank or banks through whom the relevant funds are being
transmitted no Event of Default shall occur for the purposes of this Clause
12.1.1 until the expiry of three (3) Business Days following the date on
which such payment is due), or within three (3) days of the due date any
other amount, payable by it under any Security Document to which it may at
any time be a party, at the place and in the currency in which it is
expressed to be payable.12.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any other
material provision of any Security Document or a Lower Saxony Guarantee
or there is any other material breach in the sole opinion of the Agent
or the Lower Saxony Guarantee Agent (in the case of a Lower Saxony
Guarantee) of any of the Transaction Documents or a Lower Saxony
Guarantee and such failure (if in the opinion of the Agent or the Lower
Saxony Guarantee Agent (in the case of a Lower Saxony Guarantee) in its
sole discretion it is capable of remedy) continues unremedied for a
period of thirty (30) days from the date of its occurrence and in any
such case as aforesaid the Agent or the Lower Saxony Guarantee Agent
(in the case of a Lower Saxony Guarantee) in its sole discretion
considers that such failure is or could reasonably be expected to
become materially prejudicial to the interests, rights or position of
the Agent, the Lower Saxony Guarantee Agent and/or the Lenders; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or a Lower Saxony Guarantee or if any of the
parties thereto becomes entitled to terminate or repudiate any of them
and evidences an intention so to do.
 12.1.3
    
    MisrepresentationAny representation warranty or statement made or repeated in, or in
connection with, any Security Document or the Lower Saxony Guarantees or in
any accounts, certificate, statement or opinion delivered by or on behalf of
any Obligor thereunder or in connection therewith is materially incorrect
when made or would, if repeated at any time hereafter by reference to the
facts subsisting at such time, no longer be materially correct.
 50




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12.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group.(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise.(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable.(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default,
 PROVIDED THAT
 (I)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than ten million
Dollars (USD10,000,000);(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded PROVIDEDfirst that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 12.1.4(ii) shall
not apply to that Financial Indebtedness; and(iii)
    
    If at any time hereafter the Borrower or any
other member of the NCLC Group agrees to the incorporation of a cross
default provision into any financial contract or financial document
relating to any Financial Indebtedness that is more onerous than this
Clause 12.1.4, then the Borrower shall immediately notify the Agent and
that cross default provision shall be deemed to apply to this Agreement
as if set out in full herein with effect from the date of such
financial contract or financial document and during the currency of
that financial contract or financial document.
 12.1.5
    
    Winding-upAny order is made or an effective resolution passed or other action taken
for the suspension of payments or dissolution, termination of existence,
liquidation, winding-up or bankruptcy of any member of the NCLC Group.12.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC Group
or a composition or an arrangement with creditors of any member
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12.1.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, manager or similar officer
is appointed in respect of any member of the NCLC Group or in respect of all
or any substantial part of the assets of any member of the NCLC Group and in
any such case such appointment is not withdrawn within thirty (30) days (the
Grace Period) unless the Agent considers in its sole discretion that the
interest of the Lenders might reasonably be expected to be adversely
affected in which event the Grace Period shall not apply.12.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is unable,
or admits in writing its inability, to pay its debts as they fall due or
becomes insolvent within the terms of any applicable law.12.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the NCLC Group and
remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of ten million Dollars (USD10,000,000) 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 Obligors ability to meet any of its material
obligations under this Agreement, the other Security Documents and/or the
Lower Saxony Guarantees or cause to occur any of the events specified in
sub-clauses 12.1.5 to 12.1.8 of this Clause (the determination of which
shall be in the Majority Lenders sole discretion).12.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the
events specified in sub-clauses 12.1.5 to 12.1.9 of this Clause shall occur
under the laws of any applicable jurisdiction.12.1.11
    
    Cessation of businessAny member of the NCLC Group ceases to carry on all or a substantial part of
its business.
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12.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents is materially adversely modified, revoked or withheld or does not
remain in full force and effect and within ninety (90) days of the date of
its occurrence such event is not remedied to the satisfaction of the Agent
and the Agent considers in its sole discretion that such failure is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the modification, revocation or
withholding of the authorisation, approval or consent is due to an act or
omission of any Obligor and the Agent is satisfied in its sole discretion
that the Lenders interests might reasonably be expected to be materially
adversely affected.12.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for:
 (a)
    
    any Obligor to perform any of its obligations
under any Security Document to which it is a party or a Lower Saxony
Guarantee; or(b)
    
    the German State of Lower Saxony to perform any
of its obligations under a Lower Saxony Guarantee; or(c)
    
    the Agent, the Lower Saxony Guarantee Agent or
any Lender to exercise any of its rights under any of the Security
Documents or a Lower Saxony Guarantee;
 PROVIDED THATno Event of Default shall be deemed to have occurred (except
where the unlawfulness or impossibility adversely affects any Obligors or
the German State of Lower Saxonys payment obligations under this Agreement,
the other Security Documents and/or the Lower Saxony Guarantees (the
determination of which shall be in the Agents sole discretion) in which
case the following provisions of this Clause 12.1.13 shall not apply) where
the unlawfulness or impossibility prevents any Obligor from performing its
obligations (other than its payment obligations under this Agreement and the
other Security Documents) and is cured within a period of twenty one (21)
days of the occurrence of the event giving rise to the unlawfulness or
impossibility and the relevant Obligor, within the aforesaid period,
performs its obligation(s) and PROVIDED FURTHER THATno Event of Default
shall be deemed to have occurred where the Agent and/or any relevant Lender
could, in its sole discretion, mitigate the consequences of unlawfulness or
impossibility in the manner described in Clause 4.9. The costs of
mitigation shall be determined in accordance with Clause 4.9.12.1.14
    
    InsurancesAn Owner fails to insure its Vessel in the manner specified in the relevant
Mortgage or fails to renew the Insurances at least ten (10) days prior to
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the date of expiry thereof and produce prompt confirmation of such renewal
to the Agent.12.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days after the date of the event giving rise to such
Total Loss.12.1.16
    
    Ownership and control of the BorrowerIf:
 (a)
    
    at any time when the ordinary share capital of
the Borrower is not publicly listed on an Approved Stock Exchange or at
any time when a dividend is to be paid to the existing shareholders of
the Borrower by way of a share issue pursuant to a public offering on
an Approved Stock Exchange, the Lim Family together or individually do
not or will not, directly or indirectly, control the Borrower and
beneficially own, directly or indirectly, at least fifty one per cent
(51%) of the issued share capital of, and equity interest in, the
Borrower; or(b)
    
    at any time following the listing of the
ordinary share capital of the Borrower on an Approved Stock Exchange:
 (i)
    
    any individual or any Third
Party:
 (A)
    
    owns legally
and/or beneficially and either directly or indirectly
at least thirty three per cent (33%) of the ordinary
share capital of the Borrower; or(B)
    
    has the right
or the ability to control either directly or indirectly
the affairs of or the composition of the majority of
the board of directors (or equivalent) of the Borrower,and, at the same time as any of the events described in
paragraphs (A) or (B) of this Clause have occurred and are
continuing, the Lim Family together or individually do not,
directly or indirectly, beneficially own at least fifty one
per cent (51%) of the issued share capital of, and equity
interest in, the Borrower; or
 (ii)
    
    the Borrower ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of the Majority Lenders,
 control body corporate
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12.1.17
    
    DisposalsIf the Borrower or any other member of the NCLC Group shall have concealed,
removed, or permitted to be concealed or removed, any part of its property,
with intent to hinder, delay or defraud its creditors or any of them, or
made or suffered a transfer of any of its property which may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or shall have
made any transfer of its property to or for the benefit of a creditor with
the intention of preferring such creditor over any other creditor.12.1.18
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor which in
the reasonable opinion of the Agent would or might be expected to imperil
the security created by any of the Security Documents or either of the Lower
Saxony Guarantees.12.1.19
    
    Material Adverse EffectAny event or circumstance occurs which the Majority Lenders believe has had
or reasonably believe will have a Material Adverse Effect.12.1.20
    
    Governmental interventionThe authority of any member of the NCLC Group in the conduct of its business
is wholly or substantially curtailed by any seizure or intervention by or on
behalf of any authority and within ninety (90) days of the date of its
occurrence any such seizure or intervention is not relinquished or withdrawn
and the Agent reasonably considers that the relevant occurrence is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the seizure or intervention executed
by any authority is due to an act or omission of any member of the NCLC
Group and the Agent is satisfied, in its sole discretion, that the Lenders
interest might reasonably be expected to be materially adversely affected.12.1.21
    
    Master Agreement terminationA notice is given by a Lender or its Affiliate (as the case may be) under
section 6(a) of the relevant Master Agreement, or by any person under
section 6(b)(iv) of a Master Agreement, in either case designating an Early
Termination Date for the purpose of the Master Agreement, or a Master
Agreement is for any other reason terminated, cancelled, suspended,
rescinded, revoked or otherwise ceases to remain in full force and effect.
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12.2
    
    Acceleration
 12.2.1
    
    On the occurrence of an Event of Default or a Possible Event of Default and
at any time thereafter whilst such event shall be continuing the Agent may if a
Drawing has not yet been drawn down, by notice to the Borrower cancel the
obligations of the Lenders under this Agreement.12.2.2
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing, if a Drawing has been drawn down the Agent or
the Lower Saxony Guarantee Agent (as the case may be) may:
 (a)
    
    by notice to the Borrower declare the whole or
any part of the Facility due and repayable in accordance with the terms
of such notice whereupon the same shall become due and repayable
accordingly together with all interest accrued thereon and all other
amounts payable hereunder and under any of the other Security
Documents; and/or(b)
    
    from time to time exercise all or any of its
rights under any of the Security Documents and the Lower Saxony
Guarantees in such order and in such manner as it shall deem
appropriate; and/or(c)
    
    at its sole discretion terminate or continue
with the Management Agreements.
 12.3
    
    Default indemnityThe Borrower shall on demand indemnify the Agent, the Lower Saxony Guarantee Agent
and the Lenders, without prejudice to any of their other rights under this
Agreement, the other Security Documents and the Lower Saxony Guarantees, against any
loss or expense which the Agent, the Lower Saxony Guarantee Agent or the Lenders
shall certify as sustained or incurred by any of them as a consequence of:
 12.3.1
    
    any default in payment by the Borrower of any sum under this Agreement, any
of the other Security Documents or the Lower Saxony Guarantees when due,
including, without limitation, any liability incurred by the Agent, the Lower
Saxony Guarantee Agent and the Lenders by reason of any delay or failure of the
Borrower to pay any such sums;12.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default or Possible Event
of Default;12.3.3
    
    any prepayment of the Facility or any part thereof being made at any time for
any reason; and/or12.3.4
    
    a Drawing not being drawn for any reason (excluding any default by the Agent
or any Lender) after the relevant Drawdown Notice has been given,
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12.4
    
