##### 



Exhibit 4.63
   DATED 21 DECEMBER 2007
 F3 TWO, LTD.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 BNP PARIBAS
(as agent)
 
 FIRST SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
LOAN AGREEMENT
dated 22 September 2006
for the amount of up to EUR662,905,320
post delivery finance for
a passenger cruise vessel having hull no. D33 at the yard of Aker Yards S.A.




---



##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of
Original Loan Agreement, Original Guarantee and Other Security
Documents
    
    
    23
    
    Conditions Precedent
    
    
    14
    
    Representations and Warranties
    
    
    55
    
    Fee and Expenses
    
    
    66
    
    Further Assurance
    
    
    77
    
    Counterparts
    
    
    78
    
    Notices
    
    
    79
    
    Governing Law
    
    
    810
    
    Jurisdiction
    
    
    8Schedule 1
    
    The Agent and the Lenders
    
    
    11Schedule 2
    
    Amended and Restated Loan Agreement
    
    
    12Schedule 3
    
    Amended and Restated Guarantee
    
    
    92




---



##### 



FIRST SUPPLEMENTAL DEED
 DATED           21 December 2007
 BETWEEN:
 (1)
    
    F3 TWO, LTD., a company incorporated in and existing under the laws of Bermuda with
registration number EC38769 and with its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda as borrower (the
Borrower);(2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lendersand each individually a Lender); and(4)
    
    BNP PARIBASas agent for the lenders (the
Agent).
 WHEREAS:
 (A)
    
    By a loan agreement dated 22 September 2006 entered into between (among others) the Borrower
as borrower, the Lenders as lenders and the Agent as agent for (among others) the Lenders (the
Original Loan Agreement), the Lenders granted to the Borrower a secured loan in the maximum
amount of six hundred and sixty two million nine hundred and five thousand three hundred and
twenty euro (EUR662,905,320) (the Loan) for the purpose of enabling the Borrower to finance
(among other things) the construction of the Vessel (as such term is defined in the Original
Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by
the Borrower has been secured by a guarantee and indemnity dated 6 October 2006 granted by the
Guarantor (the Original Guarantee).(B)
    
    The Guarantor has requested the amendment of certain provisions of the Original Loan
Agreement and the Original Guarantee, (among other things) to enable NCL Investment Ltd.
(Investor I) and NCL Investment II Ltd. (Investor IIand together with Investor I the
Investors), each a subsidiary of the private equity group Apollo Management, LP, to make a
one billion Dollar (USD1,000,000,000) cash equity investment in the Guarantor.As at the date of this First Supplement to (among other things) the Original Loan Agreement
(this Deed), the Guarantor is a wholly-owned subsidiary of Star Cruises Limited (Star).
Upon completion of the transactions contemplated by the Subscription Agreement, the
Guarantor will be held by Star and the Investors in equal shares and the Investors, under
the Shareholders Agreement, will have majority control of the board of directors of the
Guarantor and voting control of shares in the Guarantor, with certain reserved matters
subject to the consent of Star. Accordingly, the Guarantor will cease to be a subsidiary of
Star and will become a jointly controlled entity of Star and the Investors upon completion.
The Investors right to control the board of directors of the Guarantor and vote Stars
shares in the Guarantor on behalf of Star, and Stars consent rights, in each case can only
be maintained if the ratio of the equity owned by one party over that of the other party is
not less than 0.6.(C)
    
    The consent of the Lenders and the Agent is given in respect of the above matters on the
terms of this Deed which shall be executed as a deed.
 1




---



##### 



NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement or the Guarantee shall have
the meanings set out therein. In addition, the following terms and expressions shall
have the meanings set out below:Apollo Transaction Documentsmeans the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Guaranteemeans the Original Guarantee as amended and restated by this Deed and as
set out in Schedule 3;Loan Agreementmeans the Original Loan Agreement as amended and restated by this
Deed and as set out in Schedule 2;New Sharesmeans the new ordinary shares in the Guarantor to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Guarantors enlarged share capital;Restatement Datemeans the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Guarantor pursuant to
which the affairs of the management of the Guarantor and the rights and obligations
of Star and the Investors as shareholders will be regulated;Subscription Agreementmeans the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Guarantor pursuant to which
the parties have agreed that the Investors shall subscribe for and the Guarantor
shall allot and issue the New Shares to the Investors for the Subscription Price;
andSubscription Pricemeans the aggregate subscription price of one billion Dollars
(USD1,000,000,000) payable in cash by the Investors for the New Shares pursuant to
the Subscription Agreement.
 1.2
    
    The provisions of Clause 1.2 of the Loan Agreement shall apply hereto (mutatis
mutandis).
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date the Original Loan Agreement and the Original
 2




---



##### 



Guarantee shall each be amended and restated to read in accordance with the amended
and restated loan agreement and guarantee as set out in Schedule 2 and Schedule 3
respectively and (as so amended and restated) will continue to be binding upon each
of the parties thereto in accordance with their terms as so amended and restated.
 2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Lenders and the
Agent that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Loan Agreement in the Security
Documents to which it is a party shall be construed as references to the Loan
Agreement and all terms used in such Security Documents whose meanings are
defined by reference to the Original Loan Agreement shall be defined by
reference to the Loan Agreement;2.2.2
    
    the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Loan Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and2.2.4
    
    its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Loan Agreement and the other Security Documents as
amended by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders and the Agent acknowledge and
agree that, to the extent a provision of a Security Document which has not been amended
and restated by this Deed conflicts with a provision of the Loan Agreement and/or any
other Security Document which has been amended and restated by this Deed, the provision
of the Loan Agreement and/or the amended and restated Security Document shall prevail.
Further, the Lenders and the Agent will do or procure the doing of all such acts and/or
execute or procure the execution of all such documents in a form satisfactory to the
Agent as the Agent may reasonably consider necessary for giving full effect to this
Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement, the Original Guarantee and the other Security Documents shall remain in full
force and effect and nothing herein contained shall relieve the Borrower, the Guarantor
or any other Obligor from any of its respective obligations under any such documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Loan Agreement and the Original
Guarantee provided for in Clause 2 is conditional upon and shall not be effective
unless and until the Agent has received the following in form and substance
satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 3




---



##### 



(a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and the Guarantor;(b)
    
    a written confirmation from the Process Agent
that it will act for the Borrower and the Guarantor as agent for
service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement;
and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
each of the Borrower and the Guarantor (together the Relevant
Parties):
 (i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant Party of its obligations under this Deed or
if no such consents are required a certificate from a duly
appointed officer of the Relevant Party to this effect
confirming that no such consents are required;(ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a copy
of its Certificate of Incorporation and Memorandum of
Association and Bye-Laws (or equivalent constitutional
documents) evidencing power to enter into the
transactions contemplated in this Deed;(2)
    
    giving the names
of its present officers and directors;(3)
    
    setting out
specimen signatures of such persons as are authorised by
the Relevant Party to sign documents or otherwise
undertake the performance of that Relevant Partys
obligations under this Deed;(4)
    
    giving the legal
owner of its shares and the number of such shares held;(5)
    
    attaching copies
of resolutions passed at duly convened meetings of the
directors and, if required by the Agent, the
shareholders of each of the Relevant Parties authorising
(as applicable) the
 4




---



##### 



execution of this Deed and the issue of any power of
attorney to execute the same; and
 (6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;or (if applicable) certifying that there has been no
change to the statements made in his or her
secretarys certificate last provided to the Agent
with respect to paragraphs (1), (2), (3), (4) and (6)
of this Clause 3.1.1(d) and attaching copies of
resolutions passed at duly convened meetings of the
directors and, if required by the Agent, the
shareholders of each of the Relevant Parties
authorising (as applicable) the execution of this
Deed and the issue of any power of attorney to
execute the same; and
 (e)
    
    the original powers of attorney, if any, issued
pursuant to the resolutions referred to above and notarially attested;
 3.1.2
    
    evidence of completion having taken place under the
Subscription Agreement and in particular but without limitation of the issue of
the New Shares to the Investors and of the payment of the Subscription Price by
the Investors to the Guarantor;3.1.3
    
    evidence that each of the Lenders has received payment of the
restructuring fee to which it is entitled as more particularly described in
Clause 5.1, and3.1.4
    
    the issue of such favourable written legal opinions including
in respect of Bermuda and the Isle of Man in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby and by the
Apollo Transaction Documents governed by any applicable law,
 PROVIDED THAT
 3.2
    
    If the Lenders and the Agent, acting unanimously, decide to permit the
amendment and restatement of the Original Loan Agreement and the Original Guarantee
hereby without the Agent having received all of the documents or evidence referred to
in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or
evidence to the Agent within fourteen (14) days of the Restatement Date (or such other
period as the Agent may stipulate) and the amendment and restatement of the Original
Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a
waiver of the Agents right to receive the documents or evidence as aforesaid nor shall
this provision impose on the Agent or the Lenders any obligation to permit the
amendment and restatement in the absence of such documents or evidence.
 4
    
    Representations and Warranties
 4.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders
and the Agent that:
 5




---



##### 



4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions contemplated hereby and has taken all necessary action to
authorise the entry into and performance of this Deed and such transactions;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
  4.1.4
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders and/or the Agent in
deciding whether or not to enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5) Business
Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any other loan or other
facility to the Borrower or any other member of the NCLC Group shall only be entitled
to receive one (1) such fee of [*]. Notwithstanding any provision
of this Deed or the Loan Agreement to the contrary, no Lender shall be required to
share with the other Lenders and/or the Agent any such restructuring fee received.
 6




---



##### 



5.2
    
    The Borrower and the Guarantor jointly and severally undertake to reimburse the
Agent and the Lenders on demand of the Agent on a full indemnity basis for the
reasonable charges and expenses (together with value added tax or any similar tax
thereon and including without limitation the fees and expenses of legal and other
advisers) incurred by the Agent and/or the Lenders in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and any
other documents required in connection with the implementation of this Deed.
 6
    
    Further AssuranceEach of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to this Deed or any of the documents contemplated
hereby or securing to the Agent and/or the Lenders the full benefit of the rights, powers
and remedies conferred upon the Agent and/or the Lenders in any such document.
 7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower and/or the Guarantor pursuant to this Deed shall (unless
the Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o/at 7665 Corporate Center Drive, Miami, Florida 33126, United States of America
(marked for the attention of the Chief Financial Officer and the Legal Department) (but
one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9
West 57th Street, 43rd Floor, New York, NY 10019, United States of America (marked for
the attention of Mr Steven Martinez). Any notice, demand or other communication to be
made or delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless
the Agent has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its office, the details
of which are set out in clause 27 of the Original Loan Agreement.8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax
number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in the case
of the Agent is as recorded in clause 27 of the Original Loan Agreement) 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 by the Borrower or the Guarantor, shall be signed
by the person or persons authorised in writing by the Borrower or the Guarantor (as the
case may be) and whose signature appears on the list of specimen signatures contained
in the
 7




---



##### 



secretarys certificate required to be delivered by Clause 3 and shall be expressed
to be for the attention of the department or officer whose name has been notified
for the time being for that purpose by the Agent to the Borrower and the Guarantor.
 8.3
    
    Subject to Clause 8.2, the provisions of clause 27 of the Original Loan
Agreement shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.
 10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Lenders 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.10.2
    
    Neither the Borrower nor the Guarantor may, without the Agents prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrowers and/or the
Guarantors (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, each of the
Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to
appoint a process agent within the period specified in Clause 10.2, the Agent may
appoint any person (including a company controlled by or associated with the Agent or
any Lender) to act as the Borrowers or the Guarantors (as the case may be) process
agent in England with the unconditional authority described in Clause 10.2.10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.10.5
    
    Each of the Borrower and the Guarantor appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantor (as
the case may be) and may be enforced without review in any other jurisdiction.
 8




---



##### 



10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or the
Lenders may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.10.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    
    /s/ P A Turnerby Paul Turner
    
    )for and on behalf of
    
    )F3 TWO, LTD.
    
    )in the presence of: Shareen Akhtar
                                                                                                                         Trained Solicitor 
                                  One, St. Pauls Churchyard 
                                  London, EC4M 8SH
    
    )
 SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    
    /s/ P A TurnerBy Paul Turner
    
    )for and on behalf of
    
    )NCL CORPORATION LTD.
    
    )in the presence of: Shareen Akhtar, as above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    
    /s/ J Cleggby Julie Clegg
    
    )for and on behalf of
    
    )BNP PARIBAS
    
    )as a Lender and the Agent
    
    )in the presence of: Shareen Akhtar, as above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    

    /s/ J Cleggby Julie Clegg
    
    )for and on behalf of
    
    )CALYON
    
    )in the presence of: Shareen Akhtar, as above
    
    )
 9




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    
    /s/ J Cleggby Julie Clegg
    
    )for and on behalf of
    
    )HSBC FRANCE
    
    )in the presence of: Shareen Akhtar, as above
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )
    
    /s/ J Cleggby Julie Clegg
    
    )for and on behalf of
    
    )SOCIETE GENERALE
    
    )in the presence of: Shareen Akhtar
    
    )
 10




---



##### 



Schedule 1
 The Agent and the Lenders
 11




---



##### 



Schedule 2
 Amended and Restated Loan Agreement
 12




---



##### 



DATED 22 SEPTEMBER 2006
 F3 TWO, LTD.
 BNP PARIBAS
 BNP PARIBAS, CALYON, HSBC FRANCE AND SOCIETE GENERALE
 
 LOAN AGREEMENT
Hull No. D33
EUR662,905,320
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
  13




---



##### 



CONTENTS
 Clause
    
    
    
    Page1.
    
    Definitions And Construction
    
    
    162.
    
    Availability Of The Loan
    
    
    243.
    
    Drawing
    
    
    254.
    
    Repayment Of Loan And Payment Of Interest
    
    
    305.
    
    Claims Or Defences May Not Be Opposed To The Lenders
    
    
    316.
    
    Coface Premium
    
    
    317.
    
    Fees
    
    
    318.
    
    Taxes, Increased Costs, Costs And Related Charges
    
    
    329.
    
    Representations And Warranties
    
    
    3410.
    
    Undertakings
    
    
    4011.
    
    Prepayment
    
    
    5312.
    
    Interest On Late Payments
    
    
    5413.
    
    Acceleration  Events Of Default
    
    
    5414.
    
    Mandatory Prepayment
    
    
    5915.
    
    Currency Of Payment
    
    
    6016.
    
    Security
    
    
    6017.
    
    Application Of Sums Received
    
    
    6018.
    
    Changes To The Lenders
    
    
    6119.
    
    Changes To The Obligors
    
    
    6420.
    
    Role Of The Agent And The Mandated Lead Arrangers
    
    
    6421.
    
    Conduct Of Business By The Finance Parties
    
    
    6922.
    
    Sharing Among The Finance Parties
    
    
    6923.
    
    Payment Mechanics
    
    
    7024.
    
    Governing Law
    
    
    7225.
    
    Enforcement
    
    
    7226.
    
    Appendices
    
    
    7327.
    
    Notices
    
    
    7328.
    
    Miscellaneous
    
    
    7429.
    
    Coming Into Force
    
    
    74
 14




---



##### 



THIS LOAN AGREEMENT Agreement
 BETWEEN
 (1)
    
    F3 TWO, LTD., a company incorporated in and existing under the laws of Bermuda with
registration number EC38768 and with its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda (the Borrower);(2)
    
    THE SEVERAL BANKS, particulars of which are set out in Appendix II as lenders (the Original
Lenders);(3)
    
    THE SEVERAL BANKS, particulars of which are set out in Appendix II as mandated lead arrangers
(the Mandated Lead Arrangers); and(4)
    
    BNP PARIBASas agent for the lenders (the Agent).
 WHEREAS
 (A)
    
    A shipbuilding contract was signed as of 7 September 2006 (the Building Contract), between
the Borrower and Aker Yards S.A. (the Builder) for the design, construction and delivery of
a two thousand one hundred (2,100) passenger cabin cruise vessel having hull no. D33,
specification hull no. [**] dated 7 September 2006, to be ready for
delivery on 31 May 2010 (the Vessel).(B)
    
    The contract price of the Vessel is seven hundred and thirty five million euro
(EUR735,000,000) (subject to adjustment in accordance with the terms of the Building Contract)
(the Contract Price), payable at the times and in the manner specified in the Building
Contract. The terms of payment of the Contract Price are as follows:
 (i)
    
    [**] payable within three (3) Working Days (as
defined in the Building Contract) after the Effective Date (as defined in the Building
Contract);(ii)
    
    [**] payable on first steel cutting but not before
[**];(iii)
    
    [**] payable on completion of keel laying but not
before [**];(iv)
    
    [**] payable on the date the Vessel is launched into
the water at the yard of the Builder but not before [**]; and(v)
    
    the remainder payable upon delivery and acceptance of the Vessel.
 (C)
    
    The Contract Price may be increased or decreased from time to time with respect to certain
modifications to the Building Contract, the plans or the specification (the Change Orders).(D)
    
    The Lenders agree to make available to the Borrower a loan facility on the terms and
conditions set out herein for the purpose of assisting the Borrower to finance part of the
Contract Price (including the amount of the Change Orders) and the related Coface Premium.
 15




---



##### 



NOW THEREFORE
 1.
    
    DEFINITIONS AND CONSTRUCTION1.1
    
    DefinitionsIn this Agreement (including the Recitals) and the Appendices (all of which form an integral
part of this Agreement) the following expressions shall have the meanings set out opposite
them below.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 of otherwise.Annex VImeans Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
the International Convention for the Prevention of Pollution from Ships 1973 (as modified in
1978 and 1997).Apollomeans the Fund and any Fund Affiliate.Apollo-Related Transactionsmeans the transactions described in Appendix V.Apollo Transaction Documentsmeans the Subscription Agreement, the Shareholders Agreement
and the Reimbursement Agreement.Assignment of Earningsmeans an assignment to be entered into between the Borrower and the
Finance Parties and to be in the agreed form.Assignment of Insurancesmeans an assignment to be entered into between the Borrower, the
Manager, if applicable, and the Finance Parties and to be in the agreed form.Assignment of Management Agreementmeans an assignment to be entered into between the
Borrower and the Finance Parties and to be in the agreed form.Assignment of Warranty Rightsmeans an assignment to be entered into between the Borrower
and the Finance Parties with respect to the Borrowers rights under the post-delivery
warranty given by the Builder under the Building Contract.Availability Termination Datemeans the date falling [**] days
(being the period stipulated in article 9, clause 2.1(i)(b) of the Building Contract) after
[**].Building Contractmeans that certain contract entered into between the Borrower and the
Builder dated as of 7 September 2006, as from time to time amended, in respect of the
design, construction and delivery of the Vessel.Buildermeans Aker Yards S.A., a company incorporated in France and having its principal
office at Avenue Bourdelle  B.P. 90180, 44613 Saint-Nazaire Cedex, France, Republic of
France.
 16




---



##### 



Business Daymeans a full day on which commercial banks are open for business and dealing
in deposits in New York and Paris.Certified Copymeans, in relation to any document delivered or issued by or on behalf of
any company, a copy of such document certified as a true, complete and up-to-date copy of
the original by any of the directors or the secretary or assistant secretary or any
attorney-in-fact for the time being of that company.Change Order Amountmeans the cost of the Change Orders.Change Ordersmeans those certain change orders to the specifications of the Vessel as may
be agreed to from time to time by the Borrower and the Builder, the net cost of which is
payable at delivery.CIRR(Commercial Interest Reference Rate) means four point eight nine per cent. (4.89%)
per annum being the fixed rate in force for medium and long term export credits in euro
according to the Organisation for Economic Co-operation and Development rules as determined
by the competent French Authorities.Cofacemeans Compagnie Française dAssurance pour le Commerce Extérieura French société
anonymewith its registered office at 12 Cours Michelet, La Défense, 92800 Puteaux, France,
registered with the Registry of Commerce and Companies of Nanterre under number 552 069 791.Coface Insurance Policymeans the insurance policy in respect of this Agreement to be
issued by Coface for the benefit of the Lenders, in form and substance satisfactory to the
Agent and the Lenders.Coface Premiummeans the amount payable by the Borrower to Coface through the Agent on the
Delivery Date in respect of the Coface Insurance Policy which shall be [**] of the Total Financed Contract Price.Commitmentmeans:
 (a)
    
    in relation to an Original Lender, [**] of the
Maximum Loan Amount and the amount of any other Commitment transferred to it under this
Agreement; and(b)
    
    in relation to any other Lender, the amount of any Commitment transferred to it
under this Agreement,
 to the extent not increased, cancelled, reduced or transferred by it under this Agreement.Compulsory Acquisitionmeans requisition for title or other compulsory acquisition of the
Vessel including her capture, seizure, detention or confiscation or expropriation but
excluding any requisition for hire by or on behalf of any government or governmental
authority or agency or by any persons acting or purporting to act on behalf of any such
government or governmental authority or agency.Contract Pricemeans the total price payable by the Borrower to the Builder for the Vessel
in accordance with the Building Contract being, as at the date of the Building Contract,
seven hundred and thirty five million euro (EUR735,000,000).Delivery Datemeans the date and time stated in the Protocol of Delivery and Acceptance.
 17




---



##### 



Document of Compliancemeans a document issued to the Vessels operator as evidence of its
compliance with the requirements of the ISM Code.Dollarand USDmean the lawful currency of the United States of America.Drawdown Datemeans the date on which the Loan is drawn down and applied in accordance
with Clause 2.Drawdown Noticemeans the drawdown notice and certificate duly executed by the Borrower
substantially in the form of Appendix IV.Earningsmeans, in respect of the Vessel, (whether earned or to be earned) any and all
freights, hire, fares and passage monies, proceeds of requisition (other than proceeds of
Compulsory Acquisition), rebates and commissions, all earnings deriving from contracts of
employment, demurrage, charterparties, contracts of affreightment, pooling agreements and
joint ventures, compensation, remuneration for salvage and towage services, damages
howsoever arising and detention monies, damages for breach of any charterparty or other
contract for the employment of the Vessel, any amounts payable in consideration of the
termination or variation of any charterparty or other such contract and any other earnings
whatsoever due or to become due to the Borrower.Encumbrancemeans any mortgage, charge, pledge, lien, assignment, hypothecation, title
retention, preferential right or trust arrangement or any other security agreement or
arrangement.EONIAmeans the weighted average overnight rate calculated by the European Central Bank on
all overnight unsecured lending transactions carried out in the euro area interbank money
market and reported by the panel of reference banks selected for the calculation of the
EONIA. This annual rate is published on page 247 of the Bridge/Telerate server or any other
page as may replace such page, by the Banking Federation of the European Union prior to the
start of operations on the TARGET Day following its reporting to the European Central Bank
(D+1) by the reference banks.euroand EURmeans the single currency of the Participating Member States.Event of Defaultmeans any one of the events specified in Clause 13.2.Facility Officemeans the office or offices notified by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five
(5) Business Days written notice) as the office or offices through which it will perform
its obligations under this Agreement.Financed Contract Pricemeans the lesser of five hundred and eighty eight million euro
(EUR588,000,000) and eighty per cent. (80%) of the Contract Price less the Change Order
Amount.Financed Change Order Amountmeans the lesser of fifty eight million eight hundred
thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount.Finance Partymeans the Agent, a Mandated Lead Arranger or a Lender and its successors in
title, permitted assignees and permitted transferees.Financial Indebtednessmeans any obligation for the payment or repayment of money, whether
as principal or as surety and whether present or future, actual or contingent.
 18




