##### 



Exhibit 4.60
   DATED  10 FEBRUARY 2008
 PRIDE OF HAWAII, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 20 April 2004 for the equivalent amount in United States Dollars
of up to 308,130,000 pre- and post delivery finance for
PRIDE OF HAWAII
a luxury cruise vessel with 1,188 passenger cabins
being hull no S.668 at the yard of Meyer Werft GmbH
 
 [**]




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment and/or Restatement of Original Loan
Agreement and Other Existing Security Documents
    
    
    33
    
    New Security Documents and Bareboat Charter
    
    
    44
    
    Conditions Precedent
    
    
    45
    
    Representations and Warranties
    
    
    76
    
    Expenses
    
    
    87
    
    Further Assurance
    
    
    88
    
    Counterparts
    
    
    89
    
    Notices
    
    
    810
    
    Governing Law
    
    
    911
    
    Jurisdiction
    
    
    9Schedule 1
    
    The Agent, the Hermes Agent, the Trustee and the Lenders
    
    
    13Schedule 2
    
    Amended and Restated Loan Agreement
    
    
    14Schedule 3
    
    New Security Documents
    
    
    122Schedule 4
    
    Bareboat Charter
    
    
    123




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FIFTH SUPPLEMENTAL DEED
 DATED 10 FEBRUARY 2008
 BETWEEN:
 (1)
    
    PRIDE OF HAWAII, INC.of 1209 Orange Street, Wilmington, Delaware 19801, United States of
America as borrower (the Borrower);(2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lendersand each individually a
Lender);(4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent);(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 20 April 2004 as amended by a first supplement thereto dated 25
October 2004, a second supplement thereto dated as of 30 September 2005, a third supplement
thereto dated 13 November 2006 and a fourth supplement thereto dated 21 December 2007 entered
into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among
others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee
as trustee for (among others) the Lenders (the Original Loan Agreement), the Lenders granted
to the Borrower a secured loan in the Equivalent Amount of up to three hundred and eight
million one hundred and thirty thousand Euro (308,130,000) (the Loan), subject to clause
2.5 of the Original Loan Agreement, 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 (among other things) a first preferred US mortgage dated 7 April
2006 (as amended) granted by the Borrower over the Vessel (the Original Post Delivery
Mortgage) and a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as
amended and restated by the said fourth supplement dated 21 December 2007.(B)
    
    Pursuant to the Original Loan Agreement, 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 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).
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The Guarantor has advised the Lenders, the Agent, the Hermes Agent and the Trustee that the
Jade Transfer will be effected by way of the Bareboat Charter.(C)
    
    Pursuant to clause 10.12 of the Original Loan Agreement, the consent of the Lenders, the
Agent, the Hermes Agent and the Trustee is given in respect of the above matter on the terms
of this fifth supplement to (among other things) the Original Loan
Agreement (this Deed)
which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement shall have the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:Bareboat Chartermeans the bareboat charter made or to be made between the
Borrower as owner and the Bareboat Charterer as charterer on the terms and subject
to the conditions of which the Borrower will bareboat charter the Vessel to the
Bareboat Charterer for a period of [*] years from the Second Restatement Date;Bareboat Charterermeans NCL (Bahamas) Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda, the bareboat charterer of the Vessel pursuant to the
Bareboat Charter;Charter and Earnings Assignmentshall have the meaning ascribed to it in the Loan
Agreement;Charterers Subordination and Assignmentshall have the meaning ascribed to it in
the Loan Agreement;Existing Security Documentsmeans the Security Documents other than the Management
Agreement Assignment and the Sub-Agency Agreement Assignment (as each such term is
defined in the Original Loan Agreement);Loan Agreementmeans the Original Loan Agreement as amended and restated by this
Deed and as set out in Schedule 2;New Post Delivery Mortgagemeans the first priority statutory Bahamian mortgage
and deed of covenants collateral thereto to be executed in favour of the Lenders,
the Agent and the Hermes Agent as security pursuant to the Loan Agreement in
substitution for the Original Post Delivery Mortgage;New Security Documentsmeans the documents referred to in Clause 3.1 and any
documents entered into pursuant to or contemplated by the New Security Documents;
andSecond Restatement Datemeans the date on which the conditions precedent set out
in Clause 4.1 are fulfilled to the satisfaction of the Agent.
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1.2
    
    The provisions of Clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply
hereto (mutatis mutandis).
 2
    
    Amendment and/or Restatement of Original Loan Agreement and Other Existing Security Documents
 2.1
    
    Subject to Clause 4.1, the parties hereto agree that immediately upon and with
effect from the Second Restatement Date the Original Loan Agreement shall be amended
and restated to read in accordance with the amended and restated loan agreement as set
out in Schedule 2 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, the
Agent, the Hermes Agent and the Trustee that with effect from the Second Restatement
Date:
 2.2.1
    
    all references to the Original Loan Agreement in the Existing
Security Documents to which it is a party shall be construed as references to
the Loan Agreement and all terms used in such Existing 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 Existing 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 Existing 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 Existing 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.
 2.3
    
    For the avoidance of doubt, the Borrower hereby agrees with the Lenders, the
Agent, the Hermes Agent and the Trustee that the term Insurances (as used in the Loan
Agreement and the other Security Documents) includes policies and contracts of
insurance and entries of the Vessel in a protection and indemnity or war risks
association which are effected by the Bareboat Charterer in respect of the Vessel, its
freights, disbursements, profits or otherwise and all benefits, including all claims
and returns of premiums thereunder and all benefits, including all claims and returns
of premiums thereunder and also includes all compensation payable by virtue of
Compulsory Acquisition and under which the Borrower is co-assured for its interest as
owner of the Vessel.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the other Existing 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.
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3
    