    Set offFollowing the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent, the Lower Saxony
Guarantee Agent and the Lenders to apply any credit balance to which the Borrower is
entitled upon any account of the Borrower with any branch of any of the Agent, the
Lower Saxony Guarantee Agent and the Lenders in or towards satisfaction of any sum
due to the Agent, the Lower Saxony Guarantee Agent or any Lender hereunder but
unpaid, and to combine any accounts of the Borrower for this purpose. If such
set-off requires a credit balance in a currency other than euro to be transferred to
an account maintained in connection herewith the transfer shall be effected by
crediting to the account in question the amount of euro which the Agent, the Lower
Saxony Guarantee Agent or the Lender (as the case may be) could obtain by exchanging
such currency for euro at the rate of exchange at which its Lending Branch would, at
the opening of business on the date on which the combination is effected, have sold
the currency of that credit balance for euro for immediate delivery.12.5
    
    Master Agreement rightsThe rights conferred on the Agent and the Lenders by Clause 12.4 shall be in
addition to, and without prejudice to or limitation of, the rights of netting and
set off conferred on the Lenders and/or their Affiliates by the Master Agreements.
The Borrower acknowledges that none of the Lenders or its Affiliate (as the case may
be) shall be under an obligation to make any payment to the Borrower under a Master
Agreement if, at the time that payment becomes due, an Event of Default or a
Possible Event of Default shall have occurred, or an Event of Default or Termination
Event (as those terms are respectively defined in the Master Agreements) shall have
occurred.
 13
    
    Application of Funds
 13.1
    
    Total Loss proceeds/proceeds of saleIn the event of a Vessel becoming a Total Loss or if a Vessel is sold then the Total
Loss proceeds or proceeds of sale of the Vessel shall be held by the Agent and
applied in the following manner and order:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent, the Lower Saxony Guarantee Agent or any Lender in the
protection of the Agents, the Lower Saxony Guarantee Agents and the Lenders
rights or the pursuance of its or their remedies hereunder and under the other
Security Documents and the Lower Saxony Guarantees or to any payments whether
voluntary or not which the Agent considers advisable to protect its or their
security and to provide adequate indemnity against liens claiming priority
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over
or equality with the lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Lead Arrangers, the
Co-Arrangers, the Lenders, the Agent and/or the Lower Saxony Guarantee Agent
are entitled hereunder and/or under the other Security Documents (other than
the Master Agreements) and/or under the Lower Saxony Guarantees in connection
with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on Portion A of the
relevant Tranche;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) relating to Portion A of the relevant Tranche or
for any actual or contingent liability of the Lead Arrangers, the Co-Arrangers,
the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion A of the relevant Tranche;FIFTHLY
    
    in or towards payment of Portion A of the relevant Tranche (whether or not
then due and payable);SIXTHLY
    
    in or towards payment of all losses, damages, expenses or currency risks
arising from the exercise by the Borrower of the currency option contained in
Clause 3 up to the amount of two thirtieths (2/30ths) of the relevant Portion A
as at the relevant Delivery Date;SEVENTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to
the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee
Agent or the Lenders under the Security Documents (other than the Master
Agreement Liabilities) and/or the Lower Saxony Guarantee relating to Portion A
of the relevant Tranche using in the discretion of the Agent the same order of
application as FIRSTLYto SIXTHLY;EIGHTHLY
    
    in or towards satisfaction of all interest accrued on Portion B of the
relevant Tranche;NINTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) relating to Portion B of the relevant Tranche or
for any actual or contingent liability of the Lead Arrangers,
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the Co-Arrangers,
the Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion B of the relevant Tranche;TENTHLY
    
    in or towards payment of Portion B of the relevant Tranche (whether or not
then due and payable);ELEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Lead Arrangers, the Co-Arrangers, the Agent, the Lower
Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the
other Security Documents or the Lower Saxony Guarantees in respect of the
relevant Tranche and which the assigned Earnings may be insufficient to
satisfy;TWELFTHLY
    
    in or towards satisfaction of any additional security or amount to be
prepaid in accordance with Clause 10.18;THIRTEENTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in
respect of the relevant Tranche in the same order in which the Transactions
were entered into by the Borrower with the Lenders and/or their Affiliates (as
the case may be); andFOURTEENTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall
then be entitled thereto.
  13.2 General funds/Event of Default monies
  FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent, the Lower Saxony Guarantee Agent or any Lender in the
protection of the Agents, the Lower Saxony Guarantee Agents and the Lenders
rights or the pursuance of its or their remedies hereunder and under the other
Security Documents and the Lower Saxony Guarantees or to
 59




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any payments whether
voluntary or not which the Agent considers advisable to protect its or their
security and to provide adequate indemnity against liens claiming priority over
or equality with the lien of the Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Lead Arrangers, the
Co-Arrangers, the Lenders, the Agent and/or the Lower Saxony Guarantee Agent
are entitled hereunder and/or under the other Security Documents (other than
the Master Agreements) and/or the Lower Saxony Guarantees in connection with
the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on Portion A of each
Tranche pro rata;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) relating to Portion A of each Tranche or for any
actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the
Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion A of each Tranche;FIFTHLY
    
    in or towards payment of Portion A of each Tranche pro rata;SIXTHLY
    
    in or towards payment of all losses, damages, expenses or currency risks
arising from the exercise by the Borrower of the currency option contained in
Clause 3 up to the amount of two thirtieths (2/30ths) of the relevant Portion A
as at the relevant Delivery Date of each Tranche in respect of which the
currency option has been exercised;SEVENTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to
the Lead Arrangers, the Co-Arrangers, the Agent, the Lower Saxony Guarantee
Agent or the Lenders under the Security Documents (other than the Master
Agreement Liabilities) and/or the Lower Saxony Guarantees relating to Portion A
of each of the Tranches pro rata using in the discretion of the Agent the same
order of application as FIRSTLYto SIXTHLY;EIGHTHLY
    
    in or towards satisfaction of all interest accrued on Portion B of each
Tranche pro rata;NINTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the
 60




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Outstanding Indebtedness (other than the
Master Agreement Liabilities) relating to Portion B of each Tranche or for any
actual or contingent liability of the Lead Arrangers, the Co-Arrangers, the
Agent, the Lower Saxony Guarantee Agent or the Lenders or any of them in
connection with the transactions herein contemplated so far as they relate to
Portion B of each Tranche;TENTHLY
    
    in or towards payment of Portion B of each Tranche (whether or not then due
and payable) pro rata;ELEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Lead Arrangers, the Co-Arrangers, the Agent, the Lower
Saxony Guarantee Agent and/or the Lenders under this Agreement, any of the
other Security Documents or the Lower Saxony Guarantees and which the assigned
Earnings may be insufficient to satisfy;TWELFTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the
same order in which the Transactions were entered into by the Borrower with
the Lenders and/or their Affiliates (as the case may be); andTHIRTEENTHLY
    
    the balance (if any) shall be released to the Borrower or to its order
or whomsoever else may be entitled thereto.
 13.3
    
    Application of proceeds of InsurancesProceeds of the Insurances for partial losses shall be applied in accordance with
the relevant Insurance Assignment and/or the loss payable clause endorsed on the
Insurances in the form approved by the Agent and in the case of a Total Loss of a
Vessel in accordance with Clause 4.11 and Clause 13.1.13.4
    
    Suspense accountAny monies received or recovered by the Agent, the Lower Saxony Guarantee Agent or
any Lender under or in connection with the Security Documents or the Lower Saxony
Guarantees and credited to any suspense or impersonal interest bearing security
realised account in accordance with FOURTHLYor NINTHLYof Clause 13.1 or Clause
13.2 may be held in such account for so long as the Agent thinks fit pending
application at the Agents discretion in accordance with FOURTHLYor NINTHLY(as the
case may be) of Clause 13.1 or Clause 13.2 (as the case may be).
 14
    
    Fees
 14.1
    
    Commitment feeThe Borrower shall pay to the Agent for distribution to the Lenders quarterly in
arrears during the relevant Commitment Period and on the last day of the relevant
Commitment Period, forty per cent (40%) of the Applicable Margin on the
 61




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##### 



14.2
    
    Other feesThe Borrower will pay to the Agent on behalf of itself, the Lower Saxony Guarantee
Agent, the Lead Arrangers, the Co-Arrangers and/or the Lenders, such fees as are set
out in a separate commitment letter dated 10 May 2005.14.3
    
    Lower Saxony Guarantee feeThroughout the period of the validity of a Lower Saxony Guarantee, the Borrower
shall pay to the Lower Saxony Guarantee Agent quarterly in arrears commencing on the
first Advance Date in respect of the relevant Tranche for prompt on-payment to the
German State of Lower Saxony a guarantee fee in euro on the relevant Lower Saxony
Guaranteed Amount PROVIDED THAT:
 14.3.1
    
    the Lower Saxony Guaranteed Amount shall not be reduced pro rata with the
reductions of the relevant Tranche made on the relevant Reduction Dates until
the date on which the relevant Maximum Tranche Amount as at the relevant
Delivery Date has been reduced by three thirtieths (3/30ths); and14.3.2
    
    the Lower Saxony Guaranteed Amount shall thereafter reduce by one thirtieth
(1/30th) on each subsequent relevant Reduction Date that a reduction is made;
and
  14.3.3
    
    the guarantee fee shall be payable at the applicable rate thereafter as
aforesaid; and14.3.4
    
    the guarantee fee shall continue to be payable in euro calculated at the
relevant rate on the relevant Lower Saxony Guaranteed Amount.
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15
    
    Expenses
 15.1
    
    Initial expensesThe Borrower shall reimburse the Agent on demand on a full indemnity basis for the
charges and expenses (together with value added tax or any similar tax thereon and
including without limitation travel expenses and the fees and expenses of legal,
insurance and other advisers) incurred by the Lead Arrangers, the Agent and the
Lower Saxony Guarantee Agent in respect of the arrangement and syndication of the
Facility and the negotiation, preparation, issue, printing, execution and
registration of this Agreement, the other Transaction Documents and the Lower Saxony
Guarantees and any other documents required in connection with the implementation of
this Agreement.15.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent, the Lower Saxony Guarantee Agent and the
Lenders on demand on a full indemnity basis for all charges and expenses (including
value added tax or any similar tax thereon and including the fees and expenses of
legal advisers) incurred by the Agent, the Lower Saxony Guarantee Agent and each of
the Lenders in connection with the enforcement of, or the preservation of any rights
under, this Agreement, the other Security Documents and the Lower Saxony Guarantees.15.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent, the Lower Saxony Guarantee Agent and
each of the Lenders on demand against any and all stamp, registration and similar
Taxes which may be payable in any jurisdiction in connection with the entry into,
performance and enforcement of this Agreement or any of the other Security Documents
or a Lower Saxony Guarantee.
 16
    