---



##### 



First Supplemental Deedmeans the first supplemental deed dated 21 December 2007 to this
Agreement.French Authoritiesmeans the Direction Générale du Trésor et de la Politique Economiqueof
the French Ministry of Economy and Finance, any successors thereto, or any other authority
in or of the French Republic having jurisdiction over and responsibility for the provision,
management or regulation of the terms, conditions and issuance of export credits in or for
the French Republic including (inter alia) such entities to whom authority in respect of
extension or administration of export financing matters have been delegated, such as Coface.Fundmeans Apollo Management VI, LP a Delaware limited partnership with its principal
place of business at 9 West 57th Street, 43rd Floor, New York, NY
10019, United States of America and other affiliated co-investment partnerships.Fund Affiliatemeans the Investors and (a) each other Affiliate (as defined in Appendix V)
of the Fund that is neither a portfolio company (which means a company actively engaged in
providing goods to unaffiliated customers), whether or not controlled, nor a company
controlled by a portfolio company and (b) any individual who is a partner or employee of
Apollo Management, LP, Apollo Management IV, LP or Apollo Management V, LP.GAAPmeans generally accepted accounting principles in the United States of America
consistently applied (or, if not consistently applied, accompanied by details of the
inconsistencies) including, without limitation, those set forth in the opinion and
pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board.Groupmeans the Guarantor and its Subsidiaries.Guaranteemeans the guarantee of the obligations of the Borrower under this Agreement to
be signed by the Guarantor and to be in the agreed form.Guarantormeans NCL Corporation Ltd., a company incorporated in and existing under the
laws of Bermuda with registration number EC34678 and with its registered office at Milner
House, 18 Parliament Street, Hamilton HM 12, Bermuda.IAPPCmeans a valid international air pollution prevention certificate for the Vessel
issued under Annex VI.Insurancesmeans all policies and contracts of insurance and entries of the Vessel in a
protection and indemnity or war risks association which are effected in respect of the
Vessel, her freights, disbursements, profits or otherwise and all benefits, including all
claims and returns of premiums thereunder and shall also include all compensation payable by
virtue of Compulsory Acquisition.Intended Delivery Datemeans 31 May 2010 (the date on which the Vessel will be ready for
delivery pursuant to the Building Contract as at the date of this Agreement) or any other
date notified by the Borrower to the Agent in accordance with Clause 27 as being the date on
which the Vessel will be ready for delivery pursuant to the Building Contract.Investor Imeans NCL Investment Ltd. a company organised and existing under the laws of
Bermuda with its registered office at Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda.
 19




---



##### 



Investor IImeans NCL Investment II Ltd. a company organised and existing under the laws
of the Cayman Islands with its registered office at c/o Walkers SPV Limited, Walker House,
87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies.Investorsmeans Investor I and Investor II.ISM Codemeans the International Management Code for the Safe Operation of Ships and for
Pollution Prevention adopted by the International Maritime Organisation.ISPS Codemeans the International Ship and Port Facility Security Code adopted by the
International Maritime Organisation.Lendermeans:
 (a)
    
    any Original Lender; and(b)
    
    any bank or financial institution which has become a Party in accordance with
Clause 18,
 which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.Loanmeans the aggregate of the amount of the Total Financed Contract Price paid to the
Builder pursuant to Clause 2.1.1 and the amount of the Coface Premium reimbursed to the
Agent pursuant to Clause 2.1.2 as such amount may be increased or decreased pursuant to the
terms of this Agreement or (as the context may require) the amount thereof for the time
being drawn down and outstanding hereunder.Management Agreementmeans the management agreement entered or to be entered into between
the Borrower and the Manager with respect to the Vessel.Managermeans NCL (Bahamas) Ltd., a company incorporated in and existing under the laws of
Bermuda with registration number EC34680 and with its registered office at Milner House, 18
Parliament Street, Hamilton HM 12, Bermuda.Maritime Registrymeans the maritime registry which the Borrower will specify to the
Lenders no later than three (3) months before the Intended Delivery Date, being that of the
Bahamas or such other registry as the Lenders may in their discretion agree.Maximum Loan Amountmeans the amount of six hundred and sixty two million nine hundred and
five thousand three hundred and twenty euro (EUR662,905,320).Mortgagemeans the first priority mortgage and, if applicable, deed of covenants
collateral thereto over the Vessel in favour of the Finance Parties, to be granted as
provided for in Clause 16 and to be in the agreed form.NCL America Holdingsmeans NCL America Holdings, Inc. of Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, United States of America.NCL Internationalmeans NCL International, Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda.Obligorsmeans the Borrower, the Guarantor and the Manager.
 20




---



##### 



Participating Member Statemeans any member state of the European Union that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.Partymeans a party to this Agreement.Permitted Liensmeans:
 (a)
    
    any Encumbrance created by or pursuant to the Security Documents; and(b)
    
    liens on the Vessel up to an aggregate amount at any time not
exceeding [*] for current crews wages and salvage and liens
incurred in the ordinary course of trading the Vessel; and
 in the case of the Manager in respect of paragraph (d) only and in the case of the
Guarantor:
 (c)
    
    any deposits or pledges to secure the performance of bids, tenders, bonds or
contracts;(d)
    
    any other Encumbrance notified by any of the Obligors to the Agent prior to
the date hereof;(e)
    
    subject to clause 10.6 of the Guarantee, any Encumbrances in respect of
existing Financial Indebtedness of a person which becomes a Subsidiary of the
Guarantor or is merged with or into the Guarantor or any of its Subsidiaries;(f)
    
    liens on assets leased, acquired or upgraded after the date hereof or assets
newly constructed or converted after the date hereof provided that (i) such liens
secure Financial Indebtedness otherwise permitted under this Agreement (ii) such liens
are incurred within one (1) year following such lease, acquisition, upgrade,
construction or conversion and (iii) the Financial Indebtedness secured by such liens
does not exceed the cost of such upgrade or the cost of such assets acquired or
leased;(g)
    
    statutory and other similar liens arising in the ordinary course of business
unrelated to Financial Indebtedness and securing obligations not yet delinquent or
which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established;(h)
    
    subject to Clause 13.2.9, liens arising out of the existence of judgments or
awards in respect of the Guarantor or any of its Subsidiaries; and(i)
    
    any deposits, liens or other Encumbrances placed or incurred in connection
with any bond or other surety from time to time provided to the US Federal Maritime
Commission in order to comply with laws, regulations and rules applicable to the
operators of passenger vessels operating to or from ports in the United States of
America,
 provided that the aggregate amount of all cash and the fair market value of all other
property subject to such liens as are described in paragraphs (f) to (h) above does not
exceed [*] and provided further that any such lien
as is described in paragraphs (f) to (h) above does not imperil the security created by any
of the Security Documents and/or affect the ability of any Obligor duly to perform any of
its obligations under any Security Document to which it is or may be a party at any time,
in each case in the opinion of the Agent.
 21




---



##### 



Protocol of Delivery and Acceptancemeans the protocol of delivery and acceptance of the
Vessel to be signed by the Borrower and the Builder in accordance with article 7, clause
1.3(i) of the Building Contract.Reimbursement Agreementmeans the reimbursement and distribution agreement dated 17 August
2007, by and among Investor I, Star and the Guarantor.Safety Management Certificatemeans a document issued to the Vessel as evidence that the
Vessels operator and its shipboard management operate in accordance with an approved Safety
Management System.Safety Management Systemmeans a structured and documented system enabling the personnel
of the Vessels operator to implement effectively the safety and environmental protection
policy of that Vessel operator.Security Documentsmeans this Agreement, the Guarantee, the Mortgage, the Assignment of
Warranty Rights, the Assignment of Insurances, the Assignment of Earnings, the Assignment of
Management Agreement and all such other documents as may be executed at any time in favour
of the Finance Parties or any of them as security for the obligations of the Borrower and
the other Obligors whether executed pursuant to the express provisions of this Agreement or
otherwise howsoever.Security Periodmeans the period beginning on the Drawdown Date and ending on the date on
which the amounts outstanding under this Agreement and under each of the other Security
Documents are finally paid or repaid in full.Shareholders Agreementmeans the shareholders agreement dated 17 August 2007 made or to
be made between Star, the Investors (directly in the case of Investor I and by way of
joinder in the case of Investor II) and the Guarantor.Starmeans Star Cruises Limited a company organised and existing under the laws of Bermuda
with its registered office at Canons Court, 22 Victoria Street, Hamilton HM 12, Bermuda.Subscription Agreementmeans the subscription agreement dated 17 August 2007 made or to be
made between Star, the Investors (directly in the case of Investor I and by way of
assignment in the case of Investor II) and the Guarantor.Subsidiarymeans, with respect to the Guarantor, any company or corporation of which more
than fifty per cent. (50%) of the outstanding share capital having ordinary voting power to
elect a majority of the board of directors of such company or corporation (irrespective of
whether at the time share capital of any other class or classes of such company or
corporation shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by the Guarantor, by the Guarantor and one or more
other Subsidiaries of the Guarantor, or by one or more other Subsidiaries of the Guarantor.TARGET(Trans-European Automated Real-time Gross settlement Express Transfer) means the
European real time gross settlement system managed by the European Central Bank and linking
the real time gross settlement systems of the Member States of the European Union.TARGET Daymeans the day when the TARGET (Trans-European Automated Real-Time Gross
settlement Express Transfer) system is open.
 22




---



##### 



Taxesmeans all present and future income and other taxes, levies, imposts, deductions,
compulsory liens and withholdings whatsoever together with interest thereon and penalties
with respect thereto, if any, and any payments made on or in respect thereof and Taxation
shall be construed accordingly.Termination Datemeans the date falling [**] years after the
Delivery Date.Total Commitmentsmeans the aggregate of the Commitments, being six hundred and sixty two
million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320).Total Financed Contract Pricemeans the aggregate of:
 (a)
    
    the Financed Contract Price; and(b)
    
    the Financed Change Order Amount.
 Total Lossmeans the actual or constructive or compromised or agreed or arranged total
loss or the Compulsory Acquisition of the Vessel, including any such total loss as may arise
during a requisition for hire.Total Loss Datemeans:
 (a)
    
    in the case of an actual total loss of the Vessel, the actual date on which the
Vessel was lost or, if such date is not known, the date on which the Vessel was last
reported; or(b)
    
    in the case of a constructive total loss of the Vessel, or in the case of a
compromised or arranged total loss of the Vessel, the date of the event giving rise to
the claim for such constructive total loss or to the claim for a compromised or
arranged total loss; or(c)
    
    in the case of a Compulsory Acquisition on the date of the Compulsory
Acquisition.
 Transaction Documentsmeans the Security Documents, the Building Contract, the Drawdown
Notice, the Management Agreement and any other material document now or hereafter issued in
connection with the documents or the transaction referred to in this Agreement.Transfer Certificatemeans a certificate substantially in the form set out in Appendix III
or any other form agreed between the Agent and the Borrower.Transfer Datemeans, in relation to a transfer, the later of:
 (a)
    
    the proposed Transfer Date specified in the Transfer Certificate; and(b)
    
    the date on which the Agent executes the Transfer Certificate.
 Vesselmeans the passenger cruise vessel referred to in Recital (A) of this Agreement and
more specially described in the Building Contract, and, to the extent the context permits,
includes all manuals, logs and technical records relating to the said vessel.
 23




---



##### 



1.2
    
    ConstructionReferences in this Agreement to a document in the agreed form are to the form of the
relevant document which is attached to the security letter of the same date as this
Agreement or to such other form as the parties hereto may from time to time agree, subject
to modification in accordance with the provisions of the security letter.A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or to enjoy the benefit of any term of this Agreement.A provision of law including but without limitation a regulation is a reference to that
provision or regulation as amended or re-enacted from time to time and a regulation includes
any regulation, rule, official directive, request or guideline (whether or not having the
force of law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation.2.
    
    AVAILABILITY OF THE LOAN2.1
    
    CommitmentEach of the Lenders shall (in proportion to its share of the Total Commitments) make
available to the Borrower a loan in a maximum amount of six hundred and two million six
hundred and forty one thousand two hundred euro (EUR602,641,200) intended to:
 2.1.1
    
    be paid to the Builder up to a maximum amount of five hundred and eighty eight
million euro (EUR588,000,000) corresponding to eighty per cent. (80%) of the Contract
Price of the Vessel prior to any Change Order;2.1.2
    
    reimburse the Agent up to an amount of fourteen million six hundred and forty
one thousand two hundred euro (EUR14,641,200) corresponding to one hundred per cent.
(100%) of the related Coface Premium payable to Coface.
 In the event that the Contract Price for the Vessel prior to any Change Order increases
pursuant to the terms of the Building Contract, the Lenders agree, if the Borrower so
requests in the Drawdown Notice, to increase the maximum amount of the Loan by:
 2.1.3
    
    up to an amount of fifty eight million eight hundred thousand euro
(EUR58,800,000) (being ten per cent. (10%) of the Financed Contract Price) to pay to
the Builder up to eighty per cent. (80%) of the Change Order Amount; and2.1.4
    
    up to an amount of [**] to reimburse the Agent
[**] of the related Coface Premium payable to Coface.
 2.2
    
    PurposeThe Loan may only be used to pay for goods and services of French origin. However, within
the limits and under the conditions fixed by the French Authorities, this may be extended to
cover goods and services incorporated in deliveries made by the Builder and originating from
countries other than the Borrowers country and France, which have been sub-contracted by
the Builder and therefore remain under the Builders responsibility.
 24




---



##### 



3.
    
    DRAWING3.1
    
    Conditions precedentThe Borrower may only draw under the Loan when the following conditions have been fulfilled
to the satisfaction of the Lenders and provided no Event of Default shall have occurred and
is continuing or be likely to occur:
 3.1.1
    
    No later than the date of this Agreement:
 (a)
    
    Receipt by the Agent of an opinion of legal counsel to the
Lenders as to Bermudan law, together with the corporate documentation of the
Borrower supporting the opinion, including but without limitation the
Memorandum of Association and Bye-laws as filed with the competent authorities
and a certificate of a competent officer of the Borrower containing specimen
signatures of the persons authorised to sign the documents on behalf of the
Borrower, to the effect that:
 (i)
    
    the Borrower has been duly organized and is
validly existing as a company under the laws of Bermuda;(ii)
    
    this Agreement falls within the scope of the
Borrowers corporate purpose as defined by its Memorandum of Association
and Bye-laws;(iii)
    
    the Borrowers representatives were at the date
of this Agreement fully empowered to sign this Agreement;(iv)
    
    either all administrative requirements applicable
to the Borrower (whether in Bermuda or elsewhere) concerning the
transfer of funds abroad and acquisitions of euro to meet its
obligations hereunder have been complied with, or that there are no such
requirements; and(v)
    
    this Agreement is the legal, valid and binding
obligations of the Borrower enforceable in accordance with their terms
(containing such exceptions as are standard for opinions of this type).
 (b)
    
    Receipt by the Agent of an opinion of legal counsel to the
Agent as to English law confirming that the obligations of the Borrower under
this Agreement are legally valid and binding obligations enforceable by the
relevant Finance Parties in the English courts.(c)
    
    Receipt by the Agent of a Certified Copy of the executed
Building Contract.(d)
    
    Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for the Borrower as agent for service of
process in England in respect of this Agreement.
 3.1.2
    
    No later than ten (10) Business Days after the date of this Agreement:
 (a)
    
    Receipt by the Agent of an opinion of legal counsel to the
Lenders as to Bermudan law, together with the corporate documentation of the
Guarantor supporting the opinion, including but without limitation the
Memorandum of Association and Bye-laws as filed with the competent authorities
and a certificate of a competent officer of the Guarantor
 25




---



##### 



containing specimen signatures of the persons authorised to sign the
documents on behalf of the Guarantor, to the effect that:
 (i)
    
    the Guarantor has been duly organized and is
validly existing as a company under the laws of Bermuda;(ii)
    
    the Guarantee falls within the scope of the
Guarantors corporate purpose as defined by its Memorandum of
Association and Bye-laws;(iii)
    
    the Guarantors representative was at the date
of the Guarantee fully empowered to sign the Guarantee;(iv)
    
    either all administrative requirements applicable
to the Guarantor (whether in Bermuda or elsewhere) concerning the
transfer of funds abroad and acquisitions of euro to meet its
obligations under the Guarantee have been complied with, or that there
are no such requirements; and(v)
    
    the Guarantee is the legal, valid and binding
obligations of the Guarantor enforceable in accordance with their terms
(containing such exceptions as are standard for opinions of this type).
 (b)
    
    Receipt by the Agent of the executed Guarantee and a
statement confirming that the Guarantor is in compliance with its obligations
under clauses 11.1 and 11.3 of the Guarantee. The statement shall be signed
by the chief financial officer of the Group (as such term is defined in clause
11.4 of the Guarantee), be in the form of schedule 1 to the Guarantee and be
for the financial quarter ending 30 June 2006.(c)
    
    Receipt by the Agent of an opinion of legal counsel to the
Agent as to English law confirming that the obligations of the Guarantor under
the Guarantee are legally valid and binding obligations enforceable by the
relevant Finance Parties in the English courts.(d)
    
    Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for the Guarantor as agent for service of
process in England in respect of the Guarantee.
 3.1.3
    
    No later than three (3) months before the Intended Delivery Date, receipt by
the Agent of notification from the Borrower:
 (a)
    
    of its preferred Maritime Registry; and(b)
    
    that each of the Apollo-Related Transactions has been
completed.
 3.1.4
    
    On the date falling ninety (90) days before the Intended Delivery Date and on
each subsequent date prior to the Drawdown Date on which a statement in the form of
schedule 1 to the Guarantee is to be received by the Agent pursuant to clause 9.2.5 of
the Guarantee, receipt by the Agent of a statement confirming that the Guarantor is in
compliance with its obligations under clauses 11.1 and 11.3 of the Guarantee. The
statement shall be signed by the chief financial officer of the Group (as such term is
defined in clause 11.4 of the Guarantee), be in the form of schedule 1 to the Guarantee
and be for the last financial quarter in respect of which the Guarantor is obliged to
provide such a statement pursuant to clause 9.2.5 of the Guarantee.
 26




---



##### 



3.1.5
    
    No later than sixty (60) days before the Intended Delivery Date, receipt by
the Agent of notification from the Borrower of the Intended Delivery Date.3.1.6
    
    No later than ten (10) Business Days before the Intended Delivery Date,
receipt by the Agent of insurance documents in form and substance satisfactory to the
Lenders confirming that the Insurances have been effected and will be in full force and
effect on the Delivery Date.3.1.7
    
    No later than five (5) Business Days before the Intended Delivery Date,
receipt by the Agent of:
 (a)
    
    the Drawdown Notice from the Borrower, signed by a duly
authorised signatory of the Borrower, specifying the amount of the Loan to be
drawn down;(b)
    
    a Certified Copy of each of the Change Orders and of the
power of attorney pursuant to which the authorised signatory of the Borrower
signed the Drawdown Notice and a specimen of his signature; and(c)
    
    a copy of the notice of delivery given by the Builder to the
Borrower pursuant to and in accordance with article 7, clause 1.1 of the
Building Contract.
 3.1.8
    
    No later than the Delivery Date:
 (a)
    
    Receipt by the Agent of a legal opinion of counsel to the
Lenders as to Bermudan law together with the corporate documentation of the
Borrower and the Manager supporting such opinions, including but without
limitation, in the case of the Manager, the Memorandum of Association and
Bye-laws as filed with the competent authorities and a certificate of a
competent officer of the Borrower and the Manager containing specimen
signatures of the persons authorised to sign the documents on behalf of the
Borrower and the Manager, confirming that:
 (i)
    
    the Lenders may continue to rely on the legal
opinion given pursuant to Clause 3.1.1(a)(i);(ii)
    
    the Mortgage, the Assignment of Warranty Rights,
the Assignment of Insurances, the Assignment of Earnings and the
Assignment of Management Agreement fall within the scope of the
Borrowers corporate purpose as defined by its Memorandum of Association
and Bye-laws and are binding on it;(iii)
    
    the Assignment of Insurances (if applicable) and
the acknowledgement of the notice of assignment of the Management
Agreement fall within the scope of the Managers corporate purpose as
defined by its Memorandum of Association and Bye-laws and are binding on
it; and(iv)
    
    the Borrowers representatives are fully
empowered to sign the Protocol of Delivery and Acceptance, the Mortgage,
the Assignment of Warranty Rights, the Assignment of Insurances, the
Assignment of Earnings and the Assignment of Management Agreement and
the Managers representatives are fully empowered to sign the Assignment
of Insurances (if applicable) and the acknowledgement of the notice of
assignment of the Management Agreement.
 27




---



##### 



(b)
    
    Receipt by the Agent of evidence of payment to the Builder
of:
 (i)
    
    the four (4) pre-delivery instalments of the
Contract Price; and(ii)
    
    any other part of the Contract Price as at the
Delivery Date not being financed hereunder.
 (c)
    
    Evidence that:
 (i)
    
    the Vessel is at least provisionally registered
in the name of the Borrower in the Maritime Registry;(ii)
    
    title to the Vessel is held by the Borrower free
of all Encumbrances other than any maritime lien in respect of crews
wages and trade debts arising out of equipment, consumable and other
stores placed on board the Vessel prior to or concurrently with
delivery, none of which is overdue;(iii)
    
    the Mortgage has been duly registered in the
Maritime Registry and constitutes a first priority security interest
over the Vessel and that all taxes and fees payable to the Maritime
Registry in respect of the Vessel have been paid in full.
 (d)
    
    Receipt by the Agent of a Certified Copy of a classification
certificate (or interim classification certificate) showing the Vessel to be
classed in accordance with Clause 9.4.3.(e)
    
    Receipt by the Agent of duly executed originals of the
Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the
Assignment of Earnings and the Assignment of Management Agreement together
with relevant notices of assignment and the acknowledgement of the notice of
assignment of the Management Agreement.(f)
    
    Receipt by the Agent of all amounts which are due and payable
hereunder by the Borrower on or prior to the Delivery Date.(g)
    
    Receipt by the Agent of a legal opinion of counsel to the
Lenders as to the law of the Maritime Registry confirming:
 (i)
    
    the valid registration of the Vessel in the
Maritime Registry; and(ii)
    
    the Mortgage over the Vessel has been validly
registered in the Maritime Registry.
 (h)
    
    Receipt by the Agent of an opinion of legal counsel to the
Agent as to English law confirming that the obligations of the Borrower under
the deed of covenants constituting part of the Mortgage (if applicable), the
Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of
Earnings and the Assignment of Management Agreement are legally valid and
binding obligations enforceable by the relevant Finance Parties in the English
courts.(i)
    
    Receipt by the Agent of a certificate from the Borrower,
signed by an authorised representative of the Borrower, attesting that the
representations and warranties contained in Clause 9 are true and correct as
of the Delivery Date in consideration of the facts and circumstances existing
as of the Delivery Date.
 28




---



##### 



(j)
    
    Receipt by the Agent of the documents mentioned in Appendix
I.(k)
    
    Receipt by the Agent of a Certified Copy of the executed
Management Agreement.(l)
    
    Receipt by the Agent of a Certified Copy of the carrier
initiative agreement executed pursuant to Clause 10.16 or evidence of any
voluntary arrangements made under the Customs-Trade Partnership Against
Terrorism of the United States of America pursuant to Clause 10.16, any
current certificate of financial responsibility in respect of the Vessel
issued under OPA, a valid Safety Management Certificate (or interim Safety
Management Certificate) issued to the Vessel in respect of its management by
the Manager pursuant to the ISM Code, a valid Document of Compliance (or
interim Document of Compliance) issued to the Manager in respect of ships of
the same type as the Vessel pursuant to the ISM Code, a valid International
Ship Security Certificate issued to the Vessel in accordance with the ISPS
Code and a valid IAPPC issued to the Vessel in accordance with Annex VI.(m)
    
    Receipt by the Agent of a Certified Copy of the power of
attorney pursuant to which the authorised signatory(ies) of the Borrower
signed the documents referred to in this Clause 3.1.6 and to which the
Borrower is a party and a specimen of his or their signature(s).(n)
    
    Receipt by the Agent of a confirmation from Clifford Chance
Secretaries Limited that it will act for each of the relevant Obligors as
agent for service of process in England in respect of the deed of covenants
constituting part of the Mortgage (if applicable), the Assignment of Warranty
Rights, the Assignment of Insurances, the Assignment of Earnings and the
Assignment of Management Agreement.(o)
    
    The Coface Insurance Policy documentation relating to the
transactions contemplated by this Agreement has been received by the Agent and
remains in full force and effect, the Agent having notified the Borrower of
the issue of the Coface Insurance Policy in form and substance satisfactory to
the Lenders as soon as practicable after its issue.
 3.2
    
    Borrowers irrevocable payment instructionsThe Lenders shall not be obliged to fulfil their obligation to make the Loan available other
than by paying the Builder the Total Financed Contract Price (or (as the context may
require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by
reimbursing the Agent for the related Coface Premium.The Borrower hereby instructs the Lenders in accordance with this Clause 3.2:
 3.2.1
    
    to pay to the Builder:
 (a)
    
    the amount in euro remaining due under the Building Contract
up to an amount equal to the lesser of five hundred and eighty eight million
euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the
Vessel prior to any Change Order; and(b)
    
    subject to Clause 2.2, the amount in euro up to the lesser of
fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per
cent. (80%) of the Change Order Amount capped at [****][Confidential
 29




---



##### 



Treatment] per cent. [****][Confidential Treatment] of the Financed Contract
Price; and
 3.2.2
    
    to reimburse the Agent, by drawing under the Loan, the related Coface Premium.
 The payment instruction contained in this Clause 3.2 is irrevocable.Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on
the Delivery Date of the Vessel during usual banking hours in the French Republic to the
Builders account as specified by the Builder in accordance with the Building Contract after
receipt and verification by the Agent of the documents provided under Appendix I.Verification of the documents provided under Appendix I shall be limited to checking their
apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits
  ICC Publication 500 (UCP 500 latest revision).The Borrower expressly acknowledges that the payment terms set out in this Clause may only
be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in
the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower
in the case of Clause 3.2.2.Drawing may not be made under this Agreement (and the Loan shall not be available) after the
earlier of the Delivery Date and the Availability Termination Date.However, the Lenders will use their best efforts to agree to a postponement of the
Availability Termination Date upon application by the Borrower accompanied by an explanation
in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the
Availability Termination Date. The Borrower acknowledges that any such postponement is
subject to the prior written approval of Coface.4.
    