    New Security Documents and Bareboat Charter
 3.1
    
    The documents attached hereto and set out in Schedule 3 as security for the
obligations of the Borrower under the Loan Agreement are in the form agreed by the
Borrower and/or the relevant Obligor(s) at the date hereof and will be duly executed by
the Borrower or the relevant Obligor(s) on or before the Second Restatement Date,
together with such additions and amendments thereto as the Agent may reasonably
consider necessary for giving full effect to any of the New Security Documents or
securing to the Trustee, the Agent, the Hermes Agent and/or the Lenders (as the case
may be) the full benefit of the rights, powers and remedies conferred upon the Trustee,
the Agent, the Hermes Agent and/or the Lenders (as the case may be) in any such New
Security Document.3.2
    
    The Bareboat Charter attached hereto and set out in Schedule 4 is in the form
agreed by the parties thereto at the date hereof and will be duly executed by the
parties thereto on or before the date of this Deed, together with such additions and
amendments thereto as the Agent may reasonably consider necessary for giving full
effect to any of the Existing Security Documents or the New Security Documents related
thereto or securing to the Trustee, the Agent, the Hermes Agent and/or the Lenders (as
the case may be) the full benefit of the rights, powers and remedies conferred upon the
Trustee, the Agent, the Hermes Agent and/or the Lenders (as the case may be) in any
related Existing Security Document or New Security Document.
 4
    
    Conditions Precedent
 4.1
    
    The amendment and restatement of the Original Loan Agreement 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:
 4.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and the Guarantor;(b)
    
    a written confirmation from the Process Agent
that it will act for each of the Borrower, the Guarantor and the
Bareboat Charterer as agent for service of process in England in
respect of this Deed and the New Security Documents;(c)
    
    the following corporate documents in respect of
each of the Borrower, the Guarantor and the Bareboat Charterer
(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
and/or the New Security Documents and/or the Bareboat Charter
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;
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(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 and/or
the New Security Documents and/or the Bareboat Charter;(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 and/or the New Security
Documents and/or the Bareboat Charter;(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and/or the New Security Documents and/or the Bareboat
Charter 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 4.1.1(c)(ii) and
attaching copies of resolutions passed at duly convened
meetings of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed
and/or the New Security Documents and/or the Bareboat
Charter and the issue of any power of attorney to execute
the same; and
 (d)
    
    the original powers of attorney, if any, issued
pursuant to the resolutions referred to above and notarially attested;
 4.1.2
    
    a Certified Copy of the Bareboat Charter;
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4.1.3
    
    a Certified Copy of the deletion letter in respect of the
Vessel issued by the United States Coast Guard National Vessel Documentation
Center;4.1.4
    
    such evidence as the Agent may require that the Vessel is
provisionally registered in the name of the Borrower under the Bahamas flag,
free from all liens and encumbrances except the New Post Delivery Mortgage;4.1.5
    
    the New Post Delivery Mortgage duly executed and registered
through the Bahamas Maritime Authority and the other New Security Documents
duly executed;4.1.6
    
    a Certified Copy of the unconditional protocol of delivery and
acceptance duly signed by the Borrower and the Bareboat Charterer in relation
to the Bareboat Charter;4.1.7
    
    a Certified Copy of a valid and current International Air
Pollution Prevention Certificate issued under Annex VI (Regulations for the
Prevention of Air Pollution from Ships) to the International Convention for the
Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997) (as the
same may be amended from time to time) (Annex VI) or any replacement of Annex
VI;4.1.8
    
    telefax confirmations from the insurance brokers for marine
risks (hull and machinery) and the managers of any protection and indemnity or
war risks association through whom any Insurances have been placed by the
Bareboat Charterer in respect of the Vessel that the Insurances have been
placed and upon receipt of a notice of assignment of the Insurances they will
issue letters of undertaking in the form approved by the Agent;4.1.9
    
    written confirmation from the Agents insurance advisers that
the Insurances placed by the Bareboat Charterer are in a form satisfactory to
the Agent; and4.1.10
    
    the issue of such favourable written legal opinions including in respect of
Delaware, the Bahamas and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby and by the New
Security Documents and the Bareboat Charter governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Second
Restatement Date (subject to Clause 4.2).4.2
    
    If the Lenders, the Agent, the Hermes Agent and the Trustee, acting
unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides)
to permit the amendment and restatement of the Original Loan Agreement hereby without
the Agent having received all of the documents or evidence referred to in Clause 4.1,
the Borrower will nevertheless deliver the remaining documents or evidence to the Agent
within fourteen (14) days of the Second Restatement Date (or such other period as the
Agent may stipulate) and the amendment and restatement of the Original Loan Agreement
as aforesaid shall not be construed as a waiver of the Agents right to receive the
documents or evidence as aforesaid nor shall this provision impose on the Agent, the
Hermes Agent, the Trustee or the Lenders any
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obligation to permit the amendment and restatement in the absence of such documents
or evidence.
 5
    