    Waivers, Remedies Cumulative
 16.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Agent, the
Lower Saxony Guarantee Agent or any of the Lenders any right or remedy under any of
the Security Documents or the Lower Saxony Guarantees shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude
any other or further exercise thereof, or the exercise of any other right or remedy.
No waiver by the Agent, the Lower Saxony Guarantee Agent or any of the Lenders
shall be effective unless it is in writing.
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16.2
    
    Remedies cumulativeThe rights and remedies of the Agent, and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.16.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.16.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents and the Lower Saxony Guarantees provided however that none of
the Agent, the Lower Saxony Guarantee Agent or any of the Lenders shall be entitled
to terminate or treat this Agreement or any of the other Security Documents as
having been repudiated otherwise than in circumstances which constitute an Event of
Default.
 17
    
    CounterpartsThis Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 18
    
    Changes to the Lenders
 18.1
    
    Assignments and transfers by the LendersSubject to this Clause 18, a Lender (the Existing Lender) may:
 18.1.1
    
    assign any of its rights under the Security Documents and the Lower Saxony
Guarantees; or18.1.2
    
    transfer by novation any of its rights and obligations under the Security
Documents and the Lower Saxony Guarantees,
 New Lender PROVIDED
THAT
  64




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18.2
    
    Conditions of assignment or transfer
 18.2.1
    
    The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower
is required for an assignment or transfer by a Lender, unless the assignment or
transfer is to another Lender or an Affiliate of a Lender. The said consent of
the Borrower may not be unreasonably withheld or delayed and shall not be
required if an Event of Default or a Possible Event of Default has occurred and
is continuing.Each Lender may, however, without the prior approval of the Agent, the Lower
Saxony Guarantee Agent or the Borrower and without payment of a fee to the
Agent, at any time transfer or assign all of its rights and benefits
hereunder and under the Security Documents to the German State of Lower
Saxony or its nominee.18.2.2
    
    An assignment will only be effective on:
 (a)
    
    receipt by the Agent of written confirmation
from the New Lender (in form and substance satisfactory to the Agent)
that the New Lender will assume the same obligations to the Agent and
the other Lenders as it would have been under if it was an Original
Lender; and(b)
    
    performance by the Agent of all know your
customer or other checks relating to any person that it is required to
carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing
Lender and the New Lender.
 18.2.3
    
    A transfer will only be effective if the procedure set out in Clause 18.5 is
complied with.18.2.4
    
    If:
 (a)
    
    a Lender assigns or transfers any of its rights
or obligations under the Security Documents and the Lower Saxony
Guarantees or changes its Lending Branch; and(b)
    
    as a result of circumstances existing at the
date the assignment, transfer or change occurs, the Borrower would be
obliged to make a payment to the New Lender or Lender acting through
its new Lending Branch under Clause 7,
  18.3
    
    Assignment or transfer feeThe Existing Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of three thousand Dollars
(USD3,000).
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18.4
    
    Limitation of responsibility of Existing Lenders
 18.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy
or enforceability of the Security Documents, the Lower Saxony
Guarantees or any other documents;(b)
    
    the financial condition of the Borrower or the
German State of Lower Saxony;(c)
    
    the performance and observance by any Obligor
or the German State of Lower Saxony of its obligations under the
Security Documents, the Lower Saxony Guarantees or any other documents;
or(d)
    
    the accuracy of any statements (whether written
or oral) made in or in connection with any Security Document, either
Lower Saxony Guarantee or any other document,
 and any representations or warranties implied by
law are excluded.
 18.4.2
    
    Each New Lender confirms to the Existing Lender, the Agent and the other
Lenders that it:
 (a)
    
    has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of each Obligor and the German State of Lower Saxony and its
related entities in connection with its participation in this Agreement
and has not relied exclusively on any information provided to it by the
Existing Lender in connection with any Security Document or either
Lower Saxony Guarantee; and(b)
    
    will continue to make its own independent
appraisal of the creditworthiness of each Obligor and the German State
of Lower Saxony and its related entities whilst any amount is or may be
outstanding under the Security Documents or the Lower Saxony Guarantees
or any Commitment is in force.
 18.4.3
    
    Nothing in any Security Document or either Lower Saxony Guarantee obliges an
Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under this Clause
18; or(b)
    
    support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any
Obligor of its obligations under the Security Documents, the Lower
Saxony Guarantees or otherwise.
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18.5
    
    Procedure for transfer
 18.5.1
    
    Subject to the conditions set out in Clause 18.2, a transfer is effected in
accordance with Clause 18.5.3 when the Agent executes an otherwise duly
completed Transfer Certificate delivered to it by the Existing Lender and the
New Lender. The Agent shall, subject to Clause 18.5.2, as soon as reasonably
practicable after receipt by it of a duly completed Transfer Certificate
appearing on its face to comply with the terms of this Agreement and delivered
in accordance with the terms of this Agreement, execute that Transfer
Certificate.18.5.2
    
    The Agent shall only be obliged to execute a Transfer Certificate delivered
to it by the Existing Lender and the New Lender once it is satisfied it has
complied with all necessary know your customer or other similar checks under
all applicable laws and regulations in relation to the transfer to such New
Lender.18.5.3
    
    On the Transfer Date:
 (a)
    
    to the extent that in the Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and
obligations under the Security Documents and the Lower Saxony
Guarantees each of the Borrower and the Existing Lender shall be
released from further obligations towards one another under the
Security Documents and the Lower Saxony Guarantees and their respective
rights against one another shall be cancelled (being the Discharged
Rights and Obligations);(b)
    
    each of the Borrower and the New Lender shall
assume obligations towards one another and/or acquire rights against
one another which differ from the Discharged Rights and Obligations
only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;(c)
    
    the Agent, the Lower Saxony Guarantee Agent,
the New Lender and other Lenders shall acquire the same rights and
assume the same obligations between themselves as they would have
acquired and assumed had the New Lender been an Original Lender with
the rights and/or obligations acquired or assumed by it as a result of
the transfer and to that extent the Agent, the Lower Saxony Guarantee
Agent and the Existing Lender shall each be released from further
obligations to each other under this Agreement and/or the Lower Saxony
Guarantees; and(d)
    
    the New Lender shall become a party as a
Lender.
 18.6
    
    Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.
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18.7
    
    Disclosure of informationAny Lender may disclose to any of its Affiliates and/or the German State of Lower
Saxony and/or the Federal Republic of Germany and/or the European Union and/or any
agency thereof or any person acting or purporting to act on any of their behalves
and any other person:
 18.7.1
    
    to (or through) whom that Lender assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this
Agreement;18.7.2
    
    with (or through) whom that Lender enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the Borrower;
or18.7.3
    
    to whom, and to the extent that, information is required to be disclosed by
any applicable law or regulation,
 any information about any Obligor, the Transaction Documents and the Lower Saxony
Guarantees as that Lender shall consider appropriate if, in relation to Clauses
18.7.1 and 18.7.2, the person to whom the information is to be given has entered
into a Confidentiality Undertaking. In the case of the German State of Lower Saxony
and/or the Federal Republic of Germany and/or the European Union and/or any agency
thereof or any person acting or purporting to act on any of their behalves, the
Borrower acknowledges and agrees that any such information may be used by such
persons for statistical purposes and/or for reports of a general nature.
 18.8
    
    Borrowers co-operationThe Borrower shall co-operate fully with the Lender in relation to any assignment or
transfer proposed by the Lender and shall execute, or procure the execution of, any
documents which the Lender may require.
 19
    
    Changes to the BorrowerThe Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Security Documents or the Lower Saxony Guarantees.20
    
    Reference Banks, Agent and Lower Saxony Guarantee Agent
 20.1
    
    Reference BanksIf:
 20.1.1
    
    the whole of the Contribution (if any) of any Reference Bank is prepaid;20.1.2
    
    the Commitment of any Reference Bank is cancelled or reduced to zero in
accordance with Clause 4.9 or any other relevant provision hereof;20.1.3
    
    a Reference Bank transfers the whole of its rights and obligations (if any)
as a Lender under this Agreement; or
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20.1.4
    
    where applicable, any Reference Bank ceases to provide quotations to the
Agent for the purposes of determining LIBOR,
 the Agent may, acting on the instructions of the Majority Lenders, terminate the
appointment of such Reference Bank and appoint another Lender to replace such
Reference Bank.
 20.2
    
    Decision making
 20.2.1
    
    Save as expressly provided in Clause 20.2.2 or as otherwise expressly
provided herein, any proposed course of action in connection with any matter
requiring the consent of the Lenders under or in connection howsoever with this
Agreement shall only be taken with the consent of all the Lenders including,
but without limitation to the generality of the foregoing:
 (a)
    
    the release of the Borrower from any of its
obligations hereunder;(b)
    
    the amendment of any of the provisions of this
Agreement;(c)
    
    any time or other indulgence to be granted to
the Borrower in respect of its obligations under this Agreement.
 20.2.2
    
    Proposals in connection with the following matters shall, in the absence of
agreement thereon by all of the Lenders or as otherwise provided in this
Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee
Agent:
 (a)
    
    the making of any declaration by the Agent
under Clause 12.2;(b)
    
    the institution of any legal proceedings for
the enforcement of any rights or powers whatsoever pursuant to the
terms of this Agreement;(c)
    
    any course of action whatsoever from time to
time (other than the making of a demand for payment hereunder) whether
of a legal or commercial nature or otherwise howsoever for the purpose
of achieving a full or partial recovery of any principal, interest or
other amount due and payable by the Borrower hereunder or otherwise in
connection therewith following the making of a declaration by the Agent
under Clause 12.2;(d)
    
    any other matter in respect of which this
Agreement expressly provides that the consent of the Majority Lenders
shall be required.
 20.2.3
    