    REPAYMENT OF LOAN AND PAYMENT OF INTERESTThe Borrower shall repay to the Lenders the principal amount of the Loan drawn down under
this Agreement together with interest on the Loan at the CIRR from the Drawdown Date by
twenty four (24) consecutive equal half yearly instalments. The first instalment of
principal and interest shall be due six (6) months after the Delivery Date and the final
instalment shall be due on the Termination Date together with all other sums due under this
Agreement. The interest shall be calculated on the actual number of days elapsed divided by
three hundred and sixty (360).The amount of each instalment of principal and interest will be calculated by the Agent
following the Drawdown Date. The Agent shall deliver to the Borrower and the Lenders as
soon as practicable following such calculation and in any event no later than ten (10)
Business Days after the Drawdown Date, a repayment schedule setting out the dates and the
amounts of the instalments up to and including the Termination Date.The repayment schedule shall be sent by fax and, in the case of the Borrower, by
international express courier.In the absence of manifest error, the repayment schedule will constitute an unconditional
and irrevocable undertaking by the Borrower to pay the Lenders the amounts of principal and
interest set out therein.
 30




---



##### 



The Borrower reserves the right to inform the Agent within ten (10) Business Days of receipt
of the repayment schedule by courier if it contains a material error and to request its
correction.5.
    
    CLAIMS OR DEFENCES MAY NOT BE OPPOSED TO THE LENDERSThe Borrower may not escape liability under the terms of this Agreement by opposing to the
Lenders claims or defences of any kind whatsoever arising under the Building Contract, and
in particular from its performance, or from any other relationship between the Borrower and
the Builder.6.
    
    COFACE PREMIUMThe Coface Premium is due and payable on or prior to the Drawdown Date and proportionally to
the amount of the Loan drawn down under this Agreement. A minimum non-refundable premium,
being one thousand five hundred and fifteen euro (EUR1,515), shall be paid to Coface upon
signature of the Coface Insurance Policy. Otherwise, no Coface Premium is due if the Loan
is not drawn down. Except as otherwise stated below in the case of a prepayment, the Coface
Premium is not refundable for any reason whatsoever.The Borrower has requested and the Lenders have agreed to finance [**] per cent. [**] of the Coface Premium payable under this
Agreement in accordance with Clauses 2.1.2 and 2.1.4 up to the amount being
[**].Consequently, the Borrower hereby irrevocably instructs the Agent to pay the Coface Premium
to Coface on the Borrowers behalf and the financing of such payment shall be made by
drawing under the Loan in accordance with Clauses 2.1.2 and 2.1.4 of this Agreement.
Notwithstanding any other provision of this Agreement, the Borrower acknowledges that the
obligation of the Borrower to reimburse the Lenders for the full amount of the Coface
Premium referred to in this Agreement as and when it arises is absolute and unconditional.The Coface Premium financed by the Loan will be repayable in any event by the Borrower to
the Lenders in the manner specified in Clause 4 and under any and all circumstances
including but without limitation in the event of prepayment or acceleration of the Loan.If the Loan is prepaid in whole or in part by the Borrower and if no amounts are then due
and unpaid by the Borrower to the Finance Parties, the Agent will, on receipt from Coface,
refund to the Borrower the portion of the Coface Premium reimbursed by Coface. If there is
an amount due and unpaid by the Borrower to the Finance Parties, the Agent shall apply any
amount received from Coface in accordance with Clause 17.Any refund of the Coface Premium will not exceed eighty per cent. (80%) of the amount of the
Coface Premium for the period from the prepayment date to the Termination Date.7.
    
    FEESThe following fees shall be paid to the Agent by the Borrower as required hereunder:
 7.1.1
    
    For the Mandated Lead Arrangers, an arrangement fee equal to
[**] per cent. [**] of the Maximum
Loan Amount payable:
 31




---



##### 



(a)
    
    as to [**] per cent.
[**] of such fee amount within ten (10) Business
Days after the date of this Agreement; and(b)
    
    unless this Agreement is terminated pursuant to Clause 29, as
to [**] per cent. [**] of
such fee amount on the first anniversary of the date of this Agreement.
 7.1.2
    
    For the Lenders, a commitment fee for the period from the date of this
Agreement to the Delivery Date of the Vessel, or the date of receipt by the Agent of
the written termination notice sent by the Borrower as described in Clause 29,
whichever is the earliest, computed at the rate of:
 (a)
    
    [**] per cent. [**] per annum for the first two (2) years after the date of this
Agreement; and(b)
    
    [**] per cent. [**] per annum thereafter.This commitment fee shall be calculated on the undrawn amount of the Maximum Loan
Amount and paid in arrears on the date falling six (6) months after the date of
this Agreement and on each date falling at the end of each following consecutive
six (6) month period, with the exception of the commitment fee due in respect of
the last period, which shall be paid on the Drawdown Date, or the date of receipt
by the Agent of the written termination notice sent by the Borrower as described in
Clause 29, whichever is the earliest. The commitment fee shall be calculated on
the actual number of days elapsed divided by three hundred and sixty (360).
 7.1.3
    
    For the Agent, an annual agency fee of [**] shall be
paid within ten (10) Business Days of the date of this Agreement and, unless this
Agreement is terminated pursuant to Clause 29, on or before each anniversary date
thereof until total repayment of the Loan.
 8.
    
    TAXES, INCREASED COSTS, COSTS AND RELATED CHARGES8.1
    
    All Taxes legally payable in France as a consequence of the signature or performance of this
Agreement shall be paid by the Lenders.8.2
    
    All Taxes legally payable outside France (other than taxes payable by each of the Lenders on
its overall net income) as a consequence of the signature or performance of this Agreement
shall be paid by the Borrower. In consequence, all payments of principal and interest,
interest on late payments, compensation, costs, fees and related charges, due in connection
with this Agreement shall be made without any deduction or withholding in respect of Taxes.
The Borrower therefore hereby agrees expressly that if for any reason full payment of the
above amounts is not made, it will immediately pay the Lenders the sums necessary to
compensate exactly the effect of the deductions or withholdings made in respect of Taxes. If
the Borrower fails to perform this obligation, the Lenders shall be entitled, in accordance
with Clause 13, either not to make available the Loan or, as the case may require, to require
immediate repayment of the Loan.If an additional payment is made under this Clause and any Lender or the Agent on its behalf
determines that it has received or been granted a credit against or relief of or calculated
with reference to the deduction or withholding giving rise to such additional payment, such
Lender or the Agent (as the case may be) shall, to the extent that it can do so without
prejudice to the retention of the amount of such credit, relief, remission or
 32




---



##### 



repayment and provided that it has received the cash benefit of such credit, relief or
remission, pay to the Borrower such amount as such Lender or the Agent shall in its
reasonable opinion have concluded to be attributable to the relevant deduction or
withholding. Any such payment shall be conclusive evidence of the amount due to the
Borrower hereunder and shall be accepted by the Borrower in full and final settlement of its
rights of reimbursement hereunder in respect of such deduction or withholding. Nothing
herein contained shall interfere with the right of any Lender and the Agent to arrange their
respective tax affairs in whatever manner they think fit.8.3
    
    If after the date of this Agreement by reason of:
 8.3.1
    
    any change in law or in its interpretation or administration; and/or8.3.2
    
    compliance with any request from or requirement of any central bank or other
fiscal, monetary or other authority including but without limitation the Basle
Committee on Banking Regulations and Supervisory Practices whether or not having the
force of law:
 (a)
    
    any of the Lenders incurs a cost as a result of its
performing its obligations under this Agreement and/or its advancing its
Commitment hereunder; or(b)
    
    there is any increase in the cost to any of the Lenders of
funding or maintaining all or any of the advances comprised in a class of
advances formed by or including its Commitment advanced or to be advanced by
it hereunder; or(c)
    
    any of the Lenders incurs a cost as a result of its having
entered into and/or its assuming or maintaining its commitment under this
Agreement; or(d)
    
    any of the Lenders becomes liable to make any payment on
account of Tax or otherwise (other than Tax on its overall net income) on or
calculated by reference to the amount of its Commitment advanced or to be
advanced hereunder and/or any sum received or receivable by it hereunder; or(e)
    
    any of the Lenders suffers any decrease in its rate of return
as a result of any changes in the requirements relating to capital ratios,
monetary control ratios, the payment of special deposits, liquidity costs or
other similar requirements affecting that Lender,
 then the Borrower shall from time to time on demand pay to the Agent for the account of the
relevant Lender or Lenders amounts sufficient to indemnify the relevant Lender or Lenders
against, as the case may be, such cost, such increased cost (or such proportion of such
increased cost as is in the reasonable opinion of the relevant Lender or Lenders
attributable to the funding or maintaining of its or their Commitment(s) hereunder) or such
liability.A Lender affected by any provision of this Clause 8.3 shall promptly inform the Agent after
becoming aware of the relevant change and its possible results (which notice shall be
conclusive evidence of the relevant change and its possible results) and the Agent shall, as
soon as reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under this Clause 8.3 and in
consultation with the Agent, the affected Lender will then take all such reasonable steps as
may be open to it to mitigate the effect of the change (for example (if then possible) by
changing its Facility Office or transferring some or all of its rights and
 33




---



##### 



obligations under this Agreement to another financial institution reasonably acceptable to
the Borrower and the Agent). The reasonable costs of mitigating the effect of any such
change shall be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third parties.
 8.4
    
    The Borrower undertakes to pay to the Agent, upon demand, all reasonable costs and expenses,
duties and fees, including but without limitation agreed legal costs, out of pocket expenses
and travel costs, incurred by the Mandated Lead Arrangers and the Original Lenders in
connection with the negotiation, preparation and execution of all agreements, guarantees,
security agreements and related documents entered into, or to be entered into, for the purpose
of the transaction contemplated hereby as well as all costs and expenses, duties and fees
incurred by the Lenders in connection with the registration, filing, enforcement or discharge
of the said guarantees or security agreements, including without limitation the fees and
expenses of legal advisers and insurance experts, the cost of registration and discharge of
security interests and the related travel and out of pocket expenses; the Borrower further
undertakes to pay to the Agent all costs, expenses, duties and fees incurred by the Lenders in
connection with any variation of this Agreement and the related documents, guarantees and
security agreements, any supplements thereto and waiver given in relation thereto, in
connection with the enforcement or preservation of any rights under this Agreement and/or the
related guarantees and security agreements, including in each case the fees and expenses of
legal advisers, and in connection with the consultations or proceedings made necessary by the
acts of, or failure to act on the part of, the Borrower.8.5
    
    The Borrower undertakes to pay to the Agent, upon demand, any reasonable costs necessarily
incurred by the Lenders in funding the Loan in the event that the Delivery Date is later than
the Intended Delivery Date unless the Borrower has given the Agent at least three (3) Business
Days notification of such delay in the Delivery Date.9.
    
    REPRESENTATIONS AND WARRANTIES9.1
    
    Duration
 9.1.1
    
    The representations and warranties in Clause 9.2 are made on the date 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.9.1.2
    
    The representations and warranties in Clause 9.3 are made on the date of this
Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the
facts and circumstances subsisting, as if made on the date falling sixty (60) days
before the Intended Delivery Date and thereafter 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.9.1.3
    
    The representations and warranties in Clause 9.4 are made on the Delivery Date
and shall be deemed to be repeated, with reference mutatis mutandis to the facts and
circumstances subsisting, as if made thereafter 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
    
    Continuing representations and warrantiesThe Borrower represents and warrants to each of the Lenders that:
 34




---



##### 



9.2.1
    
    StatusEach Obligor is a company duly organised, constituted and validly existing under
the laws of the country of its incorporation, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own and
charge its assets and carry on its business as it is now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to enter into and perform this Agreement and
those of the other Security Documents to which it is a party and the transactions
contemplated hereby and thereby and has taken all necessary action to authorise the
entry into and performance of this Agreement and such other Security Documents and
such transactions.9.2.3
    
    Legal validityThis Agreement, each other Transaction Document and each of the Apollo Transaction
Documents constitutes (or will constitute when executed) legal, valid and binding
obligations of each Obligor expressed to be a party thereto enforceable in
accordance with its respective terms and in entering into this Agreement and
borrowing the Loan, the Borrower is acting on its own account.9.2.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the other Transaction Documents,
the Apollo Transaction Documents and the transactions contemplated hereby and
thereby do not and will not conflict with:
 (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, except for
Permitted Liens.9.2.5
    
    ConsentsExcept for:
 (a)
    
    the filing of those Security Documents to be filed with the
Registrar of Companies in Bermuda; and(b)
    
    the registration of the Mortgage through the relevant
authority of the Maritime Registry,
 all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required in
connection with the entry into, performance, validity and enforceability of this
Agreement and each of the other Transaction Documents to which any Obligor is a
party and the transactions contemplated thereby have been obtained or effected and
are in full force and effect except authorisations, approvals,
 35




---



##### 



consents, licences, exemptions, filings and registrations required in the normal
day to day course of the operation of the Vessel and not already obtained by the
Borrower.
 9.2.6
    
    Accuracy of informationAll information furnished by any Obligor relating to the business and affairs of
any Obligor in connection with this Agreement and the other Transaction Documents
was and remains true and correct in all material respects and there are no other
material facts or considerations the omission of which would render any such
information misleading.9.2.7
    
    Full disclosureEach Obligor has fully disclosed 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.9.2.8
    
    Pari passu or priority statusThe claims of the Finance Parties against the Borrower under this Agreement will
rank at least pari passu with the claims of all unsecured creditors of the Borrower
(other than claims of such creditors to the extent that they are statutorily
preferred) and in priority to the claims of any creditor of the Borrower who is
also an Obligor.9.2.9
    
    SolvencyThe Borrower is and shall remain, after the advance to it of the Loan, solvent in
accordance with the laws of Bermuda and the United Kingdom and in particular with
the provisions of the Insolvency Act 1986 (as from time to time amended) and the
requirements thereof.9.2.10
    
    Winding-up, etc.Subject to clause 10.6 of the Guarantee, neither the Borrower nor any other Obligor
has taken any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief) threatened
against any of them for the reorganisation, winding-up, dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of any of them or any or all of their assets or revenues
nor has it sought any other relief under any applicable insolvency or bankruptcy
law.9.2.11
    
    AccountsThe consolidated audited accounts of the Guarantor for the period ending on 31
December 2005 (which accounts have been prepared in accordance with GAAP) fairly
represent the financial condition of the Guarantor as shown in such audited
accounts.9.2.12
    
    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
 36




---



##### 



their obligations under this Agreement or any of the other Transaction Documents or
by any relevant or applicable law.9.2.13
    
    Ownership of sharesAll the authorised and issued shares in each of the Borrower and the Manager shall
be legally and beneficially owned directly or indirectly by the Guarantor and such
structure shall remain so throughout the Security Period unless the prior consent
of the Lenders has been obtained. Further, no Event of Default has occurred under
clause 11.2 of the Guarantee in respect of the ownership and/or control of the
shares in the Guarantor.9.2.14
    
    Completeness of documentsThe copies of the Building Contract, the Management Agreement, the Apollo
Transaction Documents and any other relevant third party agreements including but
without limitation the copies of any documents in respect of the Insurances
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, subject to Clauses 10.14 and 10.25, 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.9.2.15
    
    Money launderingAny borrowing by the Borrower under this Agreement, and the performance of its
obligations under this Agreement and the other Transaction Documents, will be for
its own account and will not involve any breach by it of any law or regulatory
measure relating to money laundering as defined in Article 1 of the Directive
(91/308/EEC) of the Council of the European Communities.
 9.3
    
    Semi-continuing representations and warrantiesThe Borrower represents and warrants to each of the Lenders that:
 9.3.1
    
    No defaultNo event has occurred which constitutes a default under or in respect of any
Transaction Document to which any Obligor or the Builder is a party or by which any
Obligor or the Builder may be bound (including (inter alia) this Agreement) and no
event has occurred which constitutes a default under or in respect of any agreement
or document to which any Obligor is a party or by which any Obligor may be bound to
an extent or in a manner which might have a material adverse effect, in the opinion
of the Agent, on the ability of that Obligor to perform its obligations under the
Transaction Documents to which it is a party.9.3.2
    
    No encumbrancesNone of the assets or rights of any Obligor is subject to any Encumbrance except
Permitted Liens.9.3.3
    
    LitigationNo litigation, arbitration or administrative proceedings are current or pending or,
to its knowledge, threatened, which might, if adversely determined, have a
 37




---



##### 



material adverse effect on the ability of an Obligor to perform its obligations
under the Transaction Documents to which it is a party, save as disclosed by the
Guarantor in its most recent US Securities Exchange Commission filing.9.3.4
    
    Tax liabilitiesTo the best of its knowledge, each of the Obligors has complied with all taxation
laws in all jurisdictions in which it is subject to Taxation and has paid all Taxes
due and payable by it including but without limitation any disputed Taxes unless a
sufficient reserve has been made pending resolution of the dispute and no material
claims are being asserted against any of the Obligors with respect to Taxes, which
might, if such claims were successful, have a material adverse effect on the
ability of that Obligor to perform its obligations under the Transaction Documents
to which it is a party.9.3.5
    
    Ownership of assetsEach member of the Group has good and marketable title to all its assets which are
reflected in the audited accounts referred to in Clause 9.2.11.9.3.6
    
    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.9.3.7
    
    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 is in compliance
with all Environmental Approvals required to operate its business as presently
conducted or as reasonably anticipated to be conducted;
 38




---



##### 



(c)
    
    has not received any notice, claim, action, cause of action,
investigation or demand by any other person, alleging potential liability for,
or a requirement to incur, investigatory costs, clean-up costs, response
and/or remedial costs (whether incurred by a governmental entity or
otherwise), natural resources damages, property damages, personal injuries,
attorneys fees and expenses or fines or penalties, in each case arising out
of, based on or resulting from:
 (i)
    
    the presence or release or threat of release
into the environment of any Material of Environmental Concern at any
location, whether or not owned by such person; or(ii)
    
    circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law or
Environmental Approval (Environmental Claim); and
 there are no circumstances that may prevent or interfere with such full compliance
in the future.There is no material 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.
 9.4
    
    Representations on the Delivery DateThe Borrower further represents and warrants to each of the Lenders that on the Delivery
Date the Vessel will be:
 9.4.1
    
    in its absolute and unencumbered ownership save as contemplated by the
Security Documents;9.4.2
    
    at least provisionally registered in its name under the laws and flag of the
Maritime Registry;9.4.3
    
    classed with the highest classification available for a vessel of its type
free of all recommendations and qualifications with Det Norske Veritas;9.4.4
    
    operationally seaworthy and in compliance with all relevant provisions,
regulations and requirements (statutory or otherwise) applicable to ships registered
under the laws and flag of the Maritime Registry;9.4.5
    
    in compliance with the ISM Code, the ISPS Code and Annex VI;9.4.6
    
    insured in accordance with the provisions of Clause 10.20 and in compliance
with the requirements therein in respect of such insurances; and9.4.7
    
    managed by the Manager on and subject to the terms set out in the Management
Agreement.
 39




---



##### 



10.
    