    Representations and Warranties
 5.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders,
the Agent, the Hermes Agent and the Trustee that:
 5.1.1
    
    it has the power to enter into and perform this Deed and/or
the New Security Documents and/or the Bareboat Charter and the other
transactions contemplated hereby and has taken all necessary action to
authorise the entry into and performance of this Deed and/or the New Security
Documents and/or the Bareboat Charter and such other transactions;5.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;5.1.3
    
    its entry into and performance of this Deed and/or the New
Security Documents and/or the Bareboat Charter and the other transactions and
documents contemplated hereby and thereby do not and will not conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and/or the New Security Documents and/or the
Bareboat Charter and the other transactions contemplated hereby and thereby
will not render invalid, void or voidable any security granted by it to the
Trustee;5.1.4
    
    except for:
 (a)
    
    the filing of those New Security Documents to
be filed with the Companies Registries in England and Wales, Bermuda or
the United States of America, which filings must be completed within
twenty one (21) days of the execution of the relevant New Security
Document(s) in the case of England and Wales; and(b)
    
    the registration of the New Post Delivery
Mortgage through the Bahamas Maritime Authority,
 all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed, the New Security Documents and the Bareboat
Charter and each of the other documents contemplated hereby and thereby and
the
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transactions contemplated hereby and thereby have been obtained or effected
and are in full force and effect;
 5.1.5
    
    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, the New Security Documents and the Bareboat Charter 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; and5.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders, the Agent, the Hermes
Agent and/or the Trustee in deciding whether or not to enter into this Deed.
 6
    
    ExpensesThe Borrower and the Guarantor jointly and severally undertake to reimburse the Agent, the
Lenders, the Hermes Agent and the Trustee 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, the Lenders, the Hermes Agent and/or the Trustee in respect of the
negotiation, preparation, printing, execution, registration and enforcement of this Deed and
the New Security Documents and any other documents required in connection with the
implementation of this Deed.7
    
    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 and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Lenders, the Agent, the
Hermes Agent and/or the Trustee the full benefit of the rights, powers and remedies
conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such
document.8
    
    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.9
    
    Notices
 9.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o/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,
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demand or other communication to be made or delivered by the Borrower or the
Guarantor pursuant to this Deed shall (unless the Agent, the Hermes Agent or the
Trustee has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent, the Hermes Agent or
the Trustee at its Office, the details of which are set out in Schedule 1.9.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax
number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in the case
of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1) specified
by it from time to time for the purpose and shall be deemed to have been received when
transmission of such telefax communication has been completed. Each such telefax
communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower or
the Guarantor, shall be signed by the person or persons authorised in writing by the
Borrower or the Guarantor (as the case may be) and whose signature appears on the list
of specimen signatures contained in the secretarys certificate required to be
delivered by Clause 4 and shall be expressed to be for the attention of the department
or officer whose name has been notified for the time being for that purpose by the
Agent, the Hermes Agent or the Trustee to the Borrower and the Guarantor.9.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 10
    
    Governing LawThis Deed shall be governed by English law.
11 Jurisdiction
 11.1
    
    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 11.1 is for the benefit of the Lenders, the Agent, the Hermes Agent and
the Trustee only. As a result, no such party shall be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, any such party may take concurrent proceedings in any number
of jurisdictions.11.2
    
    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
 9




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Guarantor of all process or other documents connected with proceedings in the
English courts which relate to this Deed.11.3
    
    For the purpose of securing its obligations under Clause 11.2, 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 11.2, 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 11.2.11.4
    
    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.11.5
    
    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.11.6
    
    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.11.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Lenders, the Hermes Agent or the Trustee may have (whether under the laws of any
country, an international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a judgment or
any similar or related matter in any jurisdiction.11.8
    
    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
    
    
    )PRIDE OF HAWAII, INC.
    
    
    )in the presence of:
GRACE YUEN YEE FUNG
TRAINEE SOLICITOR
ONE, ST. PAULS CHURCHYARD
LONDON EG4M 85H
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ P A TURNERby
PAUL TURNER
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of:
GRACE YUEN YEE FUNG
AS ABOVE
    
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ SWATI MALGWAby
SWATI MALGWA
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in
the presence of: GRACE YUEN YEE FUNG, AS ABOVE
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
MIKE MONKS
    
    
    )
    
    
    /s/ MIKE MONKSfor and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )as a Lender, the Agent and the Trustee
    
    
    )in
the presence of:
NIGEL GROOM
HSBC BANK PLC
PROJECT AND EXPORT FINANCE
FLOOR 17
8 CANADA SQUARE
LONDON, E14 5HQ
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
SWATI MALGWA
    
    
    )
    
    
    /s/ SWATI MALGWAfor and on behalf of
    
    
    )KfW
    
    
    )in
the presence of: GRACE YUEN FUNG, AS ABOVE
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by SWATI MALGWA
    
    
    )
    
    
    /s/ SWATI MALGWAfor and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in
the presence of: GRACE YUEN YEE FUNG, AS ABOVE
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
SWATI MALGWA
    
    
    )
    
    
    /s/ SWATI MALGWAfor and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )GIROZENTRALE
    
    
    )in
the presence of: GRACE YUEN YEE FUNG, AS ABOVE
    
    
    )
 11




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ SWATI MALGWAby SWATI MALGWA
    
    
    )for and on behalf of
    
    
    )CALYON
    
    
    )in
the presence of: GRACE YUEN YEE FUNG, AS ABOVE
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )
    
    
    /s/ SWATI MALGWAby SWATI MALGWA
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in
the presence of: GRACE YUEN YEE FUNG, AS ABOVE
    