    Any determination of the Lenders shall be ascertained by the Agent or the
Lower Saxony Guarantee Agent (as the case may be) either:
 (a)
    
    by means of a telefax sent by the Agent or the
Lower Saxony Guarantee Agent (as the case may be) to each of the
Lenders in identical terms on the proposal or matter in issue; or
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(b)
    
    by means of the vote of representatives of each
Lender at a meeting convened by the Agent or the Lower Saxony Guarantee
Agent (as the case may be) and held for the purpose of discussing
(inter alia) such proposal or matter in issue.
 Furthermore, it is hereby agreed by the Lenders that:
 (i)
    
    where a decision of the Lenders is sought by
the Agent or the Lower Saxony Guarantee Agent (as the case may be) by
means of a telefax sent in accordance with paragraph (a) above and
PROVIDED THATthe Agent or the Lower Saxony Guarantee Agent (as the
case may be) verifies forthwith by telephone with each relevant Lender
that it has received such telefax in good order, then the Agent or the
Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
 (1)
    
    recommend a proposed course of
action to be taken by the Lenders; and(2)
    
    specify a time limit (of not
less than three (3) Business Days) within which the Lenders are
required to respond to the Agents or the Lower Saxony
Guarantee Agents (as the case may be) recommendation
 so that, if any Lender fails to notify the Agent or the Lower Saxony
Guarantee Agent (as the case may be) within such time limit of its
response to the recommendation, such Lender shall be deemed to have
accepted and approved the course of action proposed by the Agent or
the Lower Saxony Guarantee Agent (as the case may be); and(ii)
    
    where the approval of the Majority Lenders is
required in respect of any matter, the approval shall be deemed to have
been given as soon as the Agent or the Lower Saxony Guarantee Agent (as
the case may be) receives the requisite number of votes in favour of
the proposal so that the Agent or the Lower Saxony Guarantee Agent (as
the case may be) may act on the basis of such votes without having to
wait for the response of (or to give any notification to) any other
Lender who has yet to reply to the Agent or the Lower Saxony Guarantee
Agent (as the case may be).
 20.3
    
    The Agent and the Lower Saxony Guarantee Agent
 20.3.1
    
    Each of the Lenders and the Lower Saxony Guarantee Agent hereby appoints the
Agent to act as its agent under this Agreement and the Security Documents with
such rights, powers and discretions as are expressly delegated to the Agent
hereunder and thereunder.20.3.2
    
    Each of the Lenders and the Agent hereby appoints the Lower Saxony Guarantee
Agent to act as its agent under the Lower Saxony Guarantees with such rights,
powers and discretions as are expressly delegated to the Lower Saxony Guarantee
Agent hereunder and thereunder.
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20.3.3
    
    The Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the Borrower under this
Agreement (whether such notice or request is addressed to the Agent
alone or the Agent on behalf of the Lenders) and of any information
delivered to it pursuant to Clause 10.2 and of any other matters which
the Agent considers material;(b)
    
    promptly deliver to the Lenders copies of any
accounts and certificates delivered to it pursuant to Clause 10.2 and,
as soon as reasonably practicable, copies of the documents delivered in
satisfaction of the requirements of Schedule 3;(c)
    
    promptly inform the Lenders in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Agent being under
any obligation to give prior notice to the Lenders of any such
exercise);(d)
    
    promptly notify the Lenders of the occurrence
of any Event of Default or any other default by the Borrower in the due
performance of or compliance with its material obligations under this
Agreement of which the Agent has actual knowledge or actual notice and
the occurrence of which the Agent has verified;(e)
    
    if directed by the Majority Lenders, exercise
(or refrain from exercising) any right, power or discretion vested in
it hereunder in accordance with the directions (subject to Clause
20.2.1) of the Majority Lenders provided, however, that it may refrain
from acting in accordance with any such directions until it has
received such security as it may require (whether by way of payment in
advance or otherwise) for all costs, claims, expenses (including legal
fees) and liabilities which it will or may expend or incur in complying
with such directions and for this purpose the Agent shall make a demand
for such security addressed to all the Lenders;(f)
    
    receive from the Borrower all payments of
principal, interest and other moneys expressed to be payable to the
Agent hereunder on behalf of all or any of the Lenders and the Lower
Saxony Guarantee Agent and shall promptly distribute the same amongst
the Lenders, the Lower Saxony Guarantee Agent, the German State of
Lower Saxony and itself in accordance with the terms of this Agreement
and the Lower Saxony Guarantees pending which the Agent shall hold any
and all such moneys on trust for the Lenders, the Lower Saxony
Guarantee Agent, the German State of Lower Saxony and itself; and(g)
    
    enter into any amendment to any of the Security
Documents or grant any waiver of any obligation of any of the Obligors
under any of such Security Documents if so instructed by the Lenders.
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20.3.4
    
    The Lower Saxony Guarantee Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the German State of Lower
Saxony under a Lower Saxony Guarantee (whether such notice or request
is addressed to the Lower Saxony Guarantee Agent alone or the Lower
Saxony Guarantee Agent on behalf of the Lenders) and of any other
matters which the Lower Saxony Guarantee Agent considers material;(b)
    
    promptly inform the Lenders in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Lower Saxony
Guarantee Agent being under any obligation to give prior notice to the
Lenders of any such exercise);(c)
    
    promptly notify the Lenders of the occurrence
of any Event of Default or any other default by the Borrower in the due
performance of or compliance with its material obligations under a
Lower Saxony Guarantee of which the Lower Saxony Guarantee Agent has
actual knowledge or actual notice and the occurrence of which the Lower
Saxony Guarantee Agent has verified;(d)
    
    if directed by the Majority Lenders, exercise
(or refrain from exercising) any right, power or discretion vested in
it hereunder in accordance with the directions (subject to Clause
20.2.1) of the Majority Lenders provided, however, that it may refrain
from acting in accordance with any such directions until it has
received such security as it may require (whether by way of payment in
advance or otherwise) for all costs, claims, expenses (including legal
fees) and liabilities which it will or may expend or incur in complying
with such directions and for this purpose the Lower Saxony Guarantee
Agent shall make a demand for such security addressed to all the
Lenders;(e)
    
    receive from the Borrower the Lower Saxony
guarantee fee and shall promptly on-pay the same to the German State of
Lower Saxony in accordance with the terms of this Agreement and the
Lower Saxony Guarantees pending which the Lower Saxony Guarantee Agent
shall hold any and all such moneys on trust for the German State of
Lower Saxony; and(f)
    
    receive from the German State of Lower Saxony
all payments expressed to be payable under a Lower Saxony Guarantee on
behalf of all or any of the Lenders and the Agent and shall promptly
pay the same to the Agent who shall distribute the same amongst the
Lenders, the Lower Saxony Guarantee Agent and itself in accordance with
the terms of this Agreement pending which the Lower Saxony Guarantee
Agent and the Agent in turn shall hold any and all such moneys on trust
for the Lenders, the Agent or the Lower Saxony Guarantee Agent (as the
case may be) and itself.
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20.3.5
    
    The relationship between the Agent on the one part and each Lender and the
Lower Saxony Guarantee Agent on the other and between the Lower Saxony
Guarantee Agent on the one part and each Lender and the Agent on the other is
that of agent and principal and, except in relation to any moneys referred to
in Clause 20.3.3(f) and any moneys received by the Agent from the Lower Saxony
Guarantee Agent and in each case held by the Agent pending distribution
hereunder and in relation to any moneys referred to in Clause 20.3.4(e) held by
the Lower Saxony Guarantee Agent pending distribution by the Agent hereunder,
neither the Agent nor the Lower Saxony Guarantee Agent shall have a fiduciary
relationship with or be, or be deemed to be, a trustee of or for any such
party.20.3.6
    
    In addition to the powers expressly given to the Agent and the Lower Saxony
Guarantee Agent by this Agreement:
 (a)
    
    the Lenders may give the Agent or the Lower
Saxony Guarantee Agent (generally or in any particular case) any powers
which the Lenders consider appropriate; and(b)
    
    each of the Agent and the Lower Saxony
Guarantee Agent has power to take any other action which it considers
to be reasonably incidental or conducive to the performance of its
functions under this Agreement or otherwise appropriate in the context
of those functions, including the exercise of any powers given to it by
the Lenders.
 20.3.7
    
    The rights, powers and discretions vested in the Agent and the Lower Saxony
Guarantee Agent by this Agreement shall only be exercised by the Agent or the
Lower Saxony Guarantee Agent (as the case may be) in accordance with the
instructions of the Majority Lenders or (if so required in accordance with the
provisions of Clause 20.2.1) the Lenders provided however that the Agent and/or
the Lower Saxony Guarantee Agent (as the case may be) shall be entitled (but
not bound) to exercise or refrain from exercising any such right, power or
discretion without the directions of the Majority Lenders or the Lenders (as
the case may be) if the Agent and/or the Lower Saxony Guarantee Agent (as the
case may be) believes that the immediate exercise of such right, power or
discretion is necessary or desirable to protect the interests of the Lenders
under or in respect of this Agreement.Where any right, power or discretion is vested in the Agent or the Lower
Saxony Guarantee Agent (as the case may be) under this Agreement but is
expressed as being exercisable in accordance with the directions of the
Lenders or the Majority Lenders, such right, power or discretion shall not
be exercised by the Agent or the Lower Saxony Guarantee Agent (as the case
may be) without the lawful directions of the Lenders or the Majority Lenders
(as the case may be).20.3.8
    
    Notwithstanding anything to the contrary expressed or implied herein, neither
the Agent nor the Lower Saxony Guarantee Agent shall:
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(a)
    
    be bound to enquire as to the occurrence or
otherwise of any Event of Default or as to the performance by the
Borrower of its obligations under this Agreement;(b)
    
    be bound to disclose to any other person any
information relating to the Borrower if such disclosure would or might
in its opinion constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person;(c)
    
    have any responsibility to the Lenders or each
other for:
 (i)
    
    the financial position,
creditworthiness, affairs or prospects of the Borrower;(ii)
    
    the performance or
non-performance howsoever by the Borrower of any of its
obligations hereunder;(iii)
    
    the due execution,
effectiveness, genuineness, validity or enforceability of this
Agreement or any document relating hereto or any filing or
recording thereof or the taking of any other action whatsoever
and howsoever in connection therewith or the collectability of
any sum due hereunder;(iv)
    
    any computations and/or
information supplied to the Lenders by the Agent or the Lower
Saxony Guarantee Agent (as the case may be) in reliance upon
which the Lenders have entered into this Agreement;
 (d)
    
    be under any liability whatsoever for any
consequence of relying on:
 (i)
    
    any written communication or
document believed by it to be genuine or correct and to have
been communicated or signed by the person by whom it is
purported to have been communicated or signed; or(ii)
    
    the advice or opinions of any
professional advisers selected by it;
 (e)
    
    be under any duty to account to any Lender or
the Agent or the Lower Saxony Guarantee Agent (as the case may be) for
any sum received by it for its own account or the profit element of any
such sum; or(f)
    
    be under any obligation other than those for
which express provision is made herein.
 20.3.9
    