    UNDERTAKINGS
 10.1
    
    Duration
 10.1.1
    
    The undertakings in Clauses 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10,
10.11, 10.13, 10.15, 10.17, 10.23, 10.24 and 10.25 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.10.1.2
    
    The undertakings in Clauses 10.12, 10.14, 10.16, 10.18, 10.19, 10.20, 10.21 and 10.22
shall apply with effect from, and shall remain in full force and effect after, the date
falling sixty (60) days before the Intended Delivery Date until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or any
of the other Security Documents.
 10.2
    
    InformationThe Borrower will provide to the Agent for the benefit of the Lenders (or will procure the
provision of):
 10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120) days
after the close of each of its financial years) a Certified Copy of its unaudited
accounts for that year and a Certified Copy of the audited accounts of the Guarantor
and its consolidated Subsidiaries for that year (commencing with accounts made up to 31
December in the year in which the Drawdown Date occurs in the case of the Borrower and
with accounts made up to 31 December 2005 in the case of the consolidated accounts of
the Guarantor);10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end of each
quarter of each financial year) a copy of the unaudited consolidated accounts of the
Guarantor for that quarter (commencing with unaudited accounts made up to 30 June
2006);10.2.3
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the Group as the Agent
may request for the benefit of the Finance Parties; and10.2.4
    
    details of any material litigation, arbitration or administrative proceedings which
affect any Obligor as soon as the same are instituted and served, or, to the knowledge
of the Borrower, threatened (and for this purpose proceedings shall be deemed to be
material if they involve a claim in an amount exceeding [**] Dollars or the equivalent in another currency).
 All accounts required under this Clause 10.2 shall be prepared in accordance with GAAP and
shall fairly represent the financial condition of the relevant company. In this Clause 10.2
and in Clause 9.3.5 Groupshall have the meaning ascribed to it in clause 11.4 of the
Guarantee.10.3
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon 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.
 40




---



##### 



10.4
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the Agent on
the request of 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 Drawdown Date the Borrower will
procure the filing or registration within applicable time limits of each Security Document
which requires filing or registration together with all ancillary documents required to
preserve the priority and enforceability of the Security Documents.10.5
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or any part
of its present or future assets, except for the following:
 10.5.1
    
    Encumbrances created with the prior written consent of the Lenders; or10.5.2
    
    Permitted Liens.
 10.6
    
    DisposalsExcept with the prior consent of all the Lenders, the Borrower shall not, 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 any of its assets except in the
case of items being replaced or renewed provided that the net impact is not a reduction in
the value of the Vessel.10.7
    
    Change of businessExcept with the prior consent of the Agent, the Borrower shall not make or threaten to make
any substantial change in its business as presently conducted, namely that of a single ship
owning company for the Vessel, or carry on any other business which is substantial in
relation to its business as presently conducted so as to affect, in the opinion of the
Agent, the Borrowers ability to perform its obligations hereunder and the Borrower will
procure that the other Obligors continue, throughout the Security Period, to perform their
current business activities provided that any change or discontinuation in the business
activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related
Transactions shall be permitted.10.8
    
    MergersExcept with the prior consent of the Lenders, the Borrower will not enter into any
amalgamation, restructure, substantial reorganisation, merger, de-merger or
consolidation or anything analogous to the foregoing nor will it acquire any equity,
share capital or obligations of any corporation or other entity.10.9
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate existence in
good standing and will ensure that it has the right and is duly qualified to conduct its
business as it is conducted in all applicable jurisdictions and will obtain and maintain all
franchises and rights necessary for the conduct of its business.
 41




---



##### 



10.10
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and correct
entries shall be made of all financial transactions and the assets, liabilities and business
of the Borrower in accordance with GAAP.10.11
    
    Financial indebtedness and subordination of indebtedness
 10.11.1
    
    Otherwise than in the ordinary course of business as owner of the Vessel, except as
contemplated by this Agreement and except any loan, advance or credit extended by the
Guarantor or any member of the Group which is a wholly owned Subsidiary of the
Guarantor, the Borrower will not create, incur, assume or allow to exist any financial
indebtedness, enter into any finance lease or undertake any material capital commitment
(including but not limited to the purchase of any capital asset).10.11.2
    
    The Borrower shall procure that any and all indebtedness (and in particular with any
other Obligor and/or any shareholder of the Guarantor) is at all times fully
subordinated to the Security Documents and the obligations of the Borrower hereunder.
Upon the occurrence of an Event of Default, the Borrower shall not make any repayments
of principal, payments of interest or of any other costs, fees, expenses or liabilities
arising from or representing such indebtedness. In this Clause fully subordinated
shall mean that any claim of the lender against the Borrower in relation to such
indebtedness shall rank after and be in all respects subordinate to all of the rights
and claims of the Finance Parties under this Agreement and the other Security Documents
and that the lender shall not take any steps to enforce its rights to recover any
monies owing to it by the Borrower and in particular but without limitation the lender
will not institute any legal or quasi-legal proceedings under any jurisdiction at any
time against the Vessel, her Earnings or Insurances or the Borrower and it will not
compete with the Finance Parties or any of them in a liquidation or other winding-up or
bankruptcy of the Borrower or in any proceedings in connection with the Vessel, her
Earnings or Insurances.
 10.12
    
    Pooling of earnings and chartersThe Borrower will not enter into in respect of the Vessel, nor permit to exist:
 10.12.1
    
    any pooling agreement or other arrangement for the sharing of any of the Earnings or
the expenses of the Vessel except with a member of the Group and provided that it does
not adversely affect the rights of the Finance Parties under the Assignment of Earnings
in the reasonable opinion of the Agent; or10.12.2
    
    any demise or bareboat charter; or10.12.3
    
    any charter whereunder two (2) months charterhire (or the equivalent thereof) is
payable in advance in respect of the Vessel; or10.12.4
    
    any charter of the Vessel or contract of affreightment or employment which, with the
exercise of options for extension, could be for a period longer than thirteen (13)
months; or10.12.5
    
    any charter of the Vessel or contract of affreightment or employment whereunder the
hire payable is below approximately the market rate prevailing when the Vessels
letting or employment is fixed,
 42




---



##### 



but if, with the prior written consent of the Agent, the Borrower enters into in respect of
the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to
execute in favour of the Finance Parties an assignment of such charter and the Earnings
therefrom such assignment to be in substantially the form of the Assignment of Earnings and
as required by the Agent provided however that the Borrower may in respect of the Vessel
enter into a bareboat charter in form approved by the Agent with any company which is a
member of the Group provided that if so requested by the Agent and without limitation:10.12.6
    
    any such bareboat charterer shall enter into such deeds (including but not limited
to a subordination and assignment deed), agreements and indemnities as the Agent shall
in its sole discretion require prior to entering into the bareboat charter with the
Borrower; and10.12.7
    
    the Borrower shall assign the benefit of any such bareboat charter and its interest
in the Insurances to the Finance Parties by way of further security for the Borrowers
obligations under the Security Documents.
 10.13
    
    Loans and guarantees by the BorrowerOtherwise than in the ordinary course of business as owner of the Vessel, the Borrower will
not make any loan or advance or extend credit to any person, firm or corporation or issue or
enter into any guarantee or indemnity or otherwise become directly or contingently liable
for the obligations of any other person, firm or corporation.10.14
    
    Management and employmentExcept with the prior consent of the Agent, the Borrower will not:
 10.14.1
    
    permit any person other than the Manager to be the manager of, including providing
crewing services to, the Vessel;10.14.2
    
    permit any amendment to be made to the terms of the Management Agreement unless the
amendment is advised by the Borrowers tax counsel or is deemed necessary by the
parties thereto to reflect the prevailing circumstances but provided that the amendment
does not imperil the security to be provided pursuant to the Security Documents or
adversely affect the ability of any Obligor to perform its obligations under the
Transaction Documents; or10.14.3
    
    permit the Vessel to be employed other than within the NCL brand.
 10.15
    
    Acquisition of sharesThe Borrower will not acquire any equity, share capital, assets or obligations of any
corporation or other entity or permit its shares to be held other than directly or
indirectly by the Guarantor.10.16
    
    Trading with the United States of AmericaThe Borrower shall in respect of the Vessel take all reasonable precautions to prevent any
infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the
same may be amended and/or re-enacted from time to time hereafter) or any similar
legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall
trade (a Relevant Jurisdiction) where the Vessel trades in the territorial waters of the
United States of America or a Relevant Jurisdiction and, for this purpose, the Borrower
shall, inter alia, enter into a Carrier Initiative Agreement with the United States
Customs Service (if such is possible) or into voluntary arrangements made under
 43




---



##### 



the Customs-Trade Partnership Against Terrorism of the United States of America (if such is
possible and appropriate to cruise vessels) and procure that the same (or a similar
agreement or arrangement in a Relevant Jurisdiction) is maintained in full force and effect
and its obligations thereunder performed by it in respect of the Vessel throughout any
period of United States of America (including coastal waters over which it claims
jurisdiction) or Relevant Jurisdiction related trading.10.17
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or procure
the doing of all such acts and/or execute or procure the execution of all such documents in
a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving
full effect to any of the Transaction Documents or the Coface Insurance Policy or securing
to the Finance Parties the full benefit of the rights, powers and remedies conferred upon
the Finance Parties or any of them in any such Transaction Document.10.18
    
    Valuation of the Vessel
 10.18.1
    
    The Borrower will from time to time (but at intervals no more frequently than
annually at the Borrowers expense unless an Event of Default has occurred and is
continuing) within thirty (30) days of receiving any request to that effect from the
Agent, procure that the Vessel is valued by an independent reputable shipbroker or
shipvaluer experienced in valuing cruise ships appointed by the Borrower and approved
by the Agent (which approval shall not be unreasonably withheld or delayed and such
valuation to be made with or without taking into account the benefit or otherwise of
any fixed employment relating to the Vessel as the Agent may require).10.18.2
    
    If the Borrower does not accept the valuation obtained pursuant to Clause 10.18.1
(the First Valuation) it may (at its own expense) within five (5) Business Days of
receipt of the First Valuation obtain a second valuation (the Second Valuation) from
another independent reputable shipbroker or shipvaluer experienced in valuing cruise
ships appointed by the Borrower and approved by the Agent which approval shall not be
unreasonably withheld or delayed.10.18.3
    
    If the Second Valuation exceeds the First Valuation by a margin of no less than ten
per cent. (10%) of the First Valuation the Borrower may at its expense forthwith upon
receipt of the Second Valuation request the shipbrokers and/or shipvaluers appointed
pursuant to Clauses 10.18.1 and 10.18.2 to obtain a third valuation (the Third
Valuation) from a further independent reputable shipbroker or shipvaluer experienced
in valuing cruise ships approved by the Agent such approval not to be unreasonably
withheld or delayed. Subject to the Third Valuation being made available within five
(5) Business Days of the date of the Second Valuation, the valuation of the Vessel will
be determined on the basis of the average of the three valuations so obtained. If the
Third Valuation is not made available within the aforementioned time limit, the Vessel
shall be valued on the basis of the average of the First Valuation and the Second
Valuation.10.18.4
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 10.18 a copy thereof is sent directly to the Agent for
review.
 44




---



##### 



10.19
    
    EarningsThe Borrower will procure that the Earnings (if any) are paid in full without set off and
free and clear of and without deduction for any taxes levies duties imposts charges fees
restrictions or conditions of any nature whatsoever.10.20
    
    InsurancesThe Borrower covenants with the Finance Parties and undertakes:
 10.20.1
    
    from the Delivery Date until the end of the Security Period to insure the Vessel in
its name and keep the Vessel insured on an agreed value basis for an amount in the
currency in which the Loan is denominated approved by the Agent but not being less than
the greater of:
 (a)
    
    one hundred and twenty five per cent. (125%) of the amount of
the Loan; and(b)
    
    the full market and commercial value of the Vessel determined
in accordance with Clause 10.18 from time to time
 through internationally recognised independent first class insurance companies,
underwriters, war risks and protection and indemnity associations acceptable to the
Agent in each instance on terms and conditions approved by the Agent including as to
deductibles but at least in respect of:
 (i)
    
    fire and marine risks including but without limitation hull and
machinery and all other risks customarily and usually covered by first-class
and prudent shipowners in the London insurance markets under English marine
policies or Agent-approved policies containing the ordinary conditions
applicable to similar vessels;(ii)
    
    war risks and war risks (protection and indemnity) up to the
insured amount;(iii)
    
    excess risks that is to say the proportion of claims for
general average and salvage charges and under the running down clause not
recoverable in consequence of the value at which the Vessel is assessed for the
purpose of such claims exceeding the insured value;(iv)
    
    protection and indemnity risks with full standard coverage as
offered by first-class protection and indemnity associations and up to the
highest limit of liability available (for oil pollution risk the highest limit
currently available is one billion Dollars (USD1,000,000,000) and this to be
increased if reasonably requested by the Agent and the increase is possible in
accordance with the standard protection and indemnity cover for vessels of its
type and is compatible with prudent insurance practice for first class cruise
shipowners or operators in waters where the Vessel trades from time to time
from the Delivery Date until the end of the Security Period);(v)
    
    when and while the Vessel is laid-up, in lieu of hull
insurance, normal port risks; and(vi)
    
    such other risks as the Agent may from time to time reasonably
require;
 45




---



##### 



and in any event in respect of those risks and at those levels covered by first
class and prudent owners and/or financiers in the international market in respect of
similar tonnage provided that if any of such insurances are also effected in the
name of any other person (other than the Borrower and/or a Finance Party) such
person shall if so required by the Agent execute a first priority assignment of its
interest in such insurances in favour of the Finance Parties in similar terms
mutatis mutandis to the Assignment of Insurances;10.20.2
    
    to agree that the Agent shall take out mortgagee interest insurance on such
conditions as the Agent may reasonably require and mortgagee interest insurance for
pollution risks as from time to time agreed each for an amount in the currency in which
the Loan is denominated of one hundred and ten per cent. (110%) of the amount of the
Loan, the Borrower having no interest or entitlement in respect of such policies; the
Borrower shall upon demand of the Agent reimburse the Agent for the costs of effecting
and/or maintaining any such insurance(s) and the Agent hereby undertakes to use its
reasonable endeavours to match the premium level that the Borrower would have paid if
the Borrower itself had arranged such cover on such conditions (as demonstrated to the
reasonable satisfaction of the Agent);10.20.3
    
    if the Vessel shall trade in the United States of America and/or the Exclusive
Economic Zone of the United States of America (the EEZ) as such term is defined in
the US Oil Pollution Act 1990 (OPA), to comply strictly with the requirements of OPA
and any similar legislation which may from time to time be enacted in any jurisdiction
in which the Vessel presently trades or may or will trade at any time during the
existence of this Agreement and in particular before such trade is commenced and during
the entire period during which such trade is carried on:
 (a)
    
    to pay any additional premiums required to maintain
protection and indemnity cover for oil pollution up to the limit available to
it for the Vessel in the market;(b)
    
    to make all such quarterly or other voyage declarations as
may from time to time be required by the Vessels protection and indemnity
association and to comply with all obligations in order to maintain such
cover, and promptly to deliver to the Agent copies of such declarations;(c)
    
    to submit the Vessel to such additional periodic,
classification, structural or other surveys which may be required by the
Vessels protection and indemnity insurers to maintain cover for such trade
and promptly to deliver to the Agent copies of reports made in respect of such
surveys;(d)
    
    to implement any recommendations contained in the reports
issued following the surveys referred to in Clause 10.20.4(c) within the time
limit specified therein and to provide evidence satisfactory to the Agent that
the protection and indemnity insurers are satisfied that this has been done;(e)
    
    in particular strictly to comply with the requirements of any
applicable law, convention, regulation, proclamation or order with regard to
financial responsibility for liabilities imposed on the Borrower or the Vessel
with respect to pollution by any state or nation or political subdivision
thereof, including but not limited to OPA, and to provide the Agent on demand
with such information or evidence as it may reasonably require of such
compliance;
 46




---



##### 



(f)
    
    to procure that the protection and indemnity insurances do
not contain a clause excluding the Vessel from trading in waters of the United
States of America and the EEZ or any other provision analogous thereto and to
provide the Agent with evidence that this is so; and(g)
    
    strictly to comply with any operational or structural
regulations issued from time to time by any relevant authorities under OPA so
that at all times the Vessel falls within the provisions which limit strict
liability under OPA for oil pollution;
 10.20.4
    
    to give notice forthwith of any assignment of its interest in the Insurances to the
relevant brokers, insurance companies, underwriters and/or associations in the form
approved by the Agent;10.20.5
    
    to execute and deliver all such documents and do all such things as may be necessary
to confer upon the Finance Parties legal title to the Insurances in respect of the
Vessel and to procure that the interest of the Finance Parties is at all times filed
with all slips, cover notes, policies and certificates of entry and to procure (a) that
a loss payable clause in the form approved by the Agent shall be filed with all the
hull, machinery and equipment and war risks policies in respect of the Vessel and (b)
that a loss payable clause in the form approved by the Agent shall be endorsed upon the
protection and indemnity certificates of entry in respect of the Vessel;10.20.6
    
    to procure that each of the relevant brokers and associations furnishes the Agent
with a letter of undertaking in such form as may be required by the Agent and waives
any lien for premiums or calls except in relation to premiums or calls solely
attributable to the Vessel;10.20.7
    
    punctually to pay all premiums, calls, contributions or other sums payable in
respect of the Insurances on the Vessel and to produce all relevant receipts when so
required by the Agent;10.20.8
    
    to renew each of the Insurances on the Vessel at least five (5) days before the
expiry thereof and to give immediate notice to the Agent of such renewal and to procure
that the relevant brokers or associations shall promptly confirm in writing to the
Agent that such renewal is effected it being understood by the Borrower that any
failure to renew the Insurances on the Vessel at least five (5) days before the expiry
thereof or to give or procure the relevant notices of such renewal shall constitute an
Event of Default;10.20.9
    
    to arrange for the execution of such guarantees as may from time to time be required
by any protection and indemnity and/or war risks association;10.20.10
    
    to furnish the Agent from time to time on request with full information about all
Insurances maintained on the Vessel and the names of the offices, companies,
underwriters, associations or clubs with which such Insurances are placed;10.20.11
    
    not to agree to any variation in the terms of any of the Insurances on the Vessel
without the prior approval of the Agent nor to do any act or voluntarily suffer or
permit any act to be done whereby any Insurances shall or may be rendered invalid,
void, voidable, suspended, defeated or unenforceable and not to suffer or permit the
Vessel to engage in any voyage nor to carry any cargo not permitted under any of the
Insurances without first obtaining the consent of the insurers or reinsurers concerned
and complying with such requirements as to
 47




---



##### 



payment of extra premiums or otherwise as the insurers or reinsurers may impose;10.20.12
    
    not without the prior written consent of the Agent to settle, compromise or abandon
any claim in respect of any of the Insurances on the Vessel other than a claim of less
than ten million Dollars (USD10,000,000) or the equivalent in any other currency and
not being a claim arising out of a Total Loss;10.20.13
    
    promptly to furnish the Agent with full information regarding any casualties or
other accidents or damage to the Vessel involving an amount in excess of
[**] Dollars [**];10.20.14
    
    to apply or ensure the appliance of all such sums receivable in respect of the
Insurances on the Vessel for the purpose of making good the loss and fully repairing
all damage in respect whereof the insurance monies shall have been received;10.20.15
    
    that in the event of it making default in insuring and keeping insured the Vessel
as hereinbefore provided then the Agent may (but shall not be bound to) insure the
Vessel or enter the Vessel in such manner and to such extent as the Agent in its
discretion thinks fit and in such case all the cost of effecting and maintaining such
insurance together with interest thereon at the Interest Rate shall be paid on demand
by the Borrower to the Agent; and10.20.16
    
    to agree that the Agent shall be entitled from time to time (but at intervals no
more frequently than annually at the Borrowers expense up to an amount of ten thousand
euro (EUR10,000) annually, except in the case that the Delivery Date and any renewal or
amendment of the Insurances to be assigned to the Finance Parties pursuant to the
Assignment of Insurances fall within one (1) year of each other or such Insurances are
amended within one (1) year of the Delivery Date or their renewal (as the case may be))
to instruct independent reputable insurance advisers for the purpose of obtaining any
advice or information regarding any matter concerning the Insurances which the Agent
shall at its sole discretion deem necessary, it being hereby specifically agreed that
it shall reimburse the Agent on demand for all reasonable costs and expenses incurred
by the Agent in connection with the instruction of such advisers as aforesaid.
 10.21
    
    Operation and maintenance of the VesselFrom the Delivery Date until the end of the Security Period at its own expense the Borrower
will:
 10.21.1
    
    keep the Vessel in a good and efficient state of repair so as to maintain it to the
highest classification notation available for the Vessel of its age and type free of
all recommendations and qualifications with Det Norske Veritas. On the Delivery Date
and annually thereafter, it will furnish to the Agent a statement by such
classification society that such classification notation is maintained. It will comply
with all recommendations, regulations and requirements (statutory or otherwise) from
time to time applicable to the Vessel and shall have on board as and when required
thereby valid certificates showing compliance therewith and shall procure that all
repairs to or replacements of any damaged, worn or lost parts or equipment are carried
out (both as regards workmanship and quality of materials) so as not to diminish the
value or class of the Vessel. It will not make any substantial modifications or
alterations to the Vessel or any part thereof which would reduce the market and
commercial value of the Vessel
 48




---



##### 



determined in accordance with Clause 10.18 without the prior consent of the Agent;10.21.2
    
    submit the Vessel to continuous survey in respect of its machinery and hull and such
other surveys as may be required for classification purposes and, if so required by the
Agent, supply to the Agent copies in English of the survey reports;10.21.3
    
    permit surveyors or agents appointed by the Agent to board the Vessel at all
reasonable times to inspect its condition or satisfy themselves as to repairs proposed
or already carried out and afford all proper facilities for such inspections;10.21.4
    
    comply, or procure that the Manager will comply, with the ISM Code (as the same may
be amended from time to time) or any replacement of the ISM Code (as the same may be
amended from time to time) and in particular, without prejudice to the generality of
the foregoing, as and when required to do so by the ISM Code and at all times
thereafter:
 (a)
    
    hold, or procure that the Manager holds, a valid Document of
Compliance duly issued to the Borrower or the Manager (as the case may be)
pursuant to the ISM Code and a valid Safety Management Certificate duly issued
to the Vessel pursuant to the ISM Code;(b)
    
    provide the Agent with copies of any such Document of
Compliance and Safety Management Certificate as soon as the same are issued;
and(c)
    
    keep, or procure that there is kept, on board the Vessel a
copy of any such Document of Compliance and the original of any such Safety
Management Certificate;
 10.21.5
    
    comply, or procure that the Manager will comply, with the ISPS Code (as the same may
be amended from time to time) or any replacement of the ISPS Code (as the same may be
amended from time to time) and in particular, without prejudice to the generality of
the foregoing, as and when required to do so by the ISPS Code and at all times
thereafter:
 (a)
    
    keep, or procure that there is kept, on board the Vessel the
original of the International Ship Security Certificate; and(b)
    
    keep, or procure that there is kept, on board the Vessel a
copy of the ship security plan prepared pursuant to the ISPS Code;
 10.21.6
    
    comply with Annex VI (as the same may be amended from time to time) or any
replacement of Annex VI (as the same may be amended from time to time) and in
particular, without limitation, to:
 (a)
    
    procure that the Vessels master and crew are familiar with,
and that the Vessel complies with, Annex VI; and(b)
    
    maintain for the Vessel throughout the Security Period a
valid and current IAPPC and provide a copy to the Agent; and(c)
    
    notify the Agent immediately in writing of any actual or
threatened withdrawal, suspension, cancellation or modification of the IAPPC;
 49




---



##### 



10.21.7
    
    not employ the Vessel or permit its employment in any trade or business which is
forbidden by any applicable law or is otherwise illicit or in carrying illicit or
prohibited goods or in any manner whatsoever which may render it liable to condemnation
in a prize court or to destruction, seizure or confiscation or that may expose the
Vessel to penalties. In the event of hostilities in any part of the world (whether war
be declared or not) it will not employ the Vessel or permit its employment in carrying
any contraband goods;10.21.8
    
    promptly provide the Agent with (a) all information which the Agent may reasonably
require regarding the Vessel, its employment, earnings, position and engagements (b)
particulars of all towages and salvages and (c) copies of all charters and other
contracts for its employment and otherwise concerning it;10.21.9
    
    give notice to the Agent promptly and in reasonable detail upon the Borrower or any
other Obligor becoming aware of:
 (a)
    
    accidents to the Vessel involving repairs the cost of which
will or is likely to exceed [**] Dollars
[**];(b)
    
    the Vessel becoming or being likely to become a Total Loss;(c)
    
    any recommendation or requirement made by any insurer or
classification society or by any competent authority which is not complied
with, or cannot be complied with, within any time limit relating thereto and
that might reasonably affect the maintenance of either the Insurances or the
classification of the Vessel;(d)
    
    any writ or claim served against or any arrest of the Vessel
or the exercise of any lien or purported lien on the Vessel, her Earnings or
Insurances;(e)
    
    the Vessel ceasing to be registered under the flag of the
Maritime Registry or anything which is done or not done whereby such
registration may be imperilled;(f)
    
    it becoming impossible or unlawful for it to fulfil any of
its obligations under the Security Documents; and(g)
    
    anything done or permitted or not done in respect of the
Vessel by any person which is likely to imperil the security created by the
Security Documents;
 10.21.10
    
    promptly pay and discharge all debts, damages and liabilities, taxes, assessments,
charges, fines, penalties, tolls, dues and other outgoings in respect of the Vessel and
keep proper books of account in respect thereof provided always that the Borrower shall
not be obliged to compromise any debts, damages and liabilities as aforesaid which are
being contested in good faith subject always that full details of any such contested
debt, damage or liability which, either individually or in aggregate exceeds
[**] Dollars [**]  shall forthwith be
provided to the Agent. As and when the Agent may so require the Borrower will make
such books available for inspection on behalf of the Agent and provide evidence
satisfactory to the Agent that the wages and allotments and the insurance and pension
contributions of the master and crew are being regularly paid, that all deductions of
crews wages in respect of any tax liability are being properly accounted for and that
the master has no claim for disbursements other than
 50