    
    )
 12




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##### 



Schedule 1
 The Agent, the Hermes Agent, the Trustee and the Lenders
 13




---



##### 



Schedule 2
 Amended and Restated Loan Agreement
 14




---



##### 



DATED 20 APRIL 2004
 PRIDE OF HAWAII, INC.
(formerly known as Ship Ventures Inc.)
(as borrower)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
KfW
DnB NOR BANK ASA
OVERSEA-CHINESE BANKING CORPORATION LIMITED
Singapore Branch
(as arrangers and underwriters)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 2
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 SECURED LOAN AGREEMENT
for the equivalent amount in United States Dollars
of up to 308,130,000
pre- and post delivery finance
for one luxury cruise vessel with 1,188 passenger cabins
being hull no S.668 at the yard of Jos. L. Meyer GmbH
AS AMENDED AND RESTATED ON
           21 DECEMBER 2007
 [**]
 15




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##### 



CONTENTS
 Page1
    
    
    
    Definitions and Construction
    
    
    201.1
    
    Definitions
    
    
    201.2
    
    Construction
    
    
    361.3
    
    Agent, Hermes Agent and Trustee
    
    
    372
    
    
    
    The Facility
    
    
    372.1
    
    Availability
    
    
    372.2
    
    Purpose and Application
    
    
    382.3
    
    Drawdown
    
    
    382.4
    
    Payment of Portions
    
    
    392.5
    
    Currency Option
    
    
    392.6
    
    Break costs on failure to draw
    
    
    412.7
    
    Conditions of drawdown
    
    
    412.8
    
    Several obligations of the Lenders
    
    
    412.9
    
    Lender's failure to perform
    
    
    412.10
    
    Fulfilment of conditions after drawdown
    
    
    423
    
    
    
    Repayment
    
    
    424
    
    
    
    Prepayment
    
    
    424.1
    
    Voluntary prepayment
    
    
    424.2
    
    Voluntary prepayment in case of increased cost
    
    
    424.3
    
    Mandatory prepayment in case of illegality
    
    
    424.4
    
    Voluntary prepayment following imposition of Substitute Basis
    
    
    434.5
    
    Prepayment in case of Total Loss of the Vessel
    
    
    434.6
    
    Prepayment in case of sale of the Vessel
    
    
    444.7
    
    Effect of prepayment
    
    
    444.8
    
    Break costs on prepayment
    
    
    455
    
    
    
    Interest
    
    
    455.1
    
    Payment of interest prior to the Termination Date
    
    
    455.2
    
    Payment of interest from the Termination Date
    
    
    455.3
    
    Selection and duration of
Pre-Delivery Interest Periods and Interest Periods
    
    
    455.4
    
    Conversion
    
    
    475.5
    
    Fixed Rate
    
    
    475.6
    
    Break costs in relation to Conversion
    
    
    475.7
    
    No notice and unavailability
    
    
    485.8
    
    Separate Interest Periods for Instalments
    
    
    485.9
    
    Extension and shortening of
Pre-Delivery Interest Periods or Interest Periods
    
    
    485.10
    
    Applicable Interest Rate
    
    
    495.11
    
    Bank basis
    
    
    495.12
    
    Default interest
    
    
    496
    
    
    
    Substitute Basis of Funding
    
    
    506.1
    
    Market disturbance
    
    
    506.2
    
    Suspension of drawdown
    
    
    51
 16




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##### 



Page6.3
    
    Certificates of Substitute Basis
    
    
    516.4
    
    Review
    
    
    517
    
    
    
    Payments
    
    
    527.1
    
    Place for payment
    
    
    527.2
    
    Deductions and grossing-up
    
    
    527.3
    
    Production of receipts for Taxes
    
    
    537.4
    
    Money of account
    
    
    547.5
    
    Accounts
    
    
    547.6
    
    Earnings
    
    
    557.7
    
    Continuing security
    
    
    558
    
    
    
    Yield Protection and Force Majeure
    
    
    558.1
    
    Increased costs
    
    
    558.2
    
    Force majeure
    
    
    569
    
    
    
    Representations and Warranties
    
    
    579.1
    
    Duration
    
    
    579.2
    
    Representations and warranties
    
    
    579.3
    
    Representations on the First Drawdown Date
    
    
    639.4
    
    Representations on the Delivery Date
    
    
    6310
    
    
    
    Undertakings
    
    
    6410.1
    
    Duration
    
    
    6410.2
    
    Information
    
    
    6410.3
    
    Notification of default
    
    
    6510.4
    
    Consents and registrations
    
    
    6510.5
    
    Negative pledge
    
    
    6510.6
    
    Disposals
    
    
    6510.7
    
    Change of business
    
    
    6610.8
    
    Mergers
    
    
    6610.9
    
    Maintenance of status and franchises
    
    
    6710.10
    
    Financial records
    
    
    6710.11
    
    Financial indebtedness and subordination of indebtedness
    
    
    6710.12
    
    Pooling of earnings and charters
    
    
    6810.13
    
    Loans and guarantees by the Borrower
    
    
    6810.14
    
    Supervision and management
    
    
    6810.15
    
    Acquisition of shares
    
    
    6910.16
    
    Trading with the United States of America
    
    
    6910.17
    
    Further assurance
    
    
    6910.18
    
    Valuation of the Vessel
    
    
    6910.19
    
    Marginal security
    
    
    7010.20
    
    Performance of employment contracts
    
    
    7110.21
    
    Insurances
    
    
    7210.22
    
    Operation and maintenance of the Vessel
    
    
    7610.23
    
    Hermes Cover
    
    
    8110.24
    
    Dividends
    
    
    8111
    
    
    