    Each of the Agent and the Lower Saxony Guarantee Agent may:
 (a)
    
    carry out its duties hereunder through such
officers, directors, employees, consultants or independent agents as it
may in its unfettered discretion think fit;
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(b)
    
    assume that no Event of Default has occurred
and that the Borrower is not in breach of its obligations under this
Agreement unless the Agent or the Lower Saxony Guarantee Agent (as the
case may be) has actual knowledge or actual notice to the contrary;(c)
    
    engage and pay for the advice or services of
any internal or external lawyers, accountants, surveyors or other
experts whose advice or services may to it seem necessary, expedient or
desirable and rely upon any advice so obtained;(d)
    
    rely as to any matters of fact which might
reasonably be expected to be within the knowledge of the Borrower upon
a certificate signed by or on behalf of the Borrower; and(e)
    
    rely upon any communication or document
believed by it to be genuine.
 20.3.10
    
    It is understood that each of the Lenders has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrower and the German State of Lower Saxony
and, accordingly, each of the Lenders warrants to the Agent and the Lower
Saxony Guarantee Agent that it has not relied and will not rely on the Agent or
the Lower Saxony Guarantee Agent (as the case may be):
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Borrower or the German State of Lower Saxony in connection with this
Agreement or a Lower Saxony Guarantee; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower or the German State of Lower Saxony.
 20.3.11
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent and the Lower Saxony Guarantee Agent
in the ordinary course of its business and in accordance with its usual
practices. In performing its duties and functions hereunder, each of the Agent
and the Lower Saxony Guarantee Agent shall exercise the same care as it
normally exercises in making and administering loans for its own account, but
assumes no further responsibility in respect of such performance.20.3.12
    
    Neither the Agent nor the Lower Saxony Guarantee Agent shall be under any
liability as a result of taking or omitting to take any action in relation to
this Agreement and/or a Lower Saxony Guarantee save in the case of gross
negligence or wilful misconduct and the Lenders will not assert or seek to
assert against any director, officer or employee of the Agent or the Lower
Saxony Guarantee Agent any claim they might have against any of them in respect
of the matters referred to in this Clause 20.3.12.
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20.3.13
    
    Neither the Agent (nor any officer thereof) nor the Lower Saxony Guarantee
Agent (nor any officer thereof) shall be precluded by reason of so acting from
underwriting, guaranteeing the subscription of or subscribing for or otherwise
acquiring, holding or dealing with any debentures, shares or securities
whatsoever of the Borrower or from entering into any contract or financial or
other transaction with or from engaging in any banking or other business with
the Borrower and shall not be liable to account for any profit made or payment
received by it thereby or in connection therewith.
 20.4
    
    Retirement and replacement of the Agent and the Lower Saxony Guarantee Agent
 20.4.1
    
    Each of the Agent and the Lower Saxony Guarantee Agent may retire at any time
without assigning any reason by giving to the Borrower, the Agent or the Lower
Saxony Guarantee Agent (as the case may be) and the Lenders not less than
thirty (30) days notice of its intention to do so. Unless the Agent or the
Lower Saxony Guarantee Agent (as the case may be) in its notice of retirement
nominates any of its associated companies to be its successor, the successor
Agent or Lower Saxony Guarantee Agent may be appointed by the Majority Lenders
(with the prior written consent of the Borrower, such consent not to be
unreasonably withheld or delayed) during such thirty (30) day period PROVIDED
THAT, should they fail to do so, the Agent or the Lower Saxony Guarantee Agent
(as the case may be) may then appoint as its successor a reputable and
experienced bank with an office in London.
 20.4.2
    
    If any Lender is dissatisfied with the Agent or the Lower Saxony Guarantee
Agent and wants it to be replaced, such Lender shall consult with the other
relevant Lenders and the Borrower for a period of up to thirty (30) days to
decide whether the Agent or the Lower Saxony Guarantee Agent (as the case may
be) should be replaced and, if so, by whom (such replacement being one of the
relevant Lenders or an associated company thereof). If at the end of such
period the relevant Lenders unanimously agree that the Agent or the Lower
Saxony Guarantee Agent (as the case may be) should be replaced by a particular
Lender or one of its associated companies, and if the Borrower consents in
writing to the identity of the proposed replacement (such consent (a) not to be
unreasonably withheld and (b) not to be required if an Event of Default has
occurred and is continuing), then notice shall be given by the relevant Lenders
to the Agent or the Lower Saxony Guarantee Agent (as the case may be)
specifying the date, being not fewer than five (5) Business Days after the date
of such notice, on which the appointment of the successor Agent or Lower Saxony
Guarantee Agent (as the case may be) is, subject to Clause 20.4.4, to take
effect.20.4.3
    
    For the purposes of this Clause 20.4:
 (a)
    
    an associated company of the Agent, the Lower
Saxony Guarantee Agent and/or any Lender shall mean any company which
is a holding company of the Agent, the Lower Saxony Guarantee Agent
and/or such Lender or a wholly-owned subsidiary of it or its parent
company; and
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(b)
    
    relevant Lenders means all of the Lenders
other than that Lender which acts as Agent or Lower Saxony Guarantee
Agent or whose associated company acts in such capacity.
 20.4.4
    
    Any appointment of a successor Agent or Lower Saxony Guarantee Agent under
Clause 20.4.1 or 20.4.2 shall take effect upon:
 (a)
    
    the successor confirming in writing its
agreement to be bound by the provisions of this Agreement; and(b)
    
    notice thereof by the Agent or the Lower Saxony
Guarantee Agent (as the case may be) and its successor (which notice,
shall specify the banks to which payments to the new Agent or Lower
Saxony Guarantee Agent shall be made thereafter) being given to each of
the other parties to this Agreement.
 20.4.5
    
    If a successor to the Agent or the Lower Saxony Guarantee Agent is appointed
under the provisions of this Clause 20.4:
 (a)
    
    the outgoing Agent or Lower Saxony Guarantee
Agent shall be discharged from any further obligation under this
Agreement;(b)
    
    its successor and each of the other parties
hereto shall have the same rights and obligations amongst themselves as
they would have had if such successor had been a party hereto in place
of the outgoing Agent or Lower Saxony Guarantee Agent (as the case may
be);(c)
    
    Clause 20 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent or Lower Saxony Guarantee Agent (as the case may be) in
relation to any claim or loss which may be brought against or incurred
by it in connection with or as a result of any act, omission, breach,
neglect or other occurrence or matter relating to or arising out of
this Agreement which took place before its resignation.
 21
    
    Notices
 21.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.21.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America (marked for the attention of Ms Bonnie Biumi
and the Legal Department (but one (1) copy shall suffice)). Any notice, demand or
other communication to be made or
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delivered by the Borrower to the Agent pursuant to this Agreement shall (unless the
Agent has by fifteen (15) days written notice to the Borrower specified another
address) be made or delivered to the Agent at its Lending Branch, the details of
which are set out in Schedule 1.21.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is +1 305 436 4140 (marked for the attention
of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the Legal
Department) and in the case of the Agent or any Original Lender is as recorded in
Schedule 1) specified by it from time to time for the purpose and shall be deemed to
have been received when transmission of such telefax communication has been
completed. Each such telefax communication, if made to the Agent or any Lender by
the Borrower, shall be signed by the person or persons authorised in writing by the
Borrower and whose signature appears on the list of specimen signatures contained in
the secretarys certificate required to be delivered by paragraph 2 of Part I of
Schedule 3 and shall be expressed to be for the attention of the department or
officer whose name has been notified for the time being for that purpose by the
Agent or any Lender to the Borrower.21.4
    
    Electronic mailAny notice, demand or other communication other than a Drawdown Notice or a Renewal
Notice to be made or delivered pursuant to this Agreement may be made by electronic
mail or other electronic means, if the Agent, the Borrower and/or the Lender:
 21.4.1
    
    agree that, unless and until notified to the contrary, this is to be an
accepted form of communication; and21.4.2
    
    notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by
that means; and21.4.3
    
    notify each other of any change to their electronic mail address or any other
such information supplied by them.
 Any Original Lender which sets out an email address beneath its name in Schedule 1
is deemed to agree to receiving notices, demands or other communications from the
Agent by electronic mail.Any electronic communication made:
 (a)
    
    by the Agent to the Borrower or a Lender will be effective when
it is sent by the Agent unless the Agent receives a message indicating failed
delivery and, if upon the senders express request, a confirmation of receipt
is requested, such confirmation has been sent; and(b)
    
    by the Borrower or a Lender to the Agent will be effective only
when actually received by the Agent and then only if it is addressed in such a
manner as the Agent shall specify to that party for this purpose.
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The Agent shall notify the Borrower and the Lenders and the Borrower or a Lender
shall notify the Agent in each case promptly upon becoming aware that its electronic
mail system or other electronic means of communication cannot be used due to
technical failure (and that failure is continuing for more than two (2) Business
Days). Until the Agent, the Borrower or that Lender has notified as aforesaid that
the failure has been remedied, all notices between the Agent and the Borrower or
that Lender shall be sent by fax or letter in accordance with this Clause 21.21.5
    
    ReceiptEach such notice, demand or other communication shall be deemed to have been made or
delivered (in the case of any letter) when delivered to its office for the time
being or, if sent by post, five (5) days after being deposited in the post first
class or express airmail (as the case may be) postage prepaid in an envelope
addressed to it at that address or, if sent by electronic mail, in accordance with
Clause 21.4.21.6
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement, any other Security Document or the Lower Saxony
Guarantees shall be in the English language or accompanied by a certified English
translation. In the event of any conflict between the translation and the original
text the translation shall prevail unless the original text is a statutory
instrument, legal process or any other document of a similar type or a notice,
demand or other communication from the German State of Lower Saxony or in relation
to a Lower Saxony Guarantee.
 22
    
    Governing LawThis Agreement shall be governed by English law.23
    
    Waiver of ImmunityTo the extent that the Borrower may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process in relation to this Agreement or the other Security
Documents and to the extent that in any such jurisdiction there may be attributed to itself
or its assets such immunity (whether or not claimed) the Borrower hereby irrevocably and
unconditionally agrees throughout the Security Period not to claim and hereby irrevocably
waives such immunity to the full extent permitted by the laws of such jurisdiction. In
respect of any legal action or proceedings arising out of or in connection with any of the
Security Documents the Borrower hereby consents generally as a matter of procedure in
relation to the waiver of immunity (but not so as to prejudice any defence which the
Borrower may have on the merits of the substantive issue) to the giving of any relief or the
issue of any process in connection with such legal action or proceedings including without
limitation, the making, enforcement or execution against any property whatsoever
(irrespective of its uses or intended uses) of any order or judgment which may be made or
given in such legal action or proceedings.
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24
    
    Jurisdiction
 24.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 24.1 is for the benefit of the Lenders and the Agent only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.24.2
    
    The Borrower may not, without the Agents prior written consent, terminate the
appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.24.3
    
    For the purpose of securing its obligations under Clause 24.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 24.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Borrowers process agent in England with the unconditional authority described in
Clause 24.2.24.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any process
or to forward any process to the Borrower) shall invalidate any proceedings or
judgment.24.5
    
    The Borrower appoints in the case of the courts of England the Process Agent to
receive, for and on its behalf service of process in England of any legal proceedings
with respect to this Agreement and any other Security Document.24.6
    