---



##### 



those incurred in the ordinary course of trading on the voyage then in progress or
completed prior to such inspection;10.21.11
    
    maintain the type of the Vessel as at the Delivery Date and not put the Vessel into
the possession of any person without the prior consent of the Agent for the purpose of
work being done on it in an amount exceeding or likely to exceed [**] Dollars [**] unless such person shall first have
given to the Agent a written undertaking addressed to the Agent in terms satisfactory
to the Agent agreeing not to exercise a lien on the Vessel or her Earnings for the cost
of such work or for any other reason;10.21.12
    
    promptly pay and discharge all liabilities which have given rise, or may give rise,
to liens or claims enforceable against the Vessel under the laws of all countries to
whose jurisdiction the Vessel may from time to time be subject and in particular the
Borrower hereby agrees to indemnify and hold the Finance Parties, their successors,
assigns, directors, officers, shareholders, employees and agents harmless from and
against any and all claims, losses, liabilities, damages, expenses (including
attorneys, fees and expenses and consultant fees) and injuries of any kind whatsoever
asserted against the Finance Parties, with respect to or as a result of the presence,
escape, seepage, spillage, release, leaking, discharge or migration from the Vessel or
other properties owned or operated by the Borrower of any hazardous substance,
including without limitation, any claims asserted or arising under any applicable
environmental, health and safety laws, codes and ordinances, and all rules and
regulations promulgated thereunder of all governmental agencies, regardless of whether
or not caused by or within the control of the Borrower subject to the following:
 (a)
    
    it is the parties understanding that the Finance Parties do
not now, have never and do not intend in the future to exercise any
operational control or maintenance over the Vessel or any other properties and
operations owned or operated by the Borrower, nor in the past, presently, or
intend in the future to, maintain an ownership interest in the Vessel or any
other properties owned or operated by the Borrower except as may arise upon
enforcement of the Lenders rights under the Mortgage;(b)
    
    the indemnity and hold harmless contained in this Clause
10.21.12 shall not extend to the Finance Parties in their capacity as equity
investors in the Borrower or as an owner of any property or interest as to
which the Borrower is also owner but only to their capacity as lenders,
holders of security interests or beneficiaries of security interests; and(c)
    
    unless and until an Event of Default shall have occurred and
without prejudice to the right of each Lender to be indemnified pursuant to
this Clause 10.21.12:
 (i)
    
    each Lender will, if it is reasonably
practicable to do so, notify the Borrower upon receiving a claim in
respect of which the relevant Lender is or may become entitled to an
indemnity under this Clause 10.21.12;(ii)
    
    subject to the prior written approval of the
relevant Lender which the Lender shall have the right to withhold, the
Borrower will be entitled to take, in the name of the relevant Lender,
such action as the Borrower may see fit to avoid, dispute, resist,
appeal, compromise or defend any such claims, losses, liabilities,
damages, expenses and injuries as are referred to
 51




---



##### 



above in this Clause 10.21.12 or to recover the same from any third
party, subject to the Borrower first ensuring that the relevant
Lender is secured to its reasonable satisfaction against all
expenses thereby incurred or to be incurred; and(iii)
    
    the relevant Lender will, to the extent that
it is reasonably practicable to do so, seek the approval of the
Borrower (such approval not to be unreasonably withheld or delayed)
before making any admission of liability, agreement or compromise with
a third party, or any payment to a third party, in respect of such
claims, losses, liabilities, damages, expenses and injuries as are
referred to above in this Clause 10.21.12 and, to the extent that the
Borrower is entitled to take action in accordance with sub-clause (ii)
above and subject to the Borrower first ensuring that the relevant
Lender is secured to its reasonable satisfaction against all expenses
thereby incurred or to be incurred, the relevant Lender will provide
such information, assistance and other co-operation as the Borrower
may reasonably request in connection with such action,
 provided always that the Borrower shall not be obliged to compromise any
liabilities as aforesaid which are being contested in good faith subject always
that full details of any such contested liabilities which, either individually or
in aggregate, exceed [**] Dollars [**] shall be forthwith provided to the Agent. If the Vessel is arrested or
detained for any reason it will procure its immediate release by providing bail or
taking such other steps as the circumstances may require;10.21.13
    
    give to the Agent at such times as it may from time to time reasonably require a
certificate, duly signed on its behalf, as to the total amount of any debts, damages
and liabilities relating to the Vessel and details of such of those debts, damages and
liabilities as are over a certain amount to be specified by the Agent at the relevant
time and, if so required by the Agent, forthwith discharge such of those debts, damages
and liabilities as the Agent shall require other than those being contested in good
faith; and10.21.14
    
    maintain the registration of the Vessel under and fly the flag of the Maritime
Registry and not do or permit anything to be done whereby such registration may be
forfeited or imperilled.
 10.22
    
    DividendsThe Borrower will procure that any dividends or other distributions and interest paid or
payable in connection with such dividends or other distributions will be received promptly
by the Guarantor directly or indirectly from the Borrowers shareholder (if such shareholder
is not the Guarantor) by way of dividend.10.23
    
    Irrevocable payment instructionsThe Borrower shall not modify, revoke or withhold the payment instructions set out in Clause
3.2 without the agreement of the Builder (in the case of Clause 3.2.1 only), the Agent and
the Lenders.
 52




---



##### 



10.24
    
    Know your customer checksIf:
 10.24.1
    
    the introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this Agreement;10.24.2
    
    any change in the status of a Borrower after the date of this Agreement; or10.24.3
    
    a proposed assignment or transfer by a Lender of any of its rights and obligations
under this Agreement to a party that is not a Lender prior to such assignment or
transfer,
 obliges the Agent or any Lender (or, in the case of Clause 10.24.3, any prospective New
Lender) to comply with know your customer or similar identification procedures in
circumstances where the necessary information is not already available to it, the Borrowers
shall promptly upon the request of the Agent or any Lender supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Agent (for itself or
on behalf of any Lender) or any Lender (for itself or, in the case of the event described in
Clause 10.24.3, on behalf of any prospective New Lender) in order for the Agent, such Lender
or, in the case of the event described in Clause 20.6.1(c), any prospective New Lender to
carry out and be satisfied it has complied with all necessary know your customer or other
similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.10.25
    
    Building ContractThe Borrower shall not substantially modify the Building Contract, directly or indirectly,
if, by reason of regulations which apply to a Lender, such modification would make such
Lenders Commitment impossible to fulfil or would change the substance or form of its
Commitment. The Borrower may, therefore, submit to the Lenders any proposals for
modification which, in its opinion, might have such a consequence, and the Lenders will
indicate in a timely manner whether the modification proposed will allow the Loan to be
maintained.On or about the last day of each successive period of three (3) months commencing on the
date of this Agreement and on the date of the Drawdown Notice, the Borrower undertakes to
provide the Agent with a copy of any Change Order entered into during that three (3) month
or other period. The Borrower also undertakes to notify the Agent of any change in the
Intended Delivery Date as soon as practicable after the change has occurred.11.
    
    PREPAYMENT11.1
    
    The Borrower may prepay all or part of the Loan (but if in part being an amount that reduces
the Loan by a minimum amount of one (1) repayment instalment of principal of the Loan together
with interest thereon) without penalty provided the prepayment is made on the relevant
interest payment date and one (1) months prior written notice indicating the intended date of
prepayment is given to the Agent, but compensation shall be payable to the Lenders in the sum
of:
 11.1.1
    
    the difference (if positive), calculated by the Lenders, between the actual cost for
the Lenders of the funding for the Loan and the rate of interest for the monies to be
invested by the Lenders, applied to the amounts so prepaid for the period from said
prepayment until the next interest prepayment date (if
 53




---



##### 



prepayment does not occur on an interest payment date). Details of any such
calculation shall be supplied to the Borrower by the Lenders; and11.1.2
    
    the charges (if any) imposed on the Lenders by the French Authorities (funding or
breakage costs of the French Authority in charge of monitoring the CIRR).
 11.2
    
    Any prepayment of the whole of the Loan shall be made together with all other sums due under
this Agreement.11.3
    
    Amounts prepaid shall be applied in accordance with Clause 17.11.4
    
    Amounts prepaid may not be reborrowed.12.
    
    INTEREST ON LATE PAYMENTS12.1
    
    Without prejudice to the provisions of Clause 13 and without this Clause in any way
constituting a waiver of terms of payment, all sums due by the Borrower under this Agreement
will automatically bear interest on a day to day basis from the date when they are payable
until the date of actual payment at a rate per annum equal to the higher of:
 12.1.1
    
    EONIA plus [**] per cent. [**];
and12.1.2
    
    the CIRR plus [**] per cent. [**].
 Such interest will itself bear interest at the above rate if it is due for an entire year.13.
    
    ACCELERATION  EVENTS OF DEFAULT13.1
    
    If any one of the Events of Default set out in Clause 13.2 occurs and is continuing:
 13.1.1
    
    if the Loan has not been drawn down, no drawing under the Loan may be requested from
the Lenders; or13.1.2
    
    if the Loan has already been drawn down, the Lenders may require immediate payment of
the outstanding principal amount of the Loan (including but without limitation the
amount representing the financed Coface Premium) together with all other sums due under
this Agreement:
 13.2
    
    The following are the Events of Default referred to in Clause 13.1:
 13.2.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of the Loan (provided however that if any such amount is not
paid when due solely by reason of some error or omission on the part of the bank or
banks through whom the relevant funds are being transmitted no Event of Default
shall occur for the purposes of this Clause 13.2.1 until the expiry of three (3)
Business Days following the date on which such payment is due), or within three (3)
Business Days of the due date any other amount payable by it under any Security
Document to which it may at any time be a party including but without limitation
any amount payable by the Guarantor under the Guarantee, at the place and in the
currency in which it is expressed to be payable.
 54




---



##### 



13.2.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any provision of any
Security Document and in particular but without limitation any failure by the
Guarantor to comply with the provisions of Clauses 9 (General Undertakings:
Positive Covenants), 10 (General Undertakings: Negative Covenants) and/or 11
(Financial Undertakings and Ownership and Control of the Guarantor) of the
Guarantee or there is any breach in the sole opinion of the Agent of any of
the Transaction Documents.If the Loan has already been drawn down, an Event of Default shall not have
arisen if the failure (if in the opinion of the Agent in its sole discretion
it is capable of remedy) has been remedied within a period of thirty (30)
days from the date of its occurrence, if the failure was known to that
Obligor, or from the date the relevant Obligor is notified by the Agent of
the failure, if the failure was not known to that Obligor, unless in any such
case as aforesaid the Agent in its sole discretion considers that the failure
is or could reasonably be expected to become materially prejudicial to the
interests, rights or position of the Lenders; or(b)
    
    If there is a repudiation or termination of any Transaction
Document or if any of the parties thereto becomes entitled to terminate or
repudiate any of them and evidences an intention so to do.
 13.2.3
    
    MisrepresentationAny representation, warranty or statement made or repeated in, or in connection
with, any Transaction Document or the Coface Insurance Policy 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.13.2.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial contract or
financial document relating to any Financial Indebtedness of any member of the
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 Group
becomes enforceable;(d)
    
    Any other Financial Indebtedness of any member of the Group
is not paid when due or is or becomes capable of being declared due
prematurely by reason of default or any security for the same becomes
enforceable by reason of default;
 PROVIDED THAT:
 (i)
    
    No Event of Default will arise if the relevant Financial
Indebtedness is not accelerated or, if it is accelerated but, in aggregate,
the Financial Indebtedness is less than fifteen million Dollars
(USD15,000,000); and
 55




---



##### 



(ii)
    
    Financial Indebtedness being contested by the Borrower in
good faith will be disregarded for a period of one hundred and fifty (150)
days from its occurrence if full details of the dispute are submitted to the
Agent forthwith upon its occurrence. If the dispute remains unresolved for a
period of more than one hundred and fifty (150) days from its occurrence, this
Clause 13.2.4(ii) shall not apply to that Financial Indebtedness.
 13.2.5
    
    Winding-upSubject to clause 10.6 of the Guarantee, any order is made or an effective
resolution passed or other action taken for the suspension of payments or
reorganisation, dissolution, termination of existence, liquidation, winding-up or
bankruptcy of any member of the Group.13.2.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the Group or a
composition or an arrangement with creditors of any member of the Group or any
similar proceeding or arrangement by which the assets of any member of the Group
are submitted to the control of its creditors is applied for, ordered or declared
or any member of the Group commences negotiations with any one or more of its
creditors with a view to the general readjustment or rescheduling of all or a
significant part of its Financial Indebtedness.13.2.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, administrative receiver, manager or
similar officer is appointed in respect of any member of the Group or in respect of
all or any substantial part of the assets of any member of the 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.13.2.8
    
    InsolvencyAny member of the 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.13.2.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or any
substantial part of the assets of any member of the Group and remains undischarged
for a period of twenty one (21) days or any uninsured judgment in excess of
[**] Dollars [**] following
final appeal remains unsatisfied for a period of thirty (30) days in the case of a
judgment made in the United States of America and otherwise for a period of sixty
(60) days PROVIDED THATno Event of Default shall be deemed to have occurred unless
the distress, execution, attachment or other process adversely affects any
Obligors ability to meet any of its material obligations under this Agreement or
the other Security Documents or cause to occur any of the events specified in
Clauses 13.2.5 to 13.2.8 (the determination of which shall be in the Agents sole
discretion).
 56




---



##### 



13.2.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the events
specified in Clauses 13.2.5 to 13.2.9 shall occur under the laws of any applicable
jurisdiction.13.2.11
    
    Cessation of businessSubject to clause 10.6 of the Guarantee, any member of the Group ceases to carry on
all or a substantial part of its business.13.2.12
    
    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 that the
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.13.2.13
    
    UnlawfulnessAt any time it is unlawful or impossible for any Obligor to perform any of its
material (to the Finance Parties or any of them) obligations under any Transaction
Document to which it is a party or it is unlawful or impossible for the Finance
Parties or any Lender to exercise any of their or its rights under any of the
Transaction Documents, provided that no Event of Default shall be deemed to have
occurred where:
 (a)
    
    the unlawfulness or impossibility preventing any Obligor from
performing its obligations (other than its payment obligations under this
Agreement, the other Transaction Documents) is cured within a period of twenty
one (21) days of the occurrence of the event giving rise to the unlawfulness
or impossibility and the relevant Obligor within the aforesaid period,
performs its obligation(s) (except where the unlawfulness or impossibility
adversely affects any Obligors payment obligations under this Agreement, the
other Transaction Documents (the determination of which shall be in the
Agents sole discretion) in which case the following provisions of this Clause
13.2.13 shall not apply); and/or(b)
    
    where a Finance Party was aware of the default and could, in
its sole discretion, mitigate the consequences of the unlawfulness or
impossibility. The reasonable costs of mitigating the consequences of the
unlawfulness or impossibility shall be borne by the Borrower save where such
costs are of an internal administrative nature and are not incurred in
dealings by the Finance Party with third parties.
 57




---



##### 



13.2.14
    
    InsurancesThe Borrower fails to insure the Vessel in the manner specified in Clause 10.20 or
fails to renew the Insurances at least five (5) days prior to the date of expiry
thereof and produce prompt confirmation of such renewal to the Agent.13.2.15
    
    DisposalsIf the Borrower or any other member of the 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.13.2.16
    
    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.13.2.17
    
    Material adverse changeAny material adverse change in the business, assets or financial condition of any
Obligor occurs which in the reasonable opinion of the Agent would or might
reasonably be expected to affect the ability of that Obligor duly to perform any of
its material obligations under any Security Document to which it is or may at any
time be a party. For the purposes of this Clause 13.2.17 and without prejudice to
the generality of the expression material obligationsany payment obligations of
any Obligor shall be deemed material.13.2.18
    
    Governmental interventionThe authority of any member of the 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 that the
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 Group and the Agent is satisfied, in its sole discretion, that
the Lenders interest might reasonably be expected to be materially adversely
affected.
 13.3
    
    If at any time during the period commencing on the day after the date of this Agreement and
ending on the date falling sixty (60) days before the Intended Delivery Date (the Limited
Period) any event should occur that would constitute an Event of Default, the Agent shall not
be entitled to serve a notice under Clause 13.4 unless during the Limited Period:
 13.3.1
    
    there is a failure by an Obligor to perform any material obligation under the
Transaction Documents on the relevant due date or within any applicable grace period,
including but without limitation if the Guarantor fails to provide to the
 58




---



##### 



Agent the statement referred to in Clause 3.1.4 in the manner described in that
Clause; or13.3.2
    
    the relevant event would imperil the security created by the Guarantee.
 In no event shall the provisions of this Clause 13.3 be interpreted as a waiver of the
Agents right to serve a notice under Clause 13.4 in respect of any Event of Default which
has occurred and is continuing on the date falling sixty (60) days before the Intended
Delivery Date.13.4
    
    Notice of any Event of Default and/or of the acceleration of the payment of the principal of
the Loan, interest thereon and all other sums due under this Agreement shall be given by the
Agent in accordance with Clause 27.13.5
    
    In no event shall any delay in exercising the Lenders right to require advance repayment be
interpreted as a waiver of this right.13.6
    
    Furthermore, in case of such accelerated repayment following an Event of Default, the
Borrower shall be liable to pay to the Agent, in addition to the Coface Premium pursuant to
Clause 6, compensation calculated as provided for in Clause 11.13.7
    
    Following an Event of Default and for so long as the same is continuing, the Borrower
irrevocably authorises the Agent and the Lenders to apply any credit balance to which the
Borrower is entitled upon any account of the Borrower with any branch of any of the Agent and
the Lenders in or towards satisfaction of any sum due to the Agent or any Lender hereunder but
unpaid, and to combine any accounts of the Borrower for this purpose. If such set-off
requires a credit balance in a currency other than the required currency 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 the required currency which the Agent or the Lender (as
the case may be) could obtain by exchanging such currency for the required currency at the
rate of exchange at which its Facility Office would, at the opening of business on the date on
which the combination is effected, have sold the currency of that credit balance for the
required currency for immediate delivery.13.8
    
    In the event that the accelerated amount is received by the Agent before the date of normal
maturity of the accelerated interest payments, the Borrower shall, subject to no sums
remaining due to the Lenders from the Borrower, be entitled to refund of interest for the
actual number of days between the date on which the Lenders received the amount and the normal
date for payment of such amount.14.
    
    MANDATORY PREPAYMENT14.1
    
    Subject to Clause 14.2, the Borrower shall forthwith prepay the outstanding principal amount
of the Loan (including but without limitation the amount representing the financed Coface
Premium) together with all other sums due under this Agreement if:
 14.1.1
    
    the Vessel shall become a Total Loss; or14.1.2
    
    if the Coface Insurance Policy is modified, suspended, terminated or rescinded unless
caused by the wilful misconduct or gross negligence of a Finance Party.
 14.2
    
    However, if the Vessel shall become a Total Loss (but without prejudice to the Lenders
rights to receive the proceeds of the Insurances or Compulsory Acquisition forthwith upon
collection as may be provided for in the Mortgage and/or the Assignment of Insurances), the
Borrower shall not be required to pay its indebtedness under this
 59




---



##### 



Agreement earlier than the date which is one hundred and fifty (150) days after the Total
Loss Date.14.3
    
    The provisions of Clause 11 shall apply mutatis mutandisto any prepayment pursuant to this
Clause 14.15.
    
    CURRENCY OF PAYMENTThe funds for payment of all sums due by the Borrower under this Agreement, shall be paid in
euro or Dollars (in the case that the payment is due in Dollars) to the credit of:
 15.1.1
    
    BNP Paribas, Paris, Swift code: [**], IBAN:
[**], under the following reference: BFI/LSI/BOCI Crédits
Acheteurs  Commercial Loan Hull No D 33 dated 22 September 2006 in the case of euro;
and15.1.2
    
    the account of BNP Paribas, Paris, Swift code: [**],
account number [**] with BNP Paribas S.A., The Equitable
Building, 787 Seventh Avenue, New York, New York NY 10019, Swift code:
[**], under the following reference: BFI/LSI/BOCI Crédits
Acheteurs  Commercial Loan Hull No D 33 dated 22 September 2006 in the case of
Dollars.
 These sums must be credited before 11.00 a.m. Paris time or 11.00 a.m. New York time (in the
case that the payment is in Dollars) in freely transferable and convertible currency. For
each payment to be made, the Borrower shall notify the Agent on the third Business Day prior
to the due payment date that it will issue instructions to its bank (which shall be named in
such notification) to make the relevant payment.16.
    
    SECURITYAll the Borrowers payment obligations under this Agreement shall be secured by:
 16.1.1
    
    the Guarantee to be signed within ten (10) Business Days of the date of this
Agreement in favour of the Finance Parties;16.1.2
    
    the Mortgage to be executed and registered in favour of the Finance Parties forthwith
upon delivery of the Vessel; and16.1.3
    
    the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of
Earnings and the Assignment of Management Agreement to be executed in favour of the
Finance Parties forthwith upon delivery of the Vessel.
 17.
    
    APPLICATION OF SUMS RECEIVEDAll sums received under this Agreement by the Agent, on behalf of the Lenders, or by any of
the Lenders for any reason whatsoever will, without prejudice to complementary provisions of
the Mortgage, be applied:
 17.1.1
    
    in priority, to payments of any kind due or in arrears in the order of their due
payment dates and first, to fees, charges and expenses, second, to interest payable
pursuant to Clause 12, third, to interest payable pursuant to Clause 4, fourth, to the
principal of the Loan payable pursuant to Clause 4 and, fifth, to any other sums due
under this Agreement and, if relevant, pro ratato each of the Lenders; or
 60




---



##### 



17.1.2
    
    if no payments are in arrears or if these payments have been discharged as set out
above, then and to sums remaining due under this Agreement and, if relevant, pro rata
to each of the Lenders and in each case in inverse order of maturity, the interest
being recalculated accordingly.
 18.
    
    CHANGES TO THE LENDERS18.1
    
    Assignments and transfers by the LendersSubject to this Clause 18, a Lender (the Existing Lender) may:
 18.1.1
    
    assign its rights; or18.1.2
    
    transfer by novation its rights and obligations,
 to another bank or financial institution which is authorised by the French Authorities to
enter into French export credits benefiting from the CIRR (the New Lender).18.2
    
    Conditions of assignment or transfer
 18.2.1
    
    The consent of the Borrower is required for an assignment or transfer by an Existing
Lender, unless the assignment or transfer is to another Lender or an Affiliate of a
Lender.18.2.2
    
    The consent of the Borrower to an assignment or transfer must not be unreasonably
withheld or delayed.18.2.3
    
    The assignment or transfer must be with respect to a minimum Commitment of
[**] euro [**] or, if less, the
Existing Lenders full Commitment.18.2.4
    
    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 other Finance Parties as it would have
been under if it was an Original Lender; and(b)
    
    performance by the Agent of all necessary know your
customer or other similar checks under all applicable laws and regulations 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.
 18.2.5
    
    A transfer will only be effective if the procedure set out in Clause 18.5 is complied
with.18.2.6
    
    If:
 (a)
    
    a Lender assigns or transfers its rights or obligations under
the Security Documents or changes its Facility Office; and(b)
    
    as a result of circumstances existing at the date the
assignment, transfer or change occurs, an Obligor would be obliged to make a
payment to the New Lender or Lender acting through its new Facility Office
under Clause 8,
 61




---



##### 



18.3
    
    Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of [**]. The New Lender
shall also pay to the Agent, upon demand, all reasonable costs and expenses, duties and
fees, including but without limitation legal costs and out of pocket expenses, incurred by
the Agent or the Lenders in connection with any necessary amendment to or supplementing of
the Transaction Documents or any of them or the Coface Insurance Policy as a consequence of
the assignment or transfer.18.4
    
    Limitation of responsibility of Existing Lenders
 18.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no representation
or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy or
enforceability of the Security Documents or any other documents;(b)
    
    the financial condition of any Obligor;(c)
    
    the performance and observance by any Obligor of its
obligations under the Security Documents or any other documents; or(d)
    
    the accuracy of any statements (whether written or oral) made
in or in connection with any Security Document or any other document,
 and any representations or warranties implied by law are excluded.18.4.2
    
    Each New Lender confirms to the Existing Lender and the other Finance Parties that
it:
 (a)
    
    has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Security Document; and(b)
    
    will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Security Documents or any Commitment is in
force.
 18.4.3
    
    Nothing in any Security Document obliges an Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any of the rights
and obligations assigned or transferred under this Clause 18; or(b)
    
    support any losses directly or indirectly incurred by the New
Lender by reason of the non-performance by any Obligor of its obligations
under the Security Documents or otherwise.
 62




---



##### 



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 each of the Obligors and the Existing Lender shall be
released from further obligations towards one another under the Security
Documents and their respective rights against one another under the Security
Documents shall be cancelled (being the Discharged Rights and Obligations);(b)
    
    each of the Obligors 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 that
Obligor and the New Lender have assumed and/or acquired the same in place of
that Obligor and the Existing Lender;(c)
    
    the Agent, the Mandated Lead Arrangers, the New Lender and
the 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
Mandated Lead Arrangers and the Existing Lender shall each be released from
further obligations to each other under the Security Documents; and(d)
    
    the New Lender shall become a Party as a Lender.
 18.6
    
    Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.18.7
    
    Permitted disclosureAny Finance Party may disclose to any of its Affiliates and to the following other persons:
 18.7.1
    
    any person 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;
 63




---



##### 



18.7.2
    
    any person 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 any Obligor;18.7.3
    
    any person to whom, and to the extent that, information is required to be disclosed
by any applicable law or regulation;18.7.4
    
    any other Finance Party, or any employee, officer, director or representative of such
entity which needs to know such information or receive such document in the course of
such persons employ or duties;18.7.5
    
    Coface, or any employee, officer, director or representative of such entity which
needs to know such information or receive such document in the course of such persons
employ or duties;18.7.6
    
    the Guarantor or any other member of the Group, or any employee, officer, director or
representative of such entity which needs to know such information or receive such
document in the course of such persons employ or duties; or18.7.7
    
    auditors, insurance and reinsurance brokers, insurers and reinsurers and professional
advisers, including legal advisers, which need to know such information,
 any information about any Obligor, this Agreement and the other Security Documents as that
Finance Party shall consider appropriate. Each of the Finance Parties may also disclose to
the Builder, or any employee, officer, director or representative of the Builder which needs
to know such information or receive such document in the course of such persons employ or
duties, such information about any Obligor, this Agreement and the other Security Documents
as that Finance Party reasonably considers normal practice for a French export credit.Each of the Finance Parties acknowledges that all information received now or in the future
from or on behalf of the Obligors under or pursuant to or in connection with the Transaction
Documents or the Coface Insurance Policy (other than any information which is in the public
domain other than as a result of a breach of this Clause) is confidential information and
undertakes to advise this fact to any recipient of any such information under this Clause.19.
    