    Default
    
    
    8111.1
    
    Events of default
    
    
    81
 17




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##### 



Page11.2
    
    Acceleration
    
    
    8611.3
    
    Default indemnity
    
    
    8711.4
    
    Set-off
    
    
    8812
    
    
    
    Application of Funds
    
    
    8812.1
    
    Total Loss proceeds/proceeds of sale/Event of Default monies
    
    
    8812.2
    
    General funds
    
    
    8912.3
    
    Application of proceeds of Insurances
    
    
    9012.4
    
    Application of any reduction in the Hermes Premium
    
    
    9012.5
    
    Suspense account
    
    
    9113
    
    
    
    Fees
    
    
    9114
    
    
    
    Expenses
    
    
    9114.1
    
    Initial expenses
    
    
    9114.2
    
    Enforcement expenses
    
    
    9114.3
    
    Stamp duties
    
    
    9115
    
    
    
    Waivers, Remedies Cumulative
    
    
    9215.1
    
    No waiver
    
    
    9215.2
    
    Remedies cumulative
    
    
    9215.3
    
    Severability
    
    
    9215.4
    
    Time of essence
    
    
    9216
    
    
    
    Counterparts
    
    
    9217
    
    
    
    Assignment
    
    
    9217.1
    
    Benefit of agreement
    
    
    9217.2
    
    No transfer by the Borrower
    
    
    9217.3
    
    Assignments, participations and transfers by a Lender
    
    
    9317.4
    
    Effectiveness of transfer
    
    
    9317.5
    
    Transfer of rights and obligations
    
    
    9317.6
    
    Consent and increased obligations of the Borrower
    
    
    9417.7
    
    Disclosure of information
    
    
    9417.8
    
    Transfer Certificate to be executed by the Agent
    
    
    9517.9
    
    Notice of Transfer Certificates
    
    
    9517.10
    
    Documentation of transfer or assignment
    
    
    9517.11
    
    Contracts (Rights of Third Parties) Act 1999 (the Act)
    
    
    9518
    
    
    
    Notices
    
    
    9618.1
    
    Mode of communication
    
    
    9618.2
    
    Address
    
    
    9618.3
    
    Telefax communication
    
    
    9618.4
    
    Receipt
    
    
    9718.5
    
    Language
    
    
    9719
    
    
    
    Governing Law
    
    
    9720
    
    
    
    Waiver of Immunity
    
    
    97
 18




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##### 



Page21
    
    
    
    Rights of the Agent and the Lenders21.1
    
    No derogation of rights
    
    
    9721.2
    
    Enforcement of remedies
    
    
    9822
    
    
    
    Jurisdiction
    
    
    98
 Schedule 1
    
    Particulars of Arrangers
    
    103Schedule 2
    
    Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    104Schedule 3
    
    Notice of Drawdown
    
    105Schedule 4
    
    Conditions Precedent
    
    106Schedule 5
    
    Confidentiality Undertaking
    
    107Schedule 6
    
    Transfer Certificate
    
    108Schedule 7
    
    Form of Notice of Fixed Rate
    
    109Schedule 8
    
    Chartering of the Six Vessels (as defined in Clause 10.6.4)
    
    110Schedule 9
    
    Apollo-Related Transactions
    
    111
 19




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##### 



THIS LOAN AGREEMENT
 BETWEEN
 (1)
    
    PRIDE OF HAWAII, INC.(formerly known as Ship Ventures Inc.) of Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the
Borrowe);(2)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as arrangers and
underwriters (collectively the Arrangersand each individually an Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lendersand each individually a Lender);(4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent);(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee (the Trustee).
 WHEREAS
  NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:Agency and Trust Deedmeans the deed dated the date hereof entered into by the
Lenders, the Agent, the Hermes Agent and the Trustee whereby the Agent and the
Hermes Agent will be appointed as agents of the Lenders and the Trustee will be
appointed as trustees for the Agent, the Hermes Agent and the Lenders;Agreementmeans this agreement;Applicable Interest Ratemeans, until (but excluding) the Conversion Date, the
applicable Floating Interest Rate and, thereafter, the Fixed Rate subject to
Clause 5.12 and Clause 6;Apollomeans the Fund and any Fund Affiliate;
 20