    A judgment relating to this Agreement which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.24.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.24.8
    
    In this Clause judgment includes order, injunction, declaration and any other
decision or relief made or granted by a court.
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IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    P.A. Turnerby PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of:
    
    
    )VIJAY JEYARATNAM(Trainee Solicitor)
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as a Lead Arranger, an Original Lender and the Agent
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee SolicitorLondon EC4m 85H
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )as a Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as a Co-Arranger and the
    
    
    )Lower Saxony Guarantee Agent
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 81




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )GIROZENTRALE
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as an Original Lender
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )THE GOVERNOR AND COMPANY OF
    
    
    )THE BANK OF SCOTLAND
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 82




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )BAYERISCHE HYPO- UND
    
    
    )VEREINSBANK AG
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )DEUTSCHE SCHIFFSBANK
    
    
    )AKTIENGESELLSCHAFT
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )FOKUS BANK ASA
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )HSH NORDBANK AG
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    J. Cleggby JULIE CLEGG
    
    
    )for and on behalf of
    
    
    )SKANDINAVISKA ENSKILDA BANKEN AB
    
    
    )(publ)
    
    
    )in the presence of:
    
    
    )THEODORA KOKOTATrainee Solicitor
 83




---



##### 



Schedule 1
 Particulars of Agent, Lower Saxony Guarantee Agent, Lead Arrangers, Co-Arrangers and Original Lenders
 Name and Address
 Agent
 DnB NOR BANK ASA
 Fax:
    
    +47 22 482894Attn:
    
    Mrs Solveig Nuland Knoff
 Lower Saxony Guarantee Agent
 COMMERZBANK AKTIENGESELLSCHAFT
 Fax:
    
    +49 40 3683 4068Attn:
    
    Mr Stefan Kuch/Mr Christian RenkeEmail:
    
    shipfinance@commerzbank.com
 Lead Arrangers
 Name and Address
 DnB NOR BANK ASA
 Fax:
    
    +47 22 482020Attn:
    
    Mr Jon FlovikEmail:
    
    jon.flovik@dnbnor.no
 84




---



##### 



Name and Address
 NORDEA BANK NORGE ASA
 Fax:
    
    +47 22 484278Attn:
    
    Mr Arne BerglundEmail:
    
    arne.berglund@nordea.com
 Co-Arrangers
 Name and Address
 COMMERZBANK AKTIENGESELLSCHAFT
 Fax:
    
    +49 40 3683 4068Attn:
    
    Mr Stefan Kuch/Mr Christian RenkeEmail:
    
    shipfinance@commerzbank.com
 KfW
 Fax:
    
    +49 69 7431 3768/4110Attn:
    
    Mr Wolfgang Pfisterer/Ms Clare DooleyEmail:
    
    wolfgang.pfisterer@kfw.de/clare.dooley@kfw.de
 NORDDEUTSCHE LANDESBANK
GIROZENTRALE
 Fax:
    
    +49 511 361 4785Attn:
    
    Mr Thomas Schramme/Mr Alexander VietsEmail:
    
    shipping@nordlb.de
 85




---



##### 



Lenders
    
    Commitment to
    
    Commitment toName and Address
    
    Tranche A in EUR
    
    Tranche B in EURFor all matters, except insurance matters:COMMERZBANK AKTIENGESELLSCHAFT
    
    
    37,403,846.15
    
    
    
    37,596,153.85Bremen BranchSchüsselkorb 5-1128195 BremenFederal Republic of Germany
 Fax:
    
    +49 421 363 3390Attn:
    
    Mr Siegfried HoffmannEmail:
    
    siegfried.hoffmann@commerzbank.com
 and for all matters, including insurance
matters, except those which are exclusively
relating to pure payment and interest fixing:COMMERZBANK AKTIENGESELLSCHAFTHamburg BranchNess 7-920457 HamburgGermany
 Fax:
    
    +49 40 3683 4068Attn:
    
    Mr Stefan Kuch/Mr Christian RenkeEmail:
    
    shipfinance@commerzbank.com
 DnB NOR BANK ASA
    
    
    37,403,846.18
    
    
    
    37,596,153.82Stranden 21NO-0021 OsloNorway
 Fax:
    
    +47 22 482020Attn:
    
    Mr Jon FlovikEmail:
    
    jon.flovik@dnbnor.no
 KfW
    
    
    37,403,846.15
    
    
    
    37,596,153.85Palmengartenstrasse 5-960325 Frankfurt am MainGermany
 Fax:
    
    +49 69 7431 3768/4110Attn:
    
    Mr Wolfgang Pfisterer/Ms Clare DooleyEmail:
    
    wolfgang.pfisterer@kfw.de/clare.dooley@kfw.de
 86




---



##### 



Lenders
    
    Commitment to
    
    Commitment toName and Address
    
    Tranche A in EUR
    
    Tranche B in EURNORDDEUTSCHE LANDESBANK GIROZENTRALE
    
    
    37,403,846.15
    
    
    
    37,596,153.85Friedrichswall 1030159 HannoverGermany
 Fax:
    
    +49 511 361 4785Attn:
    
    Mr Thomas Schramme/Mr Alexander VietsEmail:
    
    shipping@nordlb.de
 NORDEA BANK NORGE ASA
    
    
    37,403,846.15
    
    
    
    37,596,153.85Middelthuns gate 17OsloP O Box 1166 SentrumNO-0107 OsloNorway
 Fax:
    
    +47 22 484278Attn:
    
    Mr Arne BerglundEmail:
    
    arne.berglund@nordea.com
 BANK OF SCOTLAND
    
    
    20,696,794.87
    
    
    
    20,803,205.13CorporateMarine Finance11 Earl Grey StreetEdinburgh EH3 9BNScotland
 Fax:
    
    +44 131 659 0387Attn:
    
    Mr Martin StrevensEmail:
    
    martin_strevens@bankofscotland.co.uk
 BAYERISCHE HYPO- UND VEREINSBANK AG
    
    
    20,696,794.87
    
    
    
    20,803,205.13Alter Wall 2220457 HamburgGermany
 Fax:
    
    +49 40 3692 3696Attn:
    
    Mr Ulli GöhringEmail:
    
    ulli.goehring@hvb.de
 87




---



##### 



Lenders
    
    Commitment to
    
    Commitment toName and Address
    
    Tranche A in EUR
    
    Tranche B in EURDEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT
    
    
    20,696,794.87
    
    
    
    20,803,205.13Bremen and HamburgDomshof 1728195 BremenGermany
 Fax:
    
    +49 421 3609 329Attn:
    
    Ms Veronica KatenkampEmail:
    
    veronica.katenkamp@schiffsbank.com
 FOKUS BANK ASA
    
    
    20,696,794.87
    
    
    
    20,803,205.13Vestre Rosten 77NO-7075 TillerNorway
 Fax:
    
    +47 2400 7930Attn:
    
    Mr Øivind Haraldsen/Mr Tore Besserud BraeinEmail:
    
    oivind.haraldsen@fokus.no/tobes@fokus.no
 HSH NORDBANK AG
    
    
    20,696,794.87
    
    
    
    20,803,205.13Gerhart-Hauptmann-Platz 5020095 HamburgGermany
 Fax:
    
    + 49 40 3333 34307Attn:
    
    Mr Markus SchoriesEmail:
    
    markus.schories@hsh-nordbank.com
 SKANDINAVISKA ENSKILDA BANKEN AB (publ)
    
    
    20,696,794.87
    
    
    
    20,803,205.13Kungsträdgårdsgatan 8SE-106 40 StockholmSweden
 Fax:
    
    +44 20 7236 5144Attn:
    
    Mr Jonathan Pratt/Ms Amy HeathEmail:
    
    jonathan.pratt@seb.co.uk/amy.heath@seb.co.uk
 88




---



##### 



Schedule 2
 Notice of Drawdown
  FROM:
    
    NCL CORPORATION LTD.Milner House18 Parliament StreetHamilton HM 12BermudaTO:
    
    DnB NOR BANK ASAStranden 21NO-0021 OsloNorway
   FACILITY AGREEMENT DATED
    
    2005 (THE FACILITY AGREEMENT)
       (i)
    
    all of the representations and warranties contained in Clause 9 of the Facility Agreement
remain true and correct;(ii)
    
    no Possible Event of Default or Event of Default has occurred nor will occur with the giving
of this notice;(iii)
    
    the Interest Period shall be of [one (1) months][three (3)][six (6)] [months] duration;(iv)
    
    [no Event of Default will result from the conversion of the Drawing hereby requested to be
drawn down;]
 89




---



##### 



(v)]
    
    the Drawing will be applied [in financing part of the Contract Price due to the Builder
pursuant to the relevant Building Contract][for general corporate and working capital purposes
of the Borrower and its Subsidiaries]; [and](v[i])
    
    twenty per cent (20%) of the Contract Price (less the Owners Supply Costs) [has been or
will have been][has been] paid on the relevant Delivery Date[; and][(vi[i])
    
    we shall provide you with evidence of the Owners Supply Cost within one (1) month of the
relevant Delivery Date; and](vii[i])
    
    [upon application of the Drawing hereby requested to be drawn down in the manner
hereinbefore appearing all sums owing to the Builder under the relevant Building Contract
shall have been fully and finally paid].
 NCL CORPORATION LTD.
 By:
 90




---



##### 



Schedule 3
 Part I: Conditions Precedent
   A
    
    On signing hereof
 Borrower
 1
    
    Certified Copies of any consents required from any ministry, governmental, financial
or other authority for the execution of and performance by the Borrower of its obligations
under this Agreement and each of the Security Documents or if no such consents are required a
secretarys certificate of the Borrower to this effect confirming that no such consents are
required.2
    
    Notarially attested secretarys certificate for the Borrower:
 2.1
    
    attaching a copy of its Certificate of Incorporation and Memorandum of
Association and Bye-Laws evidencing power to:
 2.1.1
    
    enter into the transactions contemplated by this Agreement
and in the other Security Documents and to buy ships and enter into
arrangements for the chartering and management thereof; and2.1.2
    
    borrow money in the amount referred to in this Agreement and
as security therefor to mortgage or charge assets;
 2.2
    
    giving the names of the present officers and directors;2.3
    
    setting out specimen signatures of persons who would be authorised to sign
documents or otherwise perform its obligations under the Security Documents and the
Lower Saxony Guarantees;2.4
    
    giving the legal and beneficial owners of its shares and the number of shares
held by each shareholder;2.5
    
    attaching copies of resolutions passed at a duly convened meeting of the
directors authorising the borrowing of the Facility and the execution of this
Agreement and such of the other Security Documents to which the Borrower is a party
and the issue of any power of attorney to execute the same; and2.6
    
    containing a declaration of solvency as at the date of the secretarys
certificate.
 3
    