    CHANGES TO THE OBLIGORSNo Obligor may assign any of its rights or transfer any of its rights or obligations under
the Security Documents without the unanimous consent of the Lenders.20.
    
    ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS20.1
    
    Appointment of the Agent
 20.1.1
    
    Each other Finance Party appoints the Agent to act as its agent under and in
connection with this Agreement and the other Security Documents and the Coface
Insurance Policy.20.1.2
    
    Each other Finance Party authorises the Agent to exercise the rights, powers,
authorities and discretions specifically given to the Agent under or in connection with
the Security Documents together with any other incidental rights, powers, authorities
and discretions.
 64




---



##### 



20.2
    
    Duties of the Agent
 20.2.1
    
    The Agent shall promptly forward to a Party the original or a copy of any document
which is delivered to the Agent for that Party by any other Party.20.2.2
    
    Except where a Security Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another Party.20.2.3
    
    If the Agent receives notice from a Party referring to this Agreement, describing an
Event of Default and stating that the circumstance described is an Event of Default, it
shall promptly notify the other Finance Parties.20.2.4
    
    If the Agent is aware of the non-payment of any principal, interest, commitment fee
or other fee payable to a Finance Party (other than the Agent or a Mandated Lead
Arranger) under this Agreement it shall promptly notify the other Finance Parties.20.2.5
    
    The Agents duties under the Security Documents are solely administrative in nature.
 20.3
    
    Role of the Mandated Lead ArrangersNone of the Mandated Lead Arrangers has any obligations of any kind to any other Party under
or in connection with any Transaction Document or the Coface Insurance Policy.20.4
    
    No fiduciary duties
 20.4.1
    
    Nothing in this Agreement constitutes the Agent or any of the Mandated Lead Arrangers
as a trustee or fiduciary of any other person.20.4.2
    
    Neither the Agent nor any of the Mandated Lead Arrangers shall be bound to account to
any Lender for any sum or the profit element of any sum received by it for its own
account.
 20.5
    
    Business with the GuarantorThe Agent and each of the Mandated Lead Arrangers may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any Affiliate or
Subsidiary of the Guarantor.20.6
    
    Rights and discretions of the Agent
 20.6.1
    
    The Agent may rely on:
 (a)
    
    any representation, notice or document believed by it to be
genuine, correct and appropriately authorised; and
 (b)
    
    any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.
 20.6.2
    
    The Agent may assume (unless it has received notice to the contrary in its capacity
as agent for the Lenders) that:
 (a)
    
    no Event of Default has occurred (unless it has actual
knowledge of an Event of Default arising under Clause 13.2); and
 65




---



##### 



(b)
    
    any right, power, authority or discretion vested in any Party
or the Lenders has not been exercised.
 20.6.3
    
    The Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.20.6.4
    
    The Agent may act in relation to the Security Documents through its personnel and
agents.20.6.5
    
    The Agent may disclose to any other Party any information it reasonably believes it
has received as the Agent under this Agreement.20.6.6
    
    Notwithstanding any other provision of any Security Document to the contrary, neither
the Agent nor any of the Mandated Lead Arrangers is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of any law
or regulation or a breach of a fiduciary duty or duty of confidentiality.
 20.7
    
    Lenders instructions
 20.7.1
    
    Unless a contrary indication appears in a Security Document, the Agent shall:
 (a)
    
    exercise any right, power, authority or discretion vested in
it as Agent in accordance with any instructions given to it by the Lenders
(or, if so instructed by the Lenders, refrain from exercising any right,
power, authority or discretion vested in it as the Agent); and(b)
    
    not be liable for any act (or omission) if it acts (or
refrains from taking any action) in accordance with an instruction of the
Lenders.
 20.7.2
    
    Unless a contrary indication appears in a Security Document, any instructions given
by the Lenders will be binding on all the Finance Parties.20.7.3
    
    The Agent may refrain from acting in accordance with the instructions of the Lenders
until it has received such security as it may require for any cost, loss or liability
(together with any associated value added tax) which it may incur in complying with the
instructions.20.7.4
    
    In the absence of instructions from the Lenders the Agent may act (or refrain from
taking action) as it considers to be in the best interest of the Lenders.20.7.5
    
    The Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lenders consent) in any legal or arbitration proceedings relating to any Security
Document.
 20.8
    
    Responsibility for documentationThe Agent is not responsible for:
 20.8.1
    
    the adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by the Agent, a Mandated Lead Arranger, an Obligor or any other
person given in or in connection with any Transaction Document or the Coface Insurance
Policy; or20.8.2
    
    the legality, validity, effectiveness, adequacy or enforceability of any Transaction
Document or the Coface Insurance Policy or any other agreement,
 66




---



##### 



arrangement or document entered into, made or executed in anticipation of or in
connection with any Transaction Document or the Coface Insurance Policy.
 20.9
    
    Exclusion of liability
 20.9.1
    
    Without limiting Clause 20.9.2, the Agent will not be liable for any action taken by
it under or in connection with any Security Document, unless directly caused by its
gross negligence or wilful misconduct.20.9.2
    
    No Party (other than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might have against the Agent
or in respect of any act or omission of any kind by that officer, employee or agent in
relation to any Security Document and any officer, employee or agent of the Agent may
rely on this Clause.20.9.3
    
    The Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Security Documents to be paid by the Agent
if the Agent has taken all necessary steps as soon as reasonably practicable to comply
with the regulations or operating procedures of any recognised clearing or settlement
system used by the Agent for that purpose.20.9.4
    
    Nothing in this Agreement shall oblige the Agent or a Mandated Lead Arranger to carry
out any know your customer or other checks in relation to any person on behalf of any
Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers that it is
solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Agent or a Mandated Lead
Arranger.
 20.10
    
    Lenders indemnity to the AgentEach Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against
any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agents
gross negligence or wilful misconduct) in acting as Agent under the Security Documents
(unless the Agent has been reimbursed by an Obligor pursuant to a Security Document).20.11
    
    Resignation of the Agent
 20.11.1
    
    The Agent may resign and appoint one of its Affiliates as successor by giving notice
to the other Finance Parties and the Borrower.20.11.2
    
    Alternatively the Agent may resign by giving notice to the other Finance Parties and
the Borrower, in which case the Lenders (after consultation with the Borrower) may
appoint a successor Agent.20.11.3
    
    If the Lenders have not appointed a successor Agent in accordance with Clause
20.11.2 within thirty (30) days after notice of resignation was given, the Agent (after
consultation with the Borrower) may appoint a successor Agent.20.11.4
    
    The retiring Agent shall, at its own cost, make available to the successor Agent
such documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Security Documents.
 67




---



##### 



20.11.5
    
    The Agents resignation notice shall only take effect upon the appointment of a
successor.20.11.6
    
    Upon the appointment of a successor, the retiring Agent shall be discharged from any
further obligation in respect of the Security Documents but shall remain entitled to
the benefit of this Clause 20. Its successor and each of the other Parties shall have
the same rights and obligations amongst themselves as they would have had if such
successor had been an original Party.20.11.7
    
    After consultation with Coface, the Lenders may, by notice to the Agent, require it
to resign in accordance with Clause 20.11.2. In this event, the Agent shall resign in
accordance with Clause 20.11.2.
 20.12
    
    Confidentiality
 20.12.1
    
    In acting as agent for the Finance Parties, the Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other
of its divisions or departments.20.12.2
    
    If information is received by another division or department of the Agent, it may be
treated as confidential to that division or department and the Agent shall not be
deemed to have notice of it.
 20.13
    
    Relationship with the LendersThe Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five (5) Business
Days prior notice from that Lender to the contrary in accordance with the terms of this
Agreement.20.14
    
    Credit appraisal by the LendersWithout affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Security Document, each Lender confirms to the Agent and each
of the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in
connection with any Security Document including but not limited to:
 20.14.1
    
    the financial condition, status and nature of the Guarantor and each Subsidiary of
the Guarantor;20.14.2
    
    the legality, validity, effectiveness, adequacy or enforceability of any Security
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Security Document;20.14.3
    
    whether that Lender has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any
Security Document, the transactions contemplated by the Security Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Security Document; and20.14.4
    
    the adequacy, accuracy and/or completeness of any information provided by the Agent,
any Party or by any other person under or in connection with any Security Document, the
transactions contemplated by the Security Documents
 68




---



##### 



or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Security Document.
 20.15
    
    Deduction from amounts payable by the AgentIf any Party owes an amount to the Agent under the Security Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Security Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Security Documents that Party shall be regarded as having received any
amount so deducted.21.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIES21.1
    
    No provision of this Agreement will:
 21.1.1
    
    interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;21.1.2
    
    oblige any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or21.1.3
    
    oblige any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of tax.
 22.
    
    SHARING AMONG THE FINANCE PARTIES22.1
    
    Payments to Finance PartiesIf a Finance Party (a Recovering Finance Party) receives or recovers any amount from an
Obligor other than in accordance with Clause 23 and applies that amount to a payment due
under the Security Documents then:
 22.1.1
    
    the Recovering Finance Party shall, within three (3) Business Days, notify details of
the receipt or recovery to the Agent;22.1.2
    
    the Agent shall determine whether the receipt or recovery is in excess of the amount
the Recovering Finance Party would have been paid had the receipt or recovery been
received or made by the Agent and distributed in accordance with Clause 17 and Clause
23), without taking account of any tax which would be imposed on the Agent in relation
to the receipt, recovery or distribution; and22.1.3
    
    the Recovering Finance Party shall, within three (3) Business Days of demand by the
Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 17 and
Clause 23.
 22.2
    
    Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 17 and Clause 23.
 69




---



##### 



22.3
    
    Recovering Finance Partys rights
 22.3.1
    
    On a distribution by the Agent under Clause 22.2, the Recovering Finance Party will,
if possible under the relevant applicable laws, be subrogated to the rights of the
Finance Parties which have shared in the redistribution.22.3.2
    
    If and to the extent that the Recovering Finance Party is not able to rely on its
rights under Clause 22.3.1, the relevant Obligor shall be liable to the Recovering
Finance Party for a debt equal to the Sharing Payment which is immediately due and
payable.
 22.4
    
    Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:
 22.4.1
    
    each Lender which has received a share of the relevant Sharing Payment pursuant to
Clause 22.4 shall, upon request of the Agent, pay to the Agent for account of that
Recovering Finance Party an amount equal to the appropriate part of its share of the
Sharing Payment (together with an amount as is necessary to reimburse that Recovering
Finance Party for its proportion of any interest on the Sharing Payment which that
Recovering Finance Party is required to pay); and22.4.2
    
    that Recovering Finance Partys rights of subrogation in respect of any reimbursement
shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance
Party for the amount so reimbursed.
 22.5
    
    Exceptions
 22.5.1
    
    This Clause 22 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this Clause, have a valid and enforceable
claim against the relevant Obligor.22.5.2
    
    A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of
taking legal or arbitration proceedings, if:
 (a)
    
    it notified that other Finance Party of the legal or
arbitration proceedings; and(b)
    
    that other Finance Party had an opportunity to participate in
those legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.
 23.
    
    PAYMENT MECHANICS23.1
    
    Payments to the Agent
 23.1.1
    
    On each date on which an Obligor or a Lender is required to make a payment under a
Security Document, that Obligor or Lender shall make the same available to the Agent
(unless a contrary indication appears in a Security Document) for value on the due date
at the time and in such funds specified by the Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.
 70




---



##### 



23.1.2
    
    Payment shall be made to such account in a principal financial centre in a
Participating Member State or London (or, in the case of any other currency, in the
principal financial centre of the country of that currency) with such bank as the Agent
specifies.
 23.2
    
    Distributions by the AgentEach payment received by the Agent under the Security Documents for another Party shall,
subject to Clause 23.3, Clause 23.4 and Clause 20.15 be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with
this Agreement (in the case of a Lender, for the account of its Facility Office), to such
account as that Party may notify to the Agent by not less than five (5) Business Days
notice with a bank in a principal financial centre in a Participating Member State or London
(or, in the case of any other currency, in the principal financial centre of the country of
that currency).23.3
    
    Distributions to an ObligorThe Agent may (with the consent of the Obligor or in accordance with Clause 13.7 apply any
amount received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the Security
Documents or in or towards purchase of any amount of any currency to be so applied.23.4
    
    Clawback
 23.4.1
    
    Where a sum is to be paid to the Agent under the Security Documents for another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.23.4.2
    
    If the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Agent shall on demand refund
the same to the Agent together with interest on that amount from the date of payment to
the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
 23.5
    
    No set-off by ObligorsAll payments to be made by an Obligor under the Security Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.23.6
    
    Business Days
 23.6.1
    
    Any payment which is due to be made on a day that is not a Business Day shall be made
on the next Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).23.6.2
    
    During any extension of the due date for payment of any principal or unpaid sum under
this Agreement interest is payable on the principal or unpaid sum at the rate payable
on the original due date.
 23.7
    
    Currency of account
 23.7.1
    
    Subject to Clauses 23.7.2 and 23.7.3 euro is the currency of account and payment for
any sum from an Obligor under any Security Document.
 71




---



##### 



23.7.2
    
    Each payment in respect of costs, expenses or taxes shall be made in the currency in
which the costs, expenses or taxes are incurred.23.7.3
    
    Any amount expressed to be payable in a currency other than euro shall be paid in
that other currency.
 23.8
    
    Change of currency
 23.8.1
    
    Unless otherwise prohibited by law, if more than one currency or currency unit are at
the same time recognised by the central bank of any country as the lawful currency of
that country, then:
 (a)
    
    any reference in the Security Documents to, and any
obligations arising under the Security Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit of
that country designated by the Agent (after consultation with the Lenders and
the Borrower); and(b)
    
    any translation from one currency or currency unit to another
shall be at the official rate of exchange recognised by the central bank for
the conversion of that currency or currency unit into the other, rounded up or
down by the Agent (acting reasonably).
 23.8.2
    
    If a change in any currency of a country occurs, this Agreement will, to the extent
the Agent (acting reasonably and after consultation with the Lenders and the Borrower)
specifies to be necessary, be amended to comply with any generally accepted conventions
and market practice in the relevant interbank market and otherwise to reflect the
change in currency.
 24.
    
    GOVERNING LAWThis Agreement is governed by English law.25.
    
    ENFORCEMENT25.1
    
    Jurisdiction of English courtsThe 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 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 25.1 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent
proceedings in any number of jurisdictions.25.2
    
    Service of processWithout prejudice to any other mode of service allowed under any relevant law, the Borrower:
 25.2.1
    
    irrevocably appoints Clifford Chance Secretaries Limited as its agent for service of
process in relation to any proceedings before the English courts in connection with any
Finance Document; and
 72




---



##### 



25.2.2
    
    agrees that failure by a process agent to notify the Borrower of the process will not
invalidate the proceedings concerned.
 26.
    
    APPENDICESThe appendices form an integral part of this Agreement.27.
    
    NOTICESAny notices and demands and, subject to Clause 25.2.1, service of process relating to this
Agreement or its performance, shall be in writing and shall be validly addressed, delivered
or served at the respective addresses below:
 For the Borrower:
    
    c/o 7665 Corporate Center Drive
Miami
Florida 33126
United States of America
Facsimile: +1 305 436 4140 (the Chief Financial Officer) and
+1 305 436 4117 (Legal Department)
Attention: the Chief Financial Officer and the Legal Departmentwith a copy to:the Investors
c/o Apollo Management, LP
9 West 57th Street, 43rd Floor
New York, NY 10019
United States of America
marked for the attention of Mr Steven Martinez
Facsimile: +1 212 515 3288For the Agent:
    
    BNP Paribas
ECEP/Export Finance
ACI: CHDESA1
37 Place du Marché Saint-Honoré
75031 Paris Cedex 01
France
Facsimile: +33 01 4316 8184
Attention: Mrs Dominique Laplasse (Team Head)For the Lenders:
    
    c/o the Agent
 or to such other address or numbers as each party may notify to the other. Notices shall be
effective upon receipt as set forth above provided that if the copy of any notice is not
received by NCL Investment Ltd. it shall not affect the effectiveness of the notice. Any
communications by facsimile shall be confirmed by registered mail or recognized
international courier service, but the communication shall be deemed received on the date of
the facsimile transmission (or if the day is not a business day in the place where the
facsimile is received, on the next business day in that place).Provided that for so long as no notice of acceleration has been issued pursuant to Clause
13.4, notices addressed to the Agent shall be deemed to have been addressed to the Lenders.
 73




---



##### 



28.
    
    MISCELLANEOUS28.1
    
    If any term of this Agreement becomes invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.28.2
    
    No failure or delay on the part of the Lenders in exercising any right, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof
preclude any other or further exercise thereof by the Lenders or the exercise by the Lenders
of any other right, power or privilege. The rights and remedies of the Lenders herein provided
are cumulative and not exclusive of any rights or remedies provided by law.28.3
    
    This Agreement shall not be capable of being modified otherwise than by an express
modification in writing signed by the Borrower and the Lenders.29.
    
    COMING INTO FORCEThis Agreement shall come into force on the date of its signature but the rights and
obligations of the Borrower hereunder may be terminated by written notice from the Borrower
to the Agent, such notice to be received not later than sixty (60) days prior to the
Intended Delivery Date. Following service of such notice (which shall be irrevocable), the
Borrower shall have no further right to draw down the Loan and the Borrower shall have no
further obligations under this Agreement save in respect of fees, costs and expenses
incurred under or in respect of this Agreement on or before the date on which the notice
becomes effective or as a result of the service of the notice.Service by the Borrower of the written notice in accordance with the preceding paragraph
shall constitute a condition subsequent to this Agreement.
 74




---



##### 



F3 TWO, LTD.
    
    BNP PARIBASby:
    
    by:its:
    
    its:CALYON
    
    HSBC FRANCEby:
    
    by:its:
    
    its:SOCIETE GENERALEby:its:
 75




---



##### 



APPENDIX I
 DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT
       76




---



##### 



APPENDIX II
 THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS
 Registered Number with theRegistry of Trade andName
    
    Registered Address
    
    CompaniesBNP PARIBAS
    
    16 boulevard des
Italiens, 
75009 Paris,
France
    
    662 042 449 (RCS Paris)CALYON
    
    9 quai du Président
Paul 
Doumer, 92920
Paris 
La Défense
Cedex, France
    
    304 187 701 (RCS Nanterre)HSBC FRANCE
    
    103 avenue des Champs
Elysées, 75419 Paris,
Cedex 08, France
    
    775 670 284 (RCS Paris)SOCIETE GENERALE
    
    29 boulevard
Haussmann, 
75009
Paris, France
    
    552 120 222 (RCS Paris)
  77




---



##### 



APPENDIX III
 FORM OF TRANSFER CERTIFICATE
 To:
    
    [       ] as AgentFrom:
    
    [The Existing Lender] (the Existing Lender) and [The New Lender]
(the New Lender)
  F3 Two, Ltd.  EUR662,905,320 Loan Agreement
dated 22 September 2006 (the Agreement )
 1.
    
    We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.2.
    
    We refer to Clause 18.5:
 (c)
    
    The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lenders
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 18.5.(d)
    
    The proposed Transfer Date is [ ].(e)
    
    The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 27 are set out in the Schedule.
 3.
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in Clause 18.4.3.4.
    
    This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.5.
    