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##### 



Apollo-Related Transactionsmeans the transactions described in Schedule 9;Apollo Transaction Documentsmeans the Subscription Agreement, the Shareholders
Agreement and the Reimbursement Agreement;Arrasasmeans Arrasas Limited of International House, Castle Hill, Victoria Road,
Douglas, Isle of Man IM2 4RB, British Isles;Associated Companyin relation to any company, means any company which is a
Subsidiary or Holding Company of that company or the majority of whose shares are
beneficially owned by the same person or persons as own the majority of the shares
of that company;Buildermeans Jos. L. Meyer GmbH of Industriegebiet Süd, 26871 Papenburg, Federal
Republic of Germany, the shipbuilder constructing the Vessel pursuant to the
Building Contract;Building Contractmeans the shipbuilding contract dated as of 15 September 2003
between the Builder, the Borrower and Arrasas for the construction and delivery of
the Vessel and Specification No P.8573  Hull No S.668 dated 22 August 2003 and the
appendices thereto marked A, B and C;Building Contract Assignmentmeans the valid and effective first legal assignment
of the benefit of the Building Contract to be executed by the Borrower and Arrasas
in favour of the Trustee (together with the notice and acknowledgement thereof),
such assignment, notice and acknowledgement being in the form and on the terms and
conditions required by the Agent and agreed on the signing hereof and as specified
in paragraph 29 of Schedule 4;Business Daymeans any day on which, in a country where any act or thing is
required to be done hereunder or under the Building Contract, in the case of any
payment to be made to the Builder thereunder, banks and financial markets and, if
applicable, TARGET are open for the transaction of business of the nature
contemplated by this Agreement;Certified Copymeans, in relation to any document delivered or issued by or on
behalf of any company, a copy of such document certified as a true, complete and
up-to-date copy of the original by any of the directors or the secretary or
assistant secretary for the time being of that company;Chargemeans the charge over the Shares to be given by the Shareholder as holder
(legally and beneficially) of the Shares to the Trustee pursuant to the Charge
Option;Charge Optionmeans the option to take the Charge to be given by the Shareholder
to the Trustee on the date hereof, such option and the Charge being in the form and
on the terms and conditions required by the Agent and the Hermes Agent and as
specified in paragraph 15 of Schedule 4;Commitment Periodmeans the period beginning on the date hereof and ending on the
date on which the Facility is drawn down in full or cancelled hereunder;
 21




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##### 



Commitmentmeans, as to each Lender, the sum set out opposite its name in
Schedule 2 as the amount which, subject to the terms of this Agreement, it is
obliged to advance to the Borrower under Clause 2 (or, where the context so admits,
such amount which any successor in title, assignee or transferee (including any
Transferee) of any Lender shall be obliged to advance to the Borrower under Clause
2, following the assumption of all or any portion of such liability from any Lender
hereunder) in each case as such amount may be reduced, cancelled or terminated
under this Agreement;Compulsory Acquisitionmeans requisition for title or other compulsory
acquisition of the Vessel including its capture, seizure, detention or confiscation
or expropriation but excluding any requisition for hire by or on behalf of any
government or governmental authority or agency or by any persons acting or
purporting to act on behalf of any such government or governmental authority or
agency;Confidentiality Undertakingmeans the undertaking to be entered into relating to
the release of financial information pertaining to the Group by the Agent, the
Trustee or any Lender to a potential Transferee or assignee such undertaking to be
in the form of Schedule 5;Construction Periodmeans the period beginning on the date hereof and ending on
the Delivery Date;Construction Risks Insurance Assignmentmeans the valid and effective first
priority assignment of the Insurances (together with the notices thereof), to be
executed by the Builder and the Borrower in respect of the Vessel in favour of the
Trustee, such assignment and notices being in the form and on the terms and
conditions required by the Agent and the Hermes Agent and agreed on the signing
hereof and as specified in paragraph 30 of Schedule 4;Contract Pricemeans three hundred and fifty nine million eight hundred and fifty
thousand Euro (359,850,000) being the price agreed between the Builder and the
Borrower for the construction of the Vessel under article 8, clause 1.1 of the
Building Contract;Contributionmeans as to each Lender the sum set out opposite its name in
Schedule 2 as the amount which it is obliged to advance to the Borrower under
Clause 2 or, as the case may be, the portion of such sum so advanced and for the
time being outstanding;Conversionmeans the conversion of the method of calculating interest from the
Floating Interest Rate to the Fixed Rate;Conversion Datehas the meaning ascribed to that term in Clause 5.3.2;Currency Conversion Datemeans a date on which the Euro Loan at that date is
converted to Dollars being a Pre-Delivery Interest Payment Date or an Interest
Payment Date;Delivery Datemeans the date on which the Vessel is delivered to and accepted by
the Borrower pursuant to the Building Contract;
 22




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##### 



Disclosure Lettermeans the letter so designated given by the Borrower and
acknowledged by the Agent (acting on the instructions of the Lenders) on the date
of this Agreement;Document of Compliancemeans a document issued to the Vessel operator as evidence
of its compliance with the requirements of the ISM Code;Dollars and USDmeans the lawful currency of the United States of America;Dollar Loanmeans the aggregate amount of the Portions or any part thereof
denominated in Dollars or (as the context may require) the amount thereof for the
time being drawn down and/or denominated in Dollars and outstanding hereunder;Drawdown Datemeans a date being a Business Day on which a part of a Portion is
drawn down pursuant to Clause 2.3;Drawdown Noticemeans any of the notices to be given by the Borrower to the Agent
pursuant to Clause 2.3.1;Earningsmeans, in respect of the Vessel, (whether earned or to be earned) any
and all freights, hire and passage monies, proceeds of requisition (other than
proceeds of Compulsory Acquisition), rebates and commissions, all earnings deriving
from contracts of affreightment, pooling agreements, joint ventures, compensation,
remuneration for salvage and towage services, damages howsoever arising and
detention monies, damages for breach of any charterparty or other contract for the
employment of the Vessel, any amounts payable in consideration of the termination
or variation of any charterparty or other such contract, any sums payable or
repayable by the Builder under the Building Contract, any reduction in the Hermes
Premium repaid by Hermes to the Borrower and any other earnings whatsoever due or
to become due to the Borrower;Earnings Assignmentmeans the valid and effective first legal assignment of the
Earnings (together with the notice thereof and the acknowledgement), to be executed
by the Borrower in respect of the Vessel in favour of the Trustee, such assignment,
notice and acknowledgement being in the form and on the terms and conditions
required by the Agent and the Hermes Agent and agreed on the signing hereof and as
specified in paragraph 28 of Schedule 4;Election Datehas the meaning ascribed to that term in Clause 5.3.2;Encumbrancemeans any mortgage, charge, pledge, lien, assignment, hypothecation,
title retention, preferential right or trust arrangement or any other security
agreement or arrangement;Equivalent Amountmeans the Dollar equivalent of (i) each amount payable in Euro
by the Borrower to the Builder under the Building Contract or payable to the
Borrower in reimbursement of the Hermes Premium and to be drawn down hereunder in
Dollars or (ii) the Euro Loan on a Currency Conversion Date, in each case
determined at HSBC Bank plcs spot rate for
 23