    Where the secretarys certificate referred to in paragraph 2 of Part I of this Schedule 3 is
dated more than ten (10) days prior to the Signing Date, a bringdown certificate, which need
not be notarially attested if signed by the same person that signed the secretarys
certificate referred to in paragraph 2 of Part I of this Schedule 3.4
    
    The original power of attorney issued pursuant to the resolutions referred to in paragraph 2
above, notarially attested.
 91




---



##### 



5
    
    The Disclosure Letter duly executed.
 Other Obligors (other than the Manager)
 6
    
    Certified Copies of any consents required from any ministry, governmental, financial
or other authority for the execution of and performance by each of the other Obligors of its
obligations under the Security Documents to which it is a party or if no such consents are
required a secretarys certificate of that Obligor to this effect confirming that no such
consents are required.7
    
    Notarially attested secretarys certificate:
 7.1
    
    attaching a copy of its Certificate of Incorporation and Memorandum of
Association and Bye-Laws evidencing power to enter into the transactions contemplated
by this Agreement;7.2
    
    giving the names of the present officers and directors;7.3
    
    setting out specimen signatures of persons who would be authorised to sign
documents or otherwise perform its obligations under the Security Documents;7.4
    
    attaching copies of resolutions passed at a duly convened meeting of the
directors approving the granting and the execution of the documents whose execution is
contemplated hereby, insofar as they relate to it and the issue of any power of
attorney to execute the same; and7.5
    
    containing a declaration of solvency as at the date of the secretarys
certificate.
 8
    
    Where the secretarys certificate referred to in paragraph 7 of Part I of this Schedule 3 is
dated more than ten (10) days prior to the Signing Date, a bringdown certificate, which need
not be notarially attested if signed by the same person that signed the secretarys
certificate referred to in paragraph 7 of Part I of this Schedule 3.9
    
    The original powers of attorney issued pursuant to the resolutions referred to in paragraph
7.1 above, notarially attested.
 General
 10
    
    Confirmation from the Process Agent that it will act for each of the Obligors as agent for
service of process in England.11
    
    Opinions from lawyers appointed by the Agent including English and Bermudan lawyers as to any
of the foregoing matters or otherwise as the Lenders may require in the form required by the
Lenders.12
    
    Certified Copy of the Building Contract including all addenda.13
    
    A copy of:
 13.1
    
    the audited consolidated financial statements of the NCLC Group for the
financial year ending on 31 December 2004;13.2
    
    the unaudited consolidated financial statements of the NCLC Group for the
fiscal quarter ending on 30 June 2005; and
 92




---



##### 



13.3
    
    detailed projected consolidated financial statements of the NCLC Group for
the six (6) financial years ending after the Signing Date, which projections shall (a)
reflect the forecasted consolidated financial condition of the NCLC Group after giving
effect to the Facility and the related financing thereof; and (b) be prepared and
approved by the chief financial officer of the NCLC Group.
 14
    
    Letter from the secretary of the Borrower to the Agent stating that the Borrower is and shall
remain, after the advance to it of the Facility or any of it, solvent in accordance with the
laws of Bermuda and the United Kingdom and in particular with the provisions of the United
Kingdoms Insolvency Act 1986 (as from time to time amended) and the requirements thereof.15
    
    Copies of all Companies Acts forms for filing of charges in Bermuda.16
    
    Payment of all fees under Clause 14.
 B.
    
    At least five (5) Business Days before the first Advance Date in respect of each Tranche
 17
    
    Drawdown notice duly executed by the Borrower in the form of Schedule 2.18
    
    Certified Copy of such documents as have been received by the Owner from the Builder pursuant
to the relevant Building Contract in evidence of the instalments due or paid.19
    
    Issue of the relevant Lower Saxony Guarantee.20
    
    Acknowledgement by the Borrower of the terms and conditions of the relevant Lower Saxony
Guarantee.21
    
    Financial projections of the NCLC Group for the twelve (12) month period commencing on the
first Delivery Date (including an income statement and projected results for the operation of
the vessels owned and/or operated by any member of the NCLC Group) and an outline of the
assumptions supporting such budget and financial projections and details of any scheduled
dry-docking of any of the vessels owned and/or operated by companies in the NCLC Group during
such period, demonstrating that the Borrower will be in compliance with the financial
undertakings contained in Clause 10.3 during such twelve (12) month period.
 C
    
    On each Delivery Date
 22
    
    Evidence of the payment by the Owner to the Builder of not less than twenty per cent (20%) of
the relevant Contract Price (less the relevant Owners Supply Costs) pursuant to the relevant
Building Contract.23
    
    Such evidence as the Lenders may require that the relevant Vessel is:
 23.1
    
    provisionally registered in the name of the relevant Owner under the Bahamian
flag with a certificate of registry free from all liens and encumbrances except the
relevant Mortgage;23.2
    
    classified with the highest classification available free of all
recommendations and qualifications with Det Norske Veritas;23.3
    
    insured in accordance with the terms of the Security Documents; and
 93




---



##### 



23.4
    
    managed by the Manager pursuant to the relevant Management Agreement.
 24
    
    In respect of the relevant Vessel:
 24.1
    
    Certified Copy of the builders certificate;24.2
    
    Certified Copy of the bill of sale;24.3
    
    Certified Copy of the unconditional protocol of delivery and acceptance duly
signed by the Builder and the Owner;24.4
    
    Certified Copy of the certificate of warranty from the Builder stating that
the Vessel is free from all encumbrances on her Delivery Date;24.5
    
    Certified Copy of the commercial invoice from the Builder in evidence of the
Contract Price and Certified Copy of such documents as provide evidence of the Owners
Supply Cost;24.6
    
    copies of valid trading and other certificates to be produced by the Builder
pursuant to the Building Contract;24.7
    
    Certified Copy of the Management Agreement;24.8
    
    Mortgage duly executed and lodged for registration at the Bahamas Maritime
Authority in London;24.9
    
    Earnings Assignment duly executed;24.10
    
    Insurance Assignment duly executed;24.11
    
    Management Agreement Assignment duly executed; and24.12
    
    Telefax confirmations from the insurance brokers for marine risks (hull and
machinery) and the managers of any protection and indemnity or war risks association
through whom any Insurances have been placed that the Insurances have been placed and
upon receipt of a notice of assignment of the Insurances they will issue letters of
undertaking in the form approved by the Lenders.
 25
    
    Guarantee duly executed by the relevant Owner.26
    
    Charge duly executed in respect of the relevant Owner.27
    
    Opinions from Bahamian lawyers appointed by the Agent as to due registration of the relevant
Vessel and due registration of the relevant Mortgage and from English, German and Bermudan
lawyers appointed by the Agent as to any of the foregoing matters or otherwise as the Lenders
may require in the form required by the Lenders.28
    
    From the Agents insurance advisers, a report on the Insurances for the relevant Vessel and a
certificate confirming that such Insurances are placed with such insurance companies and/or
underwriters and/or clubs, in such amounts, against such risks, and in such form, as should be
acceptable to the Lenders and conform with the provisions of the relevant Mortgage.
 94




---



##### 



29
    
    Where a secretarys certificate referred to in paragraph 2 or paragraph 7 of Part I of this
Schedule 3 is dated more than ten (10) days prior to the first Advance Date in respect of the
relevant Tranche, a bringdown certificate, which need not be notarially attested if
signed by the same person that signed the secretarys certificate referred to in paragraph
2 or paragraph 7 (as the case may be) of Part I of this Schedule 3.30
    
    Certified Copy of the carrier initiative agreement executed pursuant to the relevant
Mortgage.31
    
    Certified Copy of any current certificate of financial responsibility in respect of the
relevant Vessel issued under OPA.32
    
    Certified Copy of a valid safety management certificate (or interim safety management
certificate) issued to the relevant Vessel in respect of its management by the Manager
pursuant to the International Safety Management Code.33
    
    Certified Copy of a valid document of compliance (or interim document of compliance) issued
to the Manager in respect of ships of the same type as the relevant Vessel pursuant to the
International Safety Management Code.34
    
    Certified Copy of a valid international ship security certificate issued to the relevant
Vessel in accordance with the International Ship and Port Facility Security Code adopted by
the International Maritime Organisation.35
    
    Certified Copy of a valid international air pollution prevention certificate issued to the
relevant Vessel under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
the International Convention for the Prevention of Pollution from Ships 1973 (as modified in
1978 and 1997) (as the same may be amended from time to time).
 Manager
 36
    
    Notarially attested secretarys certificate:
 36.1
    
    attaching a copy of its Certificate of Incorporation and Memorandum and
Articles of Association (or equivalent documents) evidencing power to enter into the
transactions contemplated by this Agreement;36.2
    
    giving the names of the present officers and directors;36.3
    
    setting out specimen signatures of persons who would be authorised to sign
documents or otherwise perform its obligations under the Security Documents;36.4
    
    giving the legal and beneficial owners of its issued shares and the number of
            shares held by each shareholder;36.5
    
    attaching copies of resolutions passed at a duly convened meeting of the
directors approving the granting and the execution of the documents whose execution is
contemplated hereby, insofar as they relate to it and the issue of any power of
attorney to execute the same; and36.6
    
    containing a declaration of solvency as at the date of the secretarys
certificate.
 37
    
    Where a secretarys certificate referred to in paragraph 36 of Part I of this Schedule 3 is
dated more than ten (10) days prior to the first Advance Date in respect of the relevant
 95




---



##### 



38
    
    The original powers of attorney issued pursuant to the resolutions referred to in paragraph 36.5 above, notarially attested.
 General
 39
    
    Copies of Companies Act forms for filing of charges in Bermuda.40
    
    Payment of all fees due under Clause 14.
 96




---



##### 



Part II: Condition Subsequent
   A
    
    Not more than one (1) month after each Delivery Date
 1
    
    Evidence in reasonable detail of the Owners Supply Cost in respect of the relevant Vessel.
 97




---



##### 



Schedule 4
 Confidentiality Undertaking
  TO:
    
    NCL CORPORATION LTD.Milner House18 Parliament StreetHamilton HM 12Bermuda(the Borrower)DnB NOR BANK ASA
Stranden 21NO-0021 OsloNorway(the Agent)
 NCL CORPORATION LTD.
UP TO EUR624,000,000 FACILITY (THE FACILITY)
FORM OF CONFIDENTIALITY UNDERTAKING
 1
    