    This Transfer Certificate is governed by English law.
 THE SCHEDULE
 Commitment/rights and obligations to be transferred
 insert relevant details  Facility Office address, fax number and attention details for notices and account details for
payments
 [Existing Lender]
    
    [New Lender]By: ___________________________________
    
    By: ___________________________________
 78




---



##### 



79




---



##### 



APPENDIX IV
 FORM OF DRAWDOWN NOTICE
 
   Hull No. D33 Drawdown Notice
    Agreement
      F3 TWO, LTD.
 80




---



##### 



APPENDIX V
 APOLLO-RELATED TRANSACTIONS
 1
    
    Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing), the Investors shall pay to the Guarantor USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Guarantor,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent. (50%) of the issued and outstanding
Ordinary Shares of the Guarantor as of the Closing.1.2
    
    On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade
Assets to NCL International (or one of NCL Internationals existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such
transfer from the US flag to the Bahamas flag provided that in the event that the
transfer of the Jade Assets can be effected in a manner that the parties to the
Subscription Agreement agree is more advantageous from a tax perspective than the
manner set forth above, such transfer shall be effected in an alternative manner and
(ii) NCL International (or one of its existing or newly-formed subsidiaries) will
assume the Jade Liabilities (such transactions together the Jade Transfer).1.3
    
    Effective as of the Closing, in consideration of the mutual covenants and
agreements contained therein, the Guarantor has released, waived and forever
discharged Star, its Subsidiaries and their respective predecessors, successors,
assigns, officers, directors, shareholders, employees and agents and their respective
counsel (for the benefit of Star and its Subsidiaries) from any and all actions,
causes of actions, demands, suits, contracts, agreements, Encumbrances, Liabilities,
or Losses of any type, based on any fact or circumstance arising prior to the Closing
based on Stars relationship with the Guarantor and its Subsidiaries prior to the
Closing (including any claims relating to actual or alleged breaches of fiduciary or
other duties by Stars directors, officers or shareholders), whether based on contract
or any applicable law (including tort, statute, local ordinance, regulation or any
comparable law) in any jurisdiction.1.4
    
    Star, the Guarantor and the Investors have stated their mutual intention
that, following the Closing, Star and the Guarantor continue their current policies
and practices of close collaboration in support of their mutual efforts to develop
their respective cruise line businesses, including providing assistance to each other
in mutually-beneficial strategic initiatives, consultation, co-ordination,
collaboration in shipbuilding and sharing of ship design and providing or assisting in
obtaining any necessary consents and approvals relating to such initiatives,
shipbuilding or ship design provided that in no event shall Star or the Guarantor be
obligated to engage in any such efforts if such efforts could reasonably be expected
to have an adverse effect on the operation or prospects of such partys respective
cruise line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect
in its sole discretion to have all or a portion of the indemnity obligation of Star
deemed satisfied by having the Guarantor issue to the Investors additional Ordinary
Shares.
 81




---



##### 



1.6
    
    If the transactions contemplated by the Subscription Agreement upon the
Closing (as described in clause 1.1 of this Appendix) are consummated, at the Closing,
the Guarantor shall pay, by wire transfer of immediately available funds, to each
Person who is the payee of any outstanding Guarantor Transaction Expenses as of the
Closing Date, the amount owed to such Person. For the avoidance of doubt, in the
event that the Closing Date transaction fee payable to either (i) an Affiliate of the
Investors or (ii) Star or an Affiliate thereof exceeds, in either case, an amount
which is equal to half of the amount paid to Citigroup Global Markets, Inc. or an
Affiliate thereof for its mergers and acquisitions advisory fee, such excess amount
shall be paid, with respect to (i), by Star, or with respect to (ii), by the
Investors. If the transactions contemplated by the Subscription Agreement upon the
Closing (as described in clause 1.1 of this Appendix) are not consummated, all costs
and expenses incurred in connection with the Subscription Agreement and the
transactions contemplated thereby shall be paid by the party incurring such costs and
expenses.
 2
    
    Shareholders AgreementFor so long as the ratio of the number of the Equity Securities owned by the Star Group on a
fully diluted basis divided by the number of the Equity Securities owned by the Investor
Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the
actions set forth in schedule II of the Shareholders Agreement without the prior written
approval of Star. For the purpose of this clause on a fully diluted basismeans taking
into account any shares issued or issuable under warrants, options and convertible
instruments (or other equity equivalents).3
    
    Reimbursement Agreement
 3.1
    
    NCL America Holdings UndertakingsStar and Investor I have agreed (the NCLA Undertakings) to cause the Guarantor to
conduct the NCLA Business in the usual and ordinary course of business after the
Closing Date. In connection therewith, Star shall periodically reimburse the
Guarantor for any NCLA Cash Losses up to the amount of the Cash Losses Cap.3.2
    
    Star Termination ElectionAt any time after the Closing Date, Star may give notice (the Star Termination
Election) to the Guarantor and Investor I that it is terminating the NCLA
Undertakings. Following receipt by the Guarantor of the Star Termination Election,
the parties to the Reimbursement Agreement shall then within thirty (30) days
thereafter either (i) enter into the NCLA Continuation Agreement (as defined in
clause 3.4 of this Appendix) or (ii) make the NCLA Wind-up Determination (as defined
in clause 3.5 of this Appendix).3.3
    
    Guarantor Termination ElectionIn the event the Star Termination Election has not been delivered prior to 1 December
2008, then on the earlier of (i) such date and (ii) the date on which the aggregate
amount of NCLA Cash Losses actually accrued equals or exceeds USD37,500,000, the
Guarantor may give notice to Star (the Guarantor Termination Election) that it is
terminating the NCLA Undertakings. Following receipt by Star of the Guarantor
Termination Election (a) the parties to the Reimbursement Agreement shall undertake
the Shut Down Procedure (b) the
 82




---



##### 



America Assets shall be transferred by NCL America Holdings to NCL International (or
one of its existing or newly-formed subsidiaries), which transfer shall be
accomplished through liquidations to the extent necessary and NCL International (or
one of its existing or newly-formed subsidiaries) shall assume any liabilities
associated with the America Assets, and the Pride of America Vessel shall be
re-flagged in connection with such transfer from the US flag to the Bahamas flag
(such transactions together the America Transfer) (c) the Guarantor shall pay to
Star an amount equal to USD460,000,000 less any America Accumulated Book Depreciation
and less any Allocable America Indebtedness (d) the Guarantor shall prepay and/or
cancel the relevant percentage of the term loan and revolving credit facilities
outstanding under the credit facilities related to the Aloha Assets (and the lenders
under such facilities shall release all of their liens on the Aloha Assets) and cause
the transfer to Star (or one of its subsidiaries) of all of NCL America Holdings
right, title and interest in the Aloha Assets free and clear of any Encumbrances
through liquidations that qualify as complete liquidations under section 331 of the
Code of NCL America Holdings, Pride of Aloha, Inc., a Delaware corporation, and each
of NCL America Holdings other subsidiaries, to the extent necessary and (e) Star
shall reimburse the Guarantor for any and all Shut Down Costs up to USD35,000,000
(each such payment, distribution or transaction, the Wind Up Transactions).
Following any decision to shut down the NCLA Business, any decision to sell or
otherwise dispose of any of the assets of the NCLA Business (other than the Pride of
America Vessel, the Pride of Aloha Vessel and their respective related assets) as
part of the Shut Down Procedure shall be determined solely by Star. The net proceeds
of any such sale or disposition(s) shall be deducted from and shall reduce the Shut
Down Costs by such amount of net proceeds.3.4
    
    NCL America Holdings Continuation AgreementIn the event that Star has provided the Guarantor and Investor I with the Star
Termination Election, then within thirty (30) days thereafter, the Guarantor and Star
will mutually agree in writing that the Guarantor shall continue to operate and
manage the NCLA Business (the NCLA Continuation Agreement), in which case (i)
Stars obligations to reimburse the Guarantor for the NCLA Cash Losses shall
terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii)
the Guarantor shall pay to Star an amount equal to USD800,000,000, less the Aloha
Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less
the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such
amounts together the Payment) provided that the Payment shall be funded in part by
an incremental equity contribution to the Guarantor by each of Star and Investor I in
the amount of USD170,000,000, less one-half of the Aloha Accumulated Book
Depreciation and less one-half of the Allocable Aloha Indebtedness.Subject to the proviso in the immediately preceding paragraph, the Guarantor shall
use reasonable best efforts to fund any payments to Star pursuant to the NCLA
Continuation Agreement, NCLA Wind Up Transactions or the Guarantor Termination
Election by either the use of funds generated internally by the Guarantor or
generated from the incurrence of additional Indebtedness from existing or new debt
facilities. In the event that the Guarantor is unable to fund payments in such a
manner, Star and Investor I acknowledge and agree that such funds shall be generated
by the net proceeds of a primary offering of additional Ordinary Shares to the
existing shareholders of the Guarantor at the Subscription Price.
 83




---



##### 



3.5
    
    NCL America Holdings Wind-up DeterminationIn the event that the Guarantor and Star have not entered into the NCLA Continuation
Agreement by the end of such thirty (30) day period or the Guarantor provides to Star
notice prior to the expiration of such thirty (30) day period that the Guarantor has
elected to shut down the NCLA Business (either such circumstance, the NCLA Wind-up
Determination) the parties shall consummate the Wind Up Transactions.If none of the Guarantor Termination Election, the NCLA Continuation Agreement or the
NCLA Wind-up Determination has been made by 31 December 2008, the provisions of the
Reimbursement Agreement shall apply as if the Guarantor and Star have entered into
the NCLA Continuation Agreement.
 4
    
    IndentureAs a result of the transactions contemplated by the Subscription Agreement (as described in
clause 1.1 of this Appendix), a change of control is triggered under the Indenture, dated 15
July 2004, between the Guarantor and JPMorgan Chase Bank, N.A., as indenture trustee, with
respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and as
required by the terms of the Indenture, the Guarantor will proceed with a repurchase offer
for the outstanding bonds at a purchase price in cash equal to one hundred and one per cent.
(101%) of the principal amount plus accrued and unpaid interest. Apollo holds USD29,000,000
in principal amount of the said 10 5/8% Senior Notes due 2014.
 Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 Allocable America Indebtedness
 Allocable Jade Indebtedness
 Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 84




---



##### 



Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Cash Losses Cap
 Closing Date
 Code
 Encumbrances
 85




---



##### 



Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Guarantor Transaction Expenses
 Indebtedness
 Investor Group
 Jade Assets
 86




---



##### 



Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 NCLA Business
 NCLA Capital Expenditures
 NCLA Cash Losses
 87




---



##### 



NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent. (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Guarantor with the Investor; and(ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 Person
 Post-Termination Expenses
 Pride of Aloha Vessel
 88




---



##### 



Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 Transaction Documents
 Transfer
 89




---



##### 



Voting Agreement
 90




---



##### 



Schedule 1
 Accumulated Book Depreciation
 91




---



##### 



Schedule 3
 Amended and Restated Guarantee
 92




---



##### 



DATED 6 OCTOBER 2006
 NCL CORPORATION LTD.
(as guarantor)
  in favour of 
 BNP PARIBAS
CALYON
HSBC FRANCE
and
SOCIETE GENERALE
(as lenders)
  and 
 BNP PARIBAS
(as agent)
 
 GUARANTEE
IN RESPECT OF THE OBLIGATIONS OF
F3 TWO, LTD.
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
  93




---



##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    952
    
    Guarantee and Indemnity
    
    
    963
    
    Survival of Guarantors Liability
    
    
    974
    
    Continuing Guarantee
    
    
    985
    
    Exclusion of the Guarantors Rights
    
    
    996
    
    Payments
    
    
    1007
    
    Enforcement
    
    
    1018
    
    Representations and Warranties
    
    
    1019
    
    General Undertakings: Positive Covenants
    
    
    10410
    
    General Undertakings: Negative Covenants
    
    
    10511
    
    Financial Undertakings and Ownership and Control of the Guarantor
    
    
    10712
    
    Discharge
    
    
    11313
    
    Assignment and Transfer
    
    
    11414
    
    Miscellaneous Provisions
    
    
    11515
    
    Waiver of Immunity
    
    
    11516
    
    Notices
    
    
    11617
    
    Governing Law
    
    
    11618
    
    Jurisdiction
    
    
    116Schedule 1
    
    Quarterly Statement of Financial Covenants
    
    
    119Schedule 2
    
    Particulars of Agent and Lenders
    
    
    121
 94




---



##### 



DEED OF GUARANTEE AND INDEMNITY
 DATED
 BY:
 (1)
    
    NCL CORPORATION LTD.being a company validly existing under the laws of Bermuda with
registration number EC34678 and with its registered office at Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda as guarantor (the Guarantor);
 IN FAVOUR OF:
 (2)
    
    BNP PARIBAS, CALYON, HSBC FRANCE AND SOCIETE GENERALE, whose details are more particularly
set out in Schedule 2 as lenders (the Lenders); and(3)
    
    BNP PARIBAS, whose details are more particularly set out in Schedule 2 as agent (the Agent
and collectively with the Lenders the Beneficiaries).
 WHEREAS:
 (A)
    
    By a loan agreement dated 22 September 2006 (the Loan Agreement) made between (among
others) (1) F3 Two, Ltd. as borrower (the Borrower) (2) the Lenders and (3) the Agent, the
Lenders have agreed, on the terms and conditions therein set out, to make available to the
Borrower their participations in a loan facility of up to six hundred and sixty two million
nine hundred and five thousand three hundred and twenty euro (EUR662,905,320) (the Loan) in
order to assist the Borrower in financing part of the purchase price of the Vessel.(B)
    
    It is a condition precedent to the Beneficiaries performing their obligations under the Loan
Agreement that the Guarantor enters into this Deed.
 NOW THIS DEED WITNESSES:
 1
    
    Definitions and Construction
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Loan Agreement shall have the meanings set out therein.Accountsmeans the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the Guarantor and its
consolidated Subsidiaries together with the relative directors and auditors
reports;Event of Defaultmeans any of the events specified in clause 13.2 of the Loan
Agreement or specified as such in Clause 11;Obligorsmeans the Borrower, the Guarantor and the Manager;Officemeans in respect of the Agent and each Lender its office at the address set
out beneath its name in Schedule 2 or such other office as it shall from time to
time select and notify through the Agent to the Borrower;
 95




---



##### 



Outstanding Indebtednessmeans all sums of any kind payable actually or
contingently to the Finance Parties under or pursuant to the Loan Agreement or any
Transaction Document (whether by way of repayment of principal, payment of interest
or default interest, payment of any indemnity or counter-indemnity, reimbursement
for fees, costs or expenses or otherwise howsoever); andProcess Agentmeans Clifford Chance Secretaries Limited or any other person in
England nominated by the Assignor and approved by the Agent to accept service of
legal proceedings on its behalf under any of the Transaction Documents.
 1.2
    
    In this Deed unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Deed unless otherwise stated and
references to this Deed are to be construed as references to this Deed
including its Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or
any other document shall be construed as references to this Deed, that
provision or that document as from time to time amended, supplemented or
novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document
shall include reference to such partys successors and permitted assigns and
transferees;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof; and1.2.8
    
    where any matter requires the approval or consent of the
Lenders or 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 Lenders or the Agent, the Lenders or the Agent (as the case may be) shall
not be deemed to have accepted such matter unless its acceptance is
communicated in writing; each of the Lenders and the Agent may give or withhold
its consent, approval or acceptance at its unfettered discretion.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders agreeing at the request of the Guarantor to
make the Loan available to the Borrower in accordance with the terms of the Loan
Agreement, the payment by the Beneficiaries to the Guarantor of ten Dollars (USD10) and
other good and valuable consideration (the receipt and adequacy of which the Guarantor
hereby acknowledges) the Guarantor:
 96




---



##### 



2.1.1
    
    as primary obligor as and for its own debt and not merely as
surety hereby undertakes to the Lenders to be responsible for and hereby
guarantees to the Lenders:
 (a)
    
    the due and punctual payment by the Borrower to
the Lenders or the Agent (for itself and on behalf of the Lenders) (as
the case may be) (as and when due by acceleration, demand or otherwise
howsoever) of the Outstanding Indebtedness and every part thereof; and(b)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Loan Agreement and the other Security Documents; and
 2.1.2
    
    unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) unconditionally undertakes immediately on demand
by the Agent from time to time to indemnify the Beneficiaries and hold each of them
harmless in respect of:
 2.2.1
    
    any loss incurred by the Beneficiaries as a result of the Loan
Agreement and each other Security Document to which any of the Obligors is a
party or any provision thereof becoming invalid, void, voidable or
unenforceable for any reason whatsoever after execution hereof; and2.2.2
    
    any loss or damage of any kind arising directly or indirectly
from any failure on the part of any of the Obligors to perform any obligation
to be performed by any of the Obligors under and pursuant to the Loan Agreement
and each other Security Document to which any of the Obligors is a party.
 3
    
    Survival of Guarantors Liability
 3.1
    
    The Guarantors liability to the Beneficiaries under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by
any of the Finance Parties to or with any of the Obligors or any other person
in respect of any of their obligations under the Loan Agreement and each other
Transaction Document to which any of the Obligors or that other person is a
party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any
of the Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection
or avoidance of or any defect in any security granted by, or the obligations of
any of the Obligors or any other person under, the Loan Agreement and each
other Transaction Document to which any of the Obligors or that other person is
 97




---



##### 



a party or any amendment to or variation thereof or of any other document or
security comprised therein; or
 3.1.4
    
    any change in the name, constitution, memorandum of
association or otherwise of any of the Obligors or the amalgamation or merger
of any of the Obligors with any other corporate entity; or3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings
analogous thereto) of any of the Obligors or any other person or the
appointment of a receiver or administrative receiver or administrator or
trustee or similar officer of any of the assets of any of the Obligors or any
other person or the occurrence of any circumstances whatsoever affecting any
Obligors or that other persons liability to discharge its obligations under
the Loan Agreement and each other Transaction Document to which it is a party;
or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any
of the Obligors or any other person in respect of any claim by the Guarantor by
right of subrogation in any such liquidation; or3.1.7
    
    any release of any other Obligor or any other person or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Transaction Documents or the provision to any of the
Finance Parties at any time of any further security for the obligations of the
Borrower under any of the Transaction Documents; or3.1.8
    
    the release of any co-guarantor and/or indemnitor who is now
or may hereafter become under a joint and several liability with the Guarantor
under this Deed or the release of any other guarantor, indemnitor or other
third party obligor in respect of the obligations of any Obligor under any of
the Transaction Documents; or3.1.9
    
    any failure on the part of any of the Finance Parties (whether
intentional or not) to take or perfect any security agreed to be taken under or
in relation to any of the Transaction Documents or to enforce any of the
Transaction Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the Outstanding
Indebtedness) which might otherwise constitute a legal or equitable discharge
of any of the Guarantors obligations under this Deed.
 3.2
    
    The Guarantors liability to the Beneficiaries under this Deed shall not be
discharged by reason of any of the events or circumstances referred to in Clause 3.1 in
so far as they relate to Coface.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect
until irrevocable payment in full has been received by the Beneficiaries of
each and every part and the ultimate balance of the Outstanding Indebtedness in
accordance with the Loan Agreement and each other Security Document to which
any of the Obligors is a party; and
 98




---



##### 



4.1.2
    
    in addition to and not in substitution for or in derogation of
any other security held by any of the Finance Parties from time to time in
respect of the Outstanding Indebtedness or any part thereof.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Beneficiaries or any
discharge given by the Beneficiaries to the Guarantor or any other agreement reached
between the Beneficiaries and the Guarantor in relation to this Deed shall be, and be
deemed always to have been, void ab initio if any act satisfying any of the said
obligations or on the faith of which any such discharge was given or any such agreement
was entered into is subsequently avoided in whole or in part by or pursuant to any
provision of any applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Beneficiaries and, notwithstanding
that all monies and liabilities due or incurred by any of the Obligors to the
Beneficiaries which are guaranteed hereunder shall have been paid or discharged, the
Beneficiaries shall be entitled not to discharge this Deed or any security held by the
Beneficiaries for the obligations of the Guarantor hereunder for such period as may in
the reasonable opinion of the Beneficiaries be necessary or appropriate under any
applicable insolvency law after the last of such monies and liabilities have been paid
or discharged and in the event of bankruptcy, winding-up or any similar proceedings
being commenced in respect of any of the Obligors or any other person, the
Beneficiaries shall be at liberty not to discharge this Deed or any security held by
the Beneficiaries for the obligations of the Guarantor hereunder for and during such
further period as the Beneficiaries may determine at their sole discretion.
 5
    
    Exclusion of the Guarantors Rights
 5.1
    
    Until the obligations of the Obligors under the Loan Agreement and each other
Security Document to which they are a party have been fully performed, the Guarantor
shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by
subrogation or otherwise) any rights which the Beneficiaries may have in
respect of the Outstanding Indebtedness or any security therefor or all or any
of the proceeds of such rights or security; or5.1.2
    
    without the prior written consent of the Beneficiaries:
 (a)
    
    exercise in respect of any amount paid by the
Guarantor hereunder any right of indemnity, subrogation, contribution
or any other right or remedy which it may have in respect thereof; or(b)
    
    claim payment of any other monies for the time
being due to the Guarantor or to which it may become entitled or
exercise or enforce or benefit from any other right, remedy or security
in respect thereof; or(c)
    
    prove in a liquidation of any Obligor in
competition with the Beneficiaries for any monies owing to the
Guarantor by any other Obligor on any account whatsoever,
 99




---



##### 



PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any monies pursuant to any such exercise, claim or proof, such monies shall
be held by the Guarantor as trustee upon trust for the Beneficiaries to apply the
same as if they were monies received or recovered by the Beneficiaries under this
Deed.
 6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to such bank account or
accounts as the Agent may from time to time notify to the Guarantor in writing.If the Guarantor is required by law to make such a payment subject to the deduction
or withholding of Taxes, in which case the sum payable by the Guarantor in respect
of which such deduction or withholding is required to be made shall be increased to
the extent necessary to ensure that, after the making of such deduction or
withholding, the Lenders receive and retain (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which they would have
received and so retained had no such deduction or withholding been made or required
to be made.6.2
    
    Without prejudice to the provisions of Clause 6.1, if any Lender or the Agent
on the Lenders behalf is required to make any payment on account of Tax (not being a
tax imposed on the net income of its Office by the jurisdiction in which it is
incorporated or in which its Office is located or any other tax existing and applicable
on the date of this Deed under the laws of any jurisdiction) on or in relation to any
sum received or receivable hereunder by such Lender or the Agent on the Lenders behalf
(including, without limitation, any sum received or receivable under this Clause 6) or
any liability in respect of any such payment is asserted, imposed, levied or assessed
against such Lender or the Agent on the Lenders behalf, the Guarantor shall, upon
demand of the Agent, indemnify such Lender or the Agent against such payment or
liability, together with any interest, penalties and expenses payable or incurred in
connection therewith, other than interest, penalties, and expenses that are otherwise
imposed or asserted on account of the bad faith or wilful neglect of such Lender or the
Agent.If any Lender proposes to make a claim under the provisions of this Clause 6.2 it
shall certify to the Guarantor in reasonable detail within thirty (30) days (or such
longer period as any Lender may reasonably require) after becoming aware of the
event by reason of which it is entitled to make its claim or claims the basis of its
claim or claims, such certificate to be conclusive, save for manifest error.6.3
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.6.4
    
    If the Guarantor makes any payment hereunder in respect of which it is required
by law to make any deduction or withholding for Taxes, it shall pay the full amount to
be deducted or withheld to the relevant taxation or other authority
 100




---



##### 



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 6.1 and any Lender or the Agent on its
behalf determines that it has received or been granted a credit against or relief of
or calculated with reference to the deduction or withholding giving rise to such
additional payment, such Lender or the Agent (as the case may be) shall, to the
extent that it can do so without prejudice to the retention of the amount of such
credit, relief, remission or repayment and provided that it has received the cash
benefit of such credit, relief or remission, pay to the Guarantor such amount as
such Lender or the Agent shall in its reasonable opinion have concluded to be
attributable to the relevant deduction or withholding. Any such payment shall be
conclusive evidence of the amount due to the Guarantor hereunder and shall be
accepted by the Guarantor in full and final settlement of its rights of
reimbursement hereunder in respect of such deduction or withholding. Nothing herein
contained shall interfere with the right of any Lender and the Agent to arrange
their respective tax affairs in whatever manner they think fit.
 7
    
    Enforcement
 7.1
    
    The Beneficiaries shall not be obliged before taking steps to enforce this Deed
to take any action whatsoever against any of the Obligors or any other person and the
Guarantor hereby waives all such formalities or rights to which it would otherwise be
entitled or which the Beneficiaries would otherwise first be required to satisfy or
fulfil before proceeding or making demand against the Guarantor hereunder provided that
the Beneficiaries shall not be entitled to enforce their rights under this Deed
otherwise than in circumstances which would constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    Duration
 8.1.1
    
    The representations and warranties in Clause 8.2 shall survive
the execution of this Deed and shall be deemed to be repeated, with reference
mutatis mutandis to the facts and circumstances subsisting, as if made on each
day until each Obligor has no remaining obligations, actual or contingent,
under or pursuant to the Loan Agreement or any of the other Security Documents.8.1.2
    
    The representations and warranties in Clause 8.3 shall survive
the execution of this Deed and shall be deemed to be repeated, with reference
mutatis mutandis to the facts and circumstances subsisting, as if made on the
date falling sixty (60) days before the Intended Delivery Date and thereafter
on each day until each Obligor has no remaining obligations, actual or
contingent, under or pursuant to the Loan Agreement or any of the other
Security Documents.
 8.2
    
    Continuing representations and warrantiesThe Guarantor represents and
warrants to the Beneficiaries that:
 101




---



##### 



8.2.1
    
    it is a limited liability exempt company, duly incorporated
and validly existing under the laws of Bermuda, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own
its assets and carry on its business as it is now being conducted;8.2.2
    
    The Guarantor is and shall remain, after the giving of this
Deed, solvent in accordance with the laws of Bermuda and the United Kingdom and
in particular with the provisions of the Insolvency Act 1986 (as from time to
time amended) and the requirements thereof;8.2.3
    
    it has the power to enter into and perform this Deed and all
necessary corporate or other action has been taken to authorise the entry into
and performance of this Deed;8.2.4
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;8.2.5
    
    the entry into and performance of this Deed and the
transactions contemplated hereby do not and will not be a breach of or conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,nor result in the creation or imposition of any Encumbrance on any of its
assets pursuant to the provisions of any such agreement or document;
 8.2.6
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and the transactions contemplated hereby have been
obtained or effected and are in full force and effect;8.2.7
    
    all information furnished by or on behalf of the Guarantor
relating to the business and affairs of any member of the Group in connection
with this Deed was and remains true and correct in all material respects and
there are no other material facts or considerations the omission of which would
render any such information misleading;8.2.8
    
    the Guarantor has fully disclosed to the Lenders through the
Agent all facts relating to the Group which it knows or should reasonably know
and which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into the Loan Agreement;8.2.9
    
    the Accounts for the financial year ended 31 December 2005
(which accounts have been prepared in accordance with GAAP) fairly represent
the consolidated financial condition of the Guarantor as at 31 December 2005;
 102