---



##### 



conversion of Dollars to Euro at 10.00 a.m. London time two (2) Business Days prior
to the relevant Drawdown Date or the relevant Currency Conversion Date (as the case
may be);
 EURIBORmeans with respect to any Pre-Delivery Interest Period or Interest Period
and with respect to the Euro Loan the rate of interest (expressed as an annual
rate) determined by the Agent to be:
 (i)
    
    the offered rate for deposits in Euro for a period equivalent
to such Pre-Delivery Interest Period or Interest Period which appears on the
page of the Reuters screen which displays the average EURIBOR rate as agreed
with EURIBOR FBE for deposits in Euro of the relevant amount at or about 11.00
a.m. London time on the Quotation Date; or(ii)
    
    if no rate is provided for the respective Pre-Delivery
Interest Period or Interest Period on the said Reuters screen, the
interpolated rate per annum for deposits in Euro in an amount approximately
equal to the Euro Loan as calculated by the Agent, such interpolated rate to
be based on the said Reuters screen PROVIDED THATEURIBOR for periods of less
than one (1) week will be ascertained under sub-section (iii) below;
 or (if the said Reuters screen is discontinued or if the Agent is unable to make
the said determination due to technical breakdown in the relevant system or the
Pre-Delivery Interest Period or Interest Period is less than one (1) week)
 (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Euro in an amount approximately equal to the Euro Loan are offered to such
Reference Bank by leading banks in the London Interbank market at such
Reference Banks request at or about 11.00 a.m. London time on the Quotation
Date for a period equal to the Pre-Delivery Interest Period or Interest Period
and for delivery on the first Business Day thereof;
 EURIBOR FBEmeans the Banking Federation of the European Union;Euro and means the lawful currency of the Federal Republic of Germany;Euro Loanmeans the aggregate amount of the Portions or any part thereof
denominated in Euro or (as the context may require) the amount thereof for the time
being drawn down and outstanding hereunder;Event of Defaultmeans any of the events specified in Clause 11;Facilitymeans the loan facility granted hereunder being in the Equivalent Amount
(in aggregate) of up to three hundred and eight million one hundred and thirty
thousand Euro (308,130,000), subject to Clause 2.5;
 24




---



##### 



Financial Indebtednessmeans any obligation for the payment or repayment of
money, whether as principal or as surety and whether present or future, actual or
contingent;First Drawdown Datemeans the date on which Tranche 1 and, if applicable, Tranche
A is drawn down and applied in accordance with Clause 2.2.1 and Clause 2.2.2;Fixed Ratemeans the fixed rate of interest agreed jointly by the Borrower and
each of the Lenders at or about 11.00 a.m. London time on the Quotation Date prior
to the Conversion Date payable, subject to Clause 5.8, on each Interest Payment
Date during the Fixed Rate Period;Fixed Rate Periodmeans the period starting on (and including) the Conversion
Date and ending on the final Repayment Date;Floating Interest Ratemeans for each Pre-Delivery Period and Interest Period
selected pursuant to Clause 5.3.1 the aggregate of LIBOR or EURIBOR (as the case
may be) and the Margin;Force Majeuremeans, in relation to the Agent, the Hermes Agent, the Trustee or
any Lender, any event or circumstance which is beyond the reasonable control of
such party, which cannot be foreseen or if foreseeable which is unavoidable, which
occurs after the date of this Agreement and which prevents that party from
performing any of its obligations under this Agreement;Fourth Supplemental Deedmeans the fourth supplemental deed dated 21 December
2007 to this Agreement;Fundmeans Apollo Management VI, LP a Delaware limited partnership with its
principal place of business at 9 West 57th Street, 43rd
Floor, New York, NY 10019, United States of America and other affiliated
co-investment partnerships;Fund Affiliatemeans the Investors and (i) each other Affiliate (as defined in
Schedule 9) of the Fund that is neither a portfolio company(which means a
company actively engaged in providing goods to unaffiliated customers), whether or
not controlled, nor a company controlled by a portfolio company and (ii) any
individual who is a partner or employee of Apollo Management, LP, Apollo Management
IV, LP or Apollo Management V, LP;GAAPmeans generally accepted accounting principles in the United States of
America consistently applied (or, if not consistently applied, accompanied by
details of the inconsistencies) including, without limitation, those set forth in
the opinion and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board;Groupmeans Star and its Subsidiaries;
 25