    We hereby undertake that we will keep confidential and will not make use of for any purposes
(other than for the purposes of the Facility) all information delivered to us in connection
with the Facility and all information obtained by us in the course of discussions with the
Agent, the Borrower or any other party involved with the Facility (collectively the
Information) until and save to the extent that the Information has been released into the
public domain by persons duly authorised by the Borrower to do so. However, we shall be
entitled to supply the Information to:
 1.1
    
    professional advisers solely for use in connection with the Facility after
drawing to the attention of those advisers the content of the undertaking as to
confidentiality given by us and after obtaining similar undertakings from them; and1.2
    
    any third party where we have been authorised in writing to do so by the
Borrower; and1.3
    
    subject to giving reasonable prior notice to the Borrower, to any banking or
regulatory authority to which we are subject after drawing to the attention of such
authority the content of the undertaking as to confidentiality given by us; and1.4
    
    pursuant to subpoena or other legal process and pursuant to any law or
regulation having the force of law.
 2
    
    We further undertake that if we decide not to participate in the Facility, we will return to
the Agent the originals and additional copies or extracts made therefrom and all
 98




---



##### 



documentary Information delivered to us by the Agent in relation to the Facility and/or the
Borrower (including any supplied to third parties as contemplated in paragraph 1).
 BANK NAME
 
  99




---



##### 



Schedule 5
 Transfer Certificate
  TO:
    
    DnB NOR BANK ASA(the Agent) as agent on its
own behalf and for and on behalf of the Borrower,
the Owners, the Lenders and the Lower Saxony
Guarantee Agent as each such term is defined in
the Facility Agreement referred to belowATTENTION:      Mrs Solveig Nuland Knoff
 Date:
 Transfer Certificate Facility Agreement Borrower Lenders
  Transferor full name lending branch
 Transferee full name lending branch
 1
    
    The Transferor with full title guarantee transfers to the Transferee absolutely in accordance
with Clause 18.1 of the Facility Agreement all rights and interests (present, future or
contingent) which the Transferor has as Lender under or by virtue of the Facility Agreement,
all the other Security Documents and the Lower Saxony Guarantees insofar as such rights and
interests relate to that portion of its [Commitment][Contribution] to the Facility in an
amount of [       ] [euro][Dollars] ([EUR][USD][       
]) out of its total [Commitment][Contribution] which at the date hereof is [       ]
[euro][Dollars] ([EUR][USD][       ]).
 2
    
    By virtue of this Transfer Certificate and Clause 18.5 of the Facility Agreement, the
Transferor is discharged entirely with effect from the Transfer Date from that portion of its
[Commitment][Contribution] to the Facility and its obligations relating thereto to the extent
of [       ] [euro][Dollars] ([EUR][USD][       
]) out of its total [Commitment][Contribution] at such date.
 3
    
    The Transferee hereby requests:
 100




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##### 



3.1
    
    the Borrower, the Owners, the Agent and the Lenders to accept the executed
copies of this Transfer Certificate as being delivered pursuant to and for the purposes
of Clause 18.1 of the Facility Agreement; and3.2
    
    the Agent to execute this Transfer Certificate on behalf of itself and the
other said parties pursuant to Clause 18.5 of the Facility Agreement so that this
Transfer Certificate will take effect in accordance with the terms thereof on [specify
date of transfer] [or] [the date on which the Agent receives a certificate signed by
[the Transferor] confirming that the following conditions have been fulfilled [specify
conditions to transfer].
 4
    
    The Transferee:
 4.1
    
    confirms that it has received a copy of the Facility Agreement, the other
Security Documents and the Lower Saxony Guarantees together with such other documents
and information as it has required in connection with the transaction contemplated
thereby;4.2
    
    confirms that it has not relied and will not hereafter rely on the Transferor,
the Agent or the Lenders to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of the Facility Agreement, any other
of the Security Documents or the Lower Saxony Guarantees or any other documents or
information;4.3
    
    agrees that it has not relied and will not rely on the Transferor, the Agent or
the Lenders to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower or any other
party to the Facility Agreement, any other of the Security Documents or the Lower
Saxony Guarantees (save as otherwise expressly provided therein);4.4
    
    warrants that it has power and authority to become a party to the Facility
Agreement and has taken all necessary action to authorise execution of this Transfer
Certificate and to obtain all necessary approvals and consents to the assumption of its
obligations under the Facility Agreement, the other Security Documents and the Lower
Saxony Guarantees;4.5
    
    if not already a Lender, appoints the Agent to act as its agent as provided in
the Facility Agreement and the other Security Documents and appoints the Lower Saxony
Guarantee Agent to act as its agent in relation to the Lower Saxony Guarantees as
provided in the Facility Agreement and agrees to be bound by the terms of Clause 18.5
of the Facility Agreement and by all the terms of Clause 20 of the Facility Agreement.
 5
    
    The Transferor:
 5.1
    
    warrants to the Transferee that it has full power to enter into this Transfer
Certificate and has taken all corporate action necessary to authorise it to do so;5.2
    
    warrants to the Transferee that this Transfer Certificate is binding on the
Transferor under the laws of England, the country in which the Transferor is
incorporated and the country in which its Lending Branch is located; and
 101




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##### 



5.3
    
    agrees that it will, at its own expense, execute any documents which the
Transferee reasonably requests for perfecting in any relevant jurisdiction the
Transferees title under this Transfer Certificate or for any similar purpose.
 6
    
    The Transferee hereby undertakes to the Transferor and each of the other parties to the
Facility Agreement that it will perform in accordance with its terms all those obligations
which by the terms of the Facility Agreement will be assumed by it after the transfer
contemplated by this Transfer Certificate has taken effect.
 7
    
    If a Transferor and a Transferee effect a transfer in accordance with Clause 3 of this
Transfer Certificate during an Interest Period, the Agent shall make all payments which would
have become due to the Transferor under the Facility Agreement during the relevant Interest
Period to the Transferor, as if no such transfer had been effected by the Transferor to the
Transferee, according to the percentages of the Transferors Contribution and/or Commitment
transferred and retained pursuant to Clauses 1 and 2 of this Transfer Certificate, and the
Transferor and the Transferee shall be responsible for paying to each other pro rata all
amounts (if any) due to them from each other for such Interest Period. On and from the
commencement of the immediately succeeding Interest Period, the Agent shall make all payments
due under the Facility Agreement for the account of the Transferor, to the Transferor, and
shall make all payments due under the Facility Agreement for the account of the Transferee, to
the Transferee. This provision is for administrative convenience only and shall not affect
the rights of the Transferor and the Transferee under the Facility Agreement.
 8
    
    None of the Transferor, the Agent or the Lenders:
 8.1
    
    makes any representation or warranty nor assumes any responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of the
Facility Agreement, any other of the Security Documents or the Lower Saxony Guarantees
or any document relating thereto;8.2
    
    assumes any responsibility for the financial condition of the Borrower or any
other party to the Facility Agreement, any other of the Security Documents or the Lower
Saxony Guarantees or any such other document or for the performance and observance by
the Borrower or any other party to the Facility Agreement, any other of the Security
Documents or the Lower Saxony Guarantees or any such other document (save as otherwise
expressly provided therein) and any and all such conditions and warranties, whether
expressed or implied by law or otherwise, are hereby excluded (except as aforesaid).
 9
    
    The Transferor and the Transferee each undertakes that it will on demand fully indemnify the
Agent in respect of any claim, proceeding, liability or expense which relates to or results
from this Transfer Certificate or any matter connected with or arising out of it unless caused
by the Agents or the Agents gross negligence or wilful misconduct, as the case may be.
 10
    
    The agreements and undertaking of the Transferee in this Transfer Certificate are given to
and for the benefit of and made with each of the other parties to the Facility Agreement.
 11
    
    This Transfer Certificate shall be governed by, and construed in accordance with, English
law.
 102




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##### 



IN
WITNESS
 The Transferor
 SIGNEDby
    
    
    ))for and on behalf of
    
    
    )[       ]
    
    
    )in the presence of:
    
    
    )The TransfereeSIGNEDby
    
    
    ))for and on behalf of
    
    
    )[       ]
    
    
    )in the presence of:
    
    
    )The AgentSIGNEDby
    
    
    ))for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as agent for and on behalf
    
    
    )of itself as the Agent, the Borrower,
    
    
    )the Owners, the Lenders and the Lower
    
    
    )Saxony Guarantee Agent
    
    
    )in the presence of:
    
    
    )
 Note:
    
    The execution of this Transfer Certificate alone may not transfer a proportionate share of
the Transferors interest in the security constituted by the Security Documents and the Lower
Saxony Guarantees in the Transferors or Transferees jurisdiction. It is the responsibility
of each individual Lender to ascertain whether any other documents are required to perfect a
transfer of such a share in the Transferors interest in such security in any such
jurisdiction, and, if so, to seek appropriate advice and arrange for execution of the same.
 103




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##### 



Schedule
Administrative Details of Transferee
   
    
     104




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##### 



Schedule 6
 Quarterly Statement of Financial Covenants
 TO:
    
    DnB NOR BANK ASAStranden 21NO-0021 OsloNorwayAttn: Mr Jon Flovik
 Facility Agreement
 Borrower
 NCL CORPORATION LTD.
 By: [    ]Chief Financial Officer
 Dated
 105




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##### 



Schedule
 Statement of Financial Covenants as of [       ] 20[      ] (in USD000)
 Clause (of FacilityAgreement)
    
    
    
    as of [·]
    
    Required Covenants10.3.1/
    
    Free Liquidity
    
    A
    
    A>USD50,000,000
(10.3.1)**A>USD100,000,00010.3.2(b)**
    
    
    
    
    
    (10.3.2(b))**10.3.2(a)
    
    Consolidated EBITDA:
    
    B
    
    >1.25:1Consolidated Debt Service
    
    C10.3.3
    
    Total Net Funded Debt:
    
    D
    
    <0.65:1 up to  31 December 2007<0.60:1 thereafterTotal 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-recurring charge (gain)
    
    xAdd:
    
    Deferred income tax expense
    
    xConsolidated EBITDA
    
    x
    
    BConsolidated Debt ServicePrincipal paid/payable (excluding balloon payments, voluntary
    
    xprepayments/repayments on sale/total loss of an NCLC Fleet
vessel)Add:
    
    Consolidated Interest Expense
    
    xDistributions
    
    xRent under capitalised leases
    
    xConsolidated Debt Service
    
    x
    
    CTotal Net Funded DebtIndebtedness for Borrowed Money
    
    xAdd:
    
    Guarantees of non-NCLC Group members obligations
    
    xxDeduct:
    
    Cash Balance
    
    (x)Total Net Funded Debt
    
    (x)
    
    DTotal CapitalisationTotal Net Funded Debt
    
    xAdd:
    
    Consolidated stockholders equity
    
    xTotal Capitalisation
    
    x
    
    E
 106




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##### 



NCL CORPORATION LTD.
 [         ]
  [         ]
Chief Financial Officer
NCL CORPORATION LTD.
  
 **
    
    Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement 107