---



##### 



8.2.10
    
    the claims of the Beneficiaries against the Guarantor under this Deed will
rank at least pari passu with the claims of all other unsecured creditors of
the Guarantor other than claims of such creditors to the extent that the same
are statutorily preferred;8.2.11
    
    subject to Clause 10.6, no member of the Group has taken any corporate action
nor have any other steps been taken or legal proceedings been started or (to
the best of the Guarantors knowledge and belief) threatened against any member
of the Group for its winding-up and/or dissolution or for the appointment of a
liquidator, administrator, receiver, administrative receiver, trustee or
similar officer of it or any or all of its assets or revenues nor has any
member of the Group sought any other relief under any applicable insolvency or
bankruptcy law;8.2.12
    
    neither the Guarantor nor any of its assets enjoys any right of immunity from
set-off, suit or execution in respect of its obligations under this Deed;8.2.13
    
    all the authorised and issued shares in each of the Borrower and the Manager
shall be legally and beneficially owned directly or indirectly by the Guarantor
and such structure shall remain so throughout the Security Period unless the
prior consent of the Lenders has been obtained. Further, no Event of Default
has occurred under Clause 11.2 in respect of the ownership and/or control of
the shares in the Guarantor; and8.2.14
    
    it has reviewed and agrees to all the terms and conditions of the Loan
Agreement and each other Security Document to which any Obligor is or is to be
a party.
 8.3
    
    Semi-continuing representations and warrantiesThe Guarantor represents and
warrants to the Beneficiaries that:
 8.3.1
    
    no event has occurred and is continuing which constitutes a
default under or in respect of any agreement or document to which the Guarantor
is a party or by which it may be bound (including, inter alia, this Deed);8.3.2
    
    no litigation, arbitration or administrative proceedings are
current or pending or to its knowledge threatened, which might, if adversely
determined, have a material adverse effect on the ability of the Guarantor to
perform its obligations under this Deed, save as disclosed by the Guarantor in
its most recent US Securities Exchange Commission filing;8.3.3
    
    to the best of its knowledge, each of the Obligors has
complied with all taxation laws in all jurisdictions in which it is subject to
Taxation and has paid all Taxes due and payable by it including but without
limitation any disputed Taxes unless a sufficient reserve has been made pending
resolution of the dispute and no material claims are being asserted against any
of the Obligors with respect to Taxes, which might, if such claims were
successful, have a material adverse effect on the ability of that Obligor to
perform its obligations under the Transaction Documents to which it is a party;
and
 103




---



##### 



8.3.4
    
    the Guarantor does not have a place of business in any
jurisdiction which would require this Deed to be filed or registered (if it had
a place of business in that jurisdiction) to ensure the validity of this Deed.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force and
effect from the date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each of its financial years) a
Certified Copy of its Accounts (commencing with the audited accounts made up to
31 December 2005);9.2.2
    
    as soon as practicable (and in any event within sixty (60)
days after the close of each quarter of each financial year) a copy of the
unaudited consolidated accounts of the Guarantor for that quarter (commencing
with the unaudited accounts made up to 30 June 2006);9.2.3
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each financial year), beginning with
the year ending 31 December 2006, annual cash flow projections on a
consolidated basis of the Guarantor showing on a monthly basis advance ticket
sales (for at least twelve (12) months following the date of such statement)
for the Group; and9.2.4
    
    as soon as practicable (and in any event not later than 31
January of each financial year):
 (a)
    
    a budget for the Group for such new financial
year including a twelve (12) month liquidity budget for such new
financial year; and(b)
    
    updated financial projections of the Group for
at least the next five (5) years and an outline of the assumptions
supporting such budget and financial projections including but without
limitation any scheduled drydrockings;
 9.2.5
    
    on the date of this Deed, in the case of the first, on the
date falling ninety (90) days before the Intended Delivery Date, in the case of
the second, and otherwise 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 Groups chief financial officer
in the form of Schedule 1 (commencing with the second quarter of the financial
year ending 31 December 2006);9.2.6
    
    promptly, such further information in its possession or
control regarding its financial condition and operations and those of any
company in the Group, including but without limitation a corporate structure
chart for the
 104




---



##### 



Group including details of the percentage of the shareholdings held, as the
Agent may request for the benefit of the Finance Parties; and
 9.2.7
    
    details of any material litigation, arbitration or
administrative proceedings which affect any Obligor as soon as the same are
instituted and served, or, to the knowledge of the Guarantor, threatened (and
for this purpose proceedings shall be deemed to be material if they involve a
claim in an amount exceeding [**] Dollars
[**] or the equivalent in another currency).All accounts required under this Clause 9.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 Groupshall have the meaning ascribed to it in Clause 11.4.
 9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with GAAP.9.4
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed are obtained and promptly renewed from time to time and will promptly
furnish certified copies thereof to the Agent upon request and will procure that the
terms of the same are complied with at all times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.9.7
    
    The Guarantor will procure that each of the Apollo-Related Transactions has
been completed no later than three (3) months before the Intended Delivery Date.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    Except with the prior written consent of the Agent (acting on the instructions
of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1), the
Guarantor will not, and will procure that no other member of the Group will, either in
a single transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 105




---



##### 



10.2.1
    
    the Borrower may agree to sell the Vessel on the condition that
contemporaneously with the completion of the sale the Loan is prepaid in
accordance with the provisions of clause 11 of the Loan Agreement;10.2.2
    
    the Borrower may let the Vessel on charter in accordance with the provisions
of clause 10 of the Loan Agreement;10.2.3
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.2.4
    
    disposals may be made (other than by the Borrower) to another member of the
Group;10.2.5
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.2.6
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.2.7
    
    a vessel owned by any member of the Group (other than the Borrower) may be
sold provided such sale is on a willing seller willing buyer basis at or about
market rate and at arms length subject always to the provisions of any loan
documentation for the financing of such vessel; and10.2.8
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the Group will, make any loan or advance or extend
credit to any person, firm or corporation except in the ordinary course of business (in
this Clause, Groupshall exclude the Borrower).10.4
    
    The Guarantor will not, and will procure that no other member of the Group
will, issue or enter into any one (1) or more guarantee or indemnity or otherwise
become directly or contingently liable for the obligations of any other person, firm or
corporation without notifying the Agent promptly thereafter with full details of the
amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in
excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].10.5
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the Group will, make or threaten to make any
substantial change in its business as presently conducted, or carry on any other
business which is substantial in relation to its business as presently conducted so as
to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the
Borrower to perform its obligations under the Security Documents to which it is a party
PROVIDED THATany new leisure or hospitality venture embarked upon by any member of the
Group shall not constitute a substantial change in its business (in this Clause,
Groupshall exclude the Borrower) and PROVIDED FURTHER THATany change of or
 106




---



##### 



discontinuation in the business activities of any Obligor (other than the Borrower)
in accordance with the Apollo-Related Transactions shall be permitted.
 10.6
    
    The Guarantor and any other member of the Group may enter into any amalgamation,
restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up,
dissolution or anything analogous to the foregoing which, for the avoidance of doubt,
may include the creation of new Subsidiaries, or acquire any equity, share capital or
obligations of any corporation or other entity if it constitutes an Apollo-Related
Transaction or if such entry, creation or acquisition would not:
 10.6.1
    
    imperil the security created by any of the Security Documents or the Coface
Insurance Policy;10.6.2
    
    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; or10.6.3
    
    affect the ability of the Guarantor to comply with the financial undertakings
contained in Clause 11,
 Group
 10.7
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.8
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, takes any security or
counter-security as aforesaid, such security shall be held by the Guarantor as trustee
upon trust for the Beneficiaries.
 11
    
    Financial Undertakings and Ownership and Control of the Guarantor
 11.1
    
    The Guarantor will ensure that for the financial quarter ending as at 30 June
2006, for the financial quarter ending immediately prior to or on the date falling
ninety (90) days before the Intended Delivery Date and for each subsequent financial
quarter:
 11.1.1
    
    at all times the minimum Free Liquidity will be not less than
[**] Dollars [**];11.1.2
    
    either:
 (a)
    
    as at the end of each financial quarter the
ratio of Consolidated EBITDA to Consolidated Debt Service for the
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 [**] to [**]; or
 107




---



##### 



(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the Group
has maintained a minimum Free Liquidity in an amount which is not less
than [**] Dollars [**]; and
 11.1.3
    
    as at the end of each financial quarter the ratio of Total Net Funded Debt to
Total Capitalisation of the Group shall not exceed [**].Amounts available for drawing under any revolving or other credit facilities
of the Group which remain undrawn at the time of the relevant calculation
shall not be counted as cash or indebtedness for the purposes of this ratio.
 11.2
    
    It will be an Event of Default if:
 11.2.1
    
    at any time when the ordinary share capital of the Guarantor is not publicly
listed on an Approved Stock Exchange or at any time when a dividend is paid to
the existing shareholders of the Guarantor by way of a share issue pursuant to
a public offering on an Approved Stock Exchange, the Lim Family (together or
individually) and Apollo in the aggregate do not, directly or indirectly,
control the Guarantor and beneficially own, directly or indirectly, at least
fifty one per cent (51%) of the issued share capital of, and equity interest
in, the Guarantor; or11.2.2
    
    at any time following the listing of the ordinary share capital of the
Guarantor on an Approved Stock Exchange:
 (a)
    
    any individual or any Third Party:
 (i)
    
    owns legally and/or
beneficially and either directly or indirectly at least
[**] per cent [**] of the ordinary share capital of the Guarantor; or(ii)
    
    has the right or the ability to
control either directly or indirectly the affairs of or the
composition of the majority of the board of directors (or
equivalent) of the Guarantor;
  (b)
    
    the Guarantor ceases to be a listed company on
an Approved Stock Exchange without the prior written consent of the
Agent (acting on the instructions of the Lenders),
 (and, for the purpose of this Clause 11.2 controlof any company, limited
partnership or other legal entity (a body corporate) by a member of the Lim
 108




---



##### 



Family and Apollo, means that one (1) or more members of the Lim Family or Apollo
has, directly or indirectly, the power to direct the management and policies of such
a body corporate, whether through the ownership of more than fifty per cent (50%) of
the issued voting capital of that body corporate or by contract, trust or other
arrangement).
 11.3
    
    During any financial year of the Guarantor:
 11.3.1
    
    until the date on which the Guarantor becomes a listed company on an Approved
Stock Exchange (on which date the restriction contained in this Clause 11.3.1
shall cease to apply), the Guarantor shall not and shall procure that no other
member of the Group shall, pay any dividends or make any other distributions in
respect of its share capital to any person or make any repayments of capital or
payments of interest in respect of Financial Indebtedness of an Affiliate of
the Guarantor other than payments, distributions, dividends or repayments:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Guarantor which, in any financial year
of the Guarantor ending on or after 31 December 2007, do not exceed
[*] per cent [*] of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the Group in respect of each
previous financial year of the Guarantor ending on or after 31
December 2007, retained by the Guarantor and not previously
applied pursuant to this Clause 11.3.1(b), provided that the
Guarantor shall specify in a written notice to the Agent a
calculation (in reasonable detail) of the amount of the current
and retained Consolidated Net Income immediately prior to such
payment, distribution or dividend and the amount thereof
elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the Group or holder of the Guarantors share capital attributable to
any member of the Group; or(e)
    
    by the Guarantor which are used to purchase or
redeem the share capital of the Guarantor (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Guarantor
or any other member of the Group or by any employee pension benefit
plan upon such persons death, disability, retirement, or termination
of employment or under the terms of any such
 109




---



##### 



employee pension benefit plan or any other agreement under which
such shares of stock or related rights were issued; PROVIDED THAT
the aggregate amount of such purchases or redemptions under this
paragraph (e) shall not exceed in any fiscal year
[*] Dollars [*] (plus the amount of net proceeds contributed to the
Guarantor that were (x) received by the Guarantor during such
calendar year from sales of equity interests of the Guarantor to
directors, consultants, officers or employees of the Guarantor or
any other member of the Group in connection with permitted employee
compensation and incentive arrangements and (y) from any key-man
life insurance policies received during such calendar year), which,
if not used in any year, may be carried forward to any subsequent
calendar year,
 PROVIDED HOWEVER THAT
 11.3.2
    
    the Guarantor will procure that any dividends or other distributions and
interest paid or payable in connection with such dividends or other
distributions will be received promptly by the Guarantor directly or indirectly
from the Borrowers shareholder(s) (if such shareholder is not the Guarantor)
by way of dividend.
 11.4
    
    In Clause 11.1, Clause 11.2, Clause 11.3 and Schedule 1:
 11.4.1
    
    Affiliatemeans, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of
this definition, control(including, with correlative meanings, the terms
controlling, controlled byand under common control with), as applied to
any person, means the possession, directly or indirectly, of the power to vote
ten per cent (10%) or more of the securities having voting power for the
election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise;11.4.2
    
    Approved Stock Exchangemeans the New York Stock Exchange, NASDAQ or such
other stock exchange in the United States of America as is approved in writing
by the Agent;11.4.3
    
    Cash Balancemeans, at any date of determination, the unencumbered and
otherwise unrestricted cash and cash equivalents of the Group;
 110




---



##### 



11.4.4
    
    Consolidated Debt Servicemeans, for any relevant period, the sum (without
double counting), determined in accordance with GAAP, of:
 (a)
    
    the aggregate principal payable or paid during
such period on any Indebtedness of any member of the Group, other than:
 (i)
    
    principal of any such
Indebtedness prepaid at the option of the relevant member of
the Group;(ii)
    
    principal of any such
Indebtedness prepaid upon the sale or Total Loss of any vessel
owned or leased under a capital lease by any member of the
Group or under an Apollo-Related Transaction; and(iii)
    
    balloon payments of any such
Indebtedness payable during such period (and for the purpose of
this paragraph (iii) a balloon paymentshall not include any
scheduled repayment instalment of such Indebtedness which forms
part of the balloon or under an Apollo-Related Transaction;
 (b)
    
    Consolidated Interest Expense for such period;(c)
    
    the aggregate amount of any dividend or
distribution of present or future assets, undertakings, rights or
revenues to any shareholder of any member of the Group (other than the
Guarantor or one of its wholly owned Subsidiaries) or any distribution
in respect of share capital during such period (Distributions) other
than the Distributions described in Clauses 11.3.1(a) and (d); and(d)
    
    all rent under any capital lease obligations by
which the Guarantor or any consolidated Subsidiary is bound which are
payable or paid during such period and the portion of any debt discount
that must be amortised in such period,
  11.4.5
    
    Consolidated EBITDAmeans, for any relevant period, the aggregate of:
 (a)
    
    Consolidated Net Income from the Guarantors
operations for such period; and(b)
    
    the aggregate amounts deducted in determining
Consolidated Net Income for such period in respect of gains and losses
from the sale of assets or reserves relating thereto, Consolidated
Interest Expense, depreciation and amortisation, impairment charges and
 111




---



##### 



any other non-cash charges and deferred income tax expense for such
period;
 11.4.6
    
    Consolidated Interest Expensemeans, for any relevant period, the
consolidated interest expense (excluding capitalised interest) of the Group for
such period;11.4.7
    
    Consolidated Net Incomemeans, for any relevant period, the consolidated
net income (or loss) of the Group for such period as determined in accordance
with GAAP;11.4.8
    
    Free Liquiditymeans, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under any revolving
or other credit facilities of the Group, which remains undrawn, could be drawn
for general working capital purposes or other general corporate purposes and
would not, if drawn, be repayable within six (6) months;11.4.9
    
    Groupmeans, for the purposes of this Clause 11, the Guarantor, its
Subsidiaries and any other entity which is required to be consolidated in the
Guarantors accounts in accordance with GAAP;11.4.10
    
    Indebtednessmeans Financial Indebtedness (whether present or future,
actual or contingent, long-term or short-term, secured or unsecured) in respect
of:
 (a)
    
    moneys borrowed or raised;(b)
    
    the advance or extension of credit (including
interest and other charges on or in respect of any of the foregoing);(c)
    
    the amount of any liability in respect of
leases which, in accordance with GAAP, are capital leases;(d)
    
    the amount of any liability in respect of the
purchase price for assets or services payment of which is deferred for
a period in excess of one hundred and eighty (180) days;(e)
    
    all reimbursement obligations whether
contingent or not in respect of amounts paid under a letter of credit
or similar instrument; and(f)
    
    (without double counting) any guarantee of
Financial Indebtedness falling within paragraphs (a) to (e) above;
 PROVIDED THAT
 (i)
    
    loans and advances made by other members of the
Group which are subordinated to the rights of the Finance Parties;(ii)
    
    loans and advances made by any shareholder of
the Guarantor which are subordinated to the rights of the Finance
Parties; and(iii)
    
    any liabilities of the Guarantor or any other
member of the Group to a counterparty under any master agreement
relating to the
 112




---



##### 



interest or currency exchange transactions of a non-speculative nature;
 11.4.11
    
    Lim Familymeans:
 (a)
    
    the late Tan Sri Lim Goh Tong;(b)
    
    his spouse;(c)
    
    his direct lineal descendants;(d)
    
    the personal estate of any of the above
persons; and(e)
    
    any trust created for the benefit of one or
more of the above persons and their estates;
 11.4.12
    
    Third Partymeans any person or group of persons acting in concert (as the
expression acting in concertis defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;11.4.13
    
    Total Capitalisationmeans, at any date of determination, Total Net Funded
Debt plus the consolidated stockholders equity of the Group at such date
determined in accordance with GAAP and derived from the then latest unaudited
and consolidated accounts of the Guarantor delivered to the Agent in the case
of the first three (3) quarters of each financial year and the then latest
Accounts delivered to the Agent in the case of the final quarter of each
financial year;11.4.14
    
    Total Net Funded Debtmeans, as at any relevant date:
 (a)
    
    Indebtedness of the Group; and(b)
    
    the amount of any Indebtedness of any person
which is not a member of the Group but which is guaranteed by a member
of the Group as at such date;
  11.5
    
    Save as specified in Clause 11.1.2, the ratios referred to in Clause 11.1 will
be measured on a quarterly basis by reference to the consolidated accounts of the
Guarantor.
 12
    
    Discharge
 12.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Lenders or the Agent (for itself and on behalf of the Lenders) of all the Outstanding
Indebtedness the Beneficiaries will at the Guarantors request return this Deed to the
Guarantor and shall, at the request and cost of the Guarantor, transfer to the
Guarantor such rights as the Beneficiaries may at such time have in the security for
the Outstanding Indebtedness and to the proceeds of any such rights or security.
 113




---



##### 



13
    
    Assignment and Transfer
 13.1
    
    This Deed shall be binding upon and enure to the benefit of the Beneficiaries
and their successors and permitted assigns and transferees.13.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.13.3
    
    The Lenders and/or the Agent may transfer their respective rights hereunder to
any person to whom their respective rights and obligations under the Loan Agreement are
transferred in accordance with the Loan Agreement.13.4
    
    Any Finance Party may disclose to any of its Affiliates and to the following
other persons:
 (a)
    
    any person 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 Deed;(b)
    
    any person 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 Deed or
any Obligor;(c)
    
    any person to whom, and to the extent that, information is
required to be disclosed by any applicable law or regulation;(d)
    
    any other Finance Party, or any employee, officer, director or
representative of such entity which needs to know such information or receive
such document in the course of such persons employ or duties;(e)
    
    Coface, or any employee, officer, director or representative of
such entity which needs to know such information or receive such document in
the course of such persons employ or duties;(f)
    
    the Guarantor or any other member of the Group, or any
employee, officer, director or representative of such entity which needs to
know such information or receive such document in the course of such persons
employ or duties; or(g)
    
    auditors, insurance and reinsurance brokers, insurers and
reinsurers and professional advisers, including legal advisers, which need to
know such information,
  114




---



##### 



13.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 14
    
    Miscellaneous Provisions
 14.1
    
    No failure to exercise and no delay in exercising on the part of the
Beneficiaries or any of the other Finance Parties any right or remedy under this Deed
or under any other of the Security Documents shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy. No waiver by
the Beneficiaries or any of the other Finance Parties shall be effective unless it is
in writing.14.2
    
    The rights and remedies of the Finance Parties provided herein and in the other
Security Documents are cumulative and not exclusive of any rights or remedies provided
by law.14.3
    
    If any provision of this Deed or the Loan Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such provision
in any other jurisdiction.14.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 15
    
    Waiver of Immunity
 15.1
    
    The Guarantor irrevocably and unconditionally:
 15.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Beneficiaries in relation to this Deed; and15.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 115




---



##### 



16
    
    Notices
 16.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telefax.16.2
    
    Any notice, demand or other communication to be made or delivered by the Agent
to the Guarantor pursuant to this Deed shall (unless the Guarantor has by fifteen (15)
days written notice to the Agent specified another address) be made or delivered to
the Guarantor at 7665 Corporation Center Drive, Miami, Florida 33126, United States of
America marked for the attention of the Chief Financial Officer (telefax no. +1 305 436
4140) and the Legal Department (telefax no. +1 305 436 4117) with a copy to the
Investors c/o Apollo Management, LP, 9 West 57th Street, 43rd
Floor, New York, NY 10019, United States of America marked for the attention of Mr
Steven Martinez (telefax no. +1 212 515 3288) and shall be deemed to have been made or
delivered (in the case of any telefax) when transmission of such telefax communication
has been completed or (in the case of any letter) when delivered to the aforesaid
address or (as the case may be) five (5) days after being deposited in the post first
class postage prepaid in an envelope addressed to it at that address PROVIDED THATif
the copy of any notice, demand or other communication is not received by the Investors
it shall not affect the effectiveness of the notice. Any notice, demand or other
communication to be made or delivered by the Guarantor to the Agent pursuant to this
Deed shall (unless the Agent has by fifteen (15) days written notice to the Guarantor
specified another address) be made or delivered to the Agent (for itself and on behalf
of the Lenders) at its office for the time being which is at present at BNP Paribas,
ECEP/Export Finance, ACI:CHDESA1, 37 Place du Marché Saint-Honoré, 75031 Paris Cedex
01, France marked for the attention of Mrs Dominique Laplasse (telefax no. +33 1 43 16
81 84) and shall be deemed to have been made or delivered (in the case of telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address.16.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 17
    
    Governing Law
  18
    
    Jurisdiction
 18.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Deed) (a Dispute). Each party to this Deed agrees
that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no party will argue to the contrary.
  116




---



##### 



18.2
    
    The Guarantor 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 Guarantor shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Guarantors process agent with unconditional authority to receive and acknowledge
service on behalf of the Guarantor of all process or other documents connected with
proceedings in the English courts which relate to this Deed.18.3
    
    For the purpose of securing its obligations under Clause 18.2, the Guarantor
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 18.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Guarantors process agent in England with the unconditional authority described in
Clause 18.2.18.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Guarantor of the service of any process
or to forward any process to the Guarantor) shall invalidate any proceedings or
judgment.18.5
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf service of process in England of any legal
proceedings with respect to this Deed.18.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Guarantor and may be enforced
without review in any other jurisdiction.18.7
    
    Nothing in this Clause shall exclude or limit any right which the Beneficiaries
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.18.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf ofNCL CORPORATION LTD.
acting by
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)
 117




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf ofBNP PARIBAS
as a Lender
acting by
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)
)SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf of CALYON
acting by
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf ofHSBC FRANCE
acting by 
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf ofSOCIETE GENERALE
acting by
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)SIGNED SEALEDand DELIVEREDas a DEED
for and on behalf ofBNP PARIBAS
as the Agent
acting by
its duly appointed attorney-in-fact
in the presence of:
    
    )
)
)
)
)
)
)
 118




---



##### 



Schedule 1
 Quarterly Statement of Financial Covenants
 119




---



##### 



Schedule
 Statement of Financial Covenants as of [ ] 20[ ] (in USD000)
 120




---



##### 



Schedule 2
 Particulars of Agent and Lenders
 121