---



##### 



Guaranteemeans the guarantee to be executed by the Guarantor in favour of the
Trustee on the date hereof, such guarantee being in the form and on the terms and
conditions required by the Agent and the Hermes Agent and as specified in paragraph
14 of Schedule 4;Guarantormeans NCL Corporation Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda and with its principal place of business at 7665 Corporate
Center Drive, Miami, Florida 33126, United States of America;Hermesmeans Euler Hermes Kreditversicherungs-AG of Friedensallee 254, 22763
Hamburg, Federal Republic of Germany;Hermes Covermeans the guarantee from the Federal Republic of Germany acting
through Hermes for the period of the transaction in the amount and on the terms and
conditions required by the Lenders;Hermes Insurance Premiummeans the amount payable in Euro by the Borrower to
Hermes through the Hermes Agent in respect of the Hermes Cover;Hermes Issuing Feesmeans the amount payable in Euro by the Borrower to Hermes
through the Hermes Agent by way of handling fees in respect of the Hermes Cover;Hermes Premiummeans the aggregate of the Hermes Issuing Fees and the Hermes
Insurance Premium;Holding Companyhas the meaning defined in the Companies Act 1985, Section 736 as
substituted by the Companies Act 1989, Section 144;IOLmeans Inter-Ocean Limited of International House, Castle Hill, Victoria Road,
Douglas, Isle of Man IM2 4RB, British Isles;ISM Codemeans the International Management Code for the Safe Operation of Ships
and for Pollution Prevention adopted by the International Maritime Organisation;ISPS Codemeans the International Ship and Port Facility Security Code adopted by
the International Maritime Organisation;Indebtedness for Borrowed Money means Financial Indebtedness (whether present or
future, actual or contingent, long-term or short-term, secured or unsecured) in
respect of:
 (i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and
other charges on or in respect of any of the foregoing);(iii)
    
    the amount of any liability in respect of leases which, in
accordance with GAAP, are capital leases;
 26




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(iv)
    
    the amount of any liability in respect of the purchase price
for assets or services payment of which is deferred for a period in excess of
one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in
respect of amounts paid under a letter of credit or similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial
Indebtedness falling within paragraphs (i) to (v) above;
 PROVIDED THATthe following shall not constitute Indebtedness for Borrowed Money:
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders; and(b)
    
    loans and advances made by any shareholder of the Guarantor
which are subordinated to the rights of the Lenders;
 Instalmentmeans the amount of principal of the Loan repayable on a Repayment
Date in accordance with Clause 3;Insurance Assignmentmeans the valid and effective first legal assignment of the
Insurances (together with the notice thereof), to be executed by the Borrower in
respect of the Vessel in favour of the Trustee, such assignment and notice to be in
the form and on the terms and conditions required by the Agent and the Hermes Agent
and agreed on the signing hereof and as specified in paragraph 44 of Schedule 4;Insurancesmeans all policies and contracts of insurance (including construction
risks insurance under the Building Contract) and entries of the Vessel in a
protection and indemnity or war risks association which are effected in respect of
the Vessel, its freights, disbursements, profits or otherwise and all benefits,
including all claims and returns of premiums thereunder and shall also include all
compensation payable by virtue of Compulsory Acquisition;Interest Exchange Arrangementmeans such interest rate arrangements as a Lender
shall deem necessary to make in respect of its Contribution in order to offer the
Fixed Rate to the Borrower;Interest Payment Datemeans the last day of each Interest Period and each
Repayment Date occurring during an Interest Period or the Fixed Rate Period;Interest Periodmeans each period ascertained in accordance with Clause 5.3 or
Clause 5.12 other than a Pre-Delivery Interest Period;Interest Ratemeans the rate(s) of interest applicable to the Loan calculated in
accordance with Clause 5.10, Clause 5.12 or Clause 6.3;Investor Imeans NCL Investment Ltd. a company organised and existing under the
laws of Bermuda with its registered office at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda;
 27




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Investor IImeans NCL Investment II Ltd. a company organised and existing under
the laws of the Cayman Islands with its registered office at c/o Walkers SPV
Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman
Islands, British West Indies;Investorsmeans Investor I and Investor II;LIBORmeans with respect to any Pre-Delivery Interest Period or Interest Period
and with respect to the Dollar Loan the rate of interest (expressed as an annual
rate) determined by the Agent to be:
 (i)
    
    the offered rate for deposits in Dollars for a period
equivalent to such Pre-Delivery Interest Period or Interest Period which
appears on the Reuters BBA Page LIBOR 01 at or about 11.00 a.m. London time on
the Quotation Date; or(ii)
    
    if no rate is provided for the respective Pre-Delivery
Interest Period or Interest Period on the Reuters BBA Page LIBOR 01, the
interpolated rate per annum for deposits in Dollars in an amount approximately
equal to the Dollar Loan as calculated by the Agent, such interpolated rate to
be based on the Reuters BBA Page LIBOR 01 PROVIDED THATLIBOR for periods of
less than one (1) week will be ascertained under sub-section (iii) below;
 or (if Reuters BBA Page LIBOR 01 is discontinued or if the Agent is unable to make
the said determination due to technical breakdown in the relevant system or the
Pre-Delivery Interest Period or Interest Period is less than one (1) week)
 (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Dollars in an amount approximately equal to the Dollar Loan are offered to
such Reference Bank by leading banks in the London Interbank market at such
Reference Banks request at or about 11.00 a.m. London time on the Quotation
Date for a period equal to the Pre-Delivery Interest Period or Interest Period
and for delivery on the first Business Day thereof;
 Loanmeans the aggregate principal amount of the Dollar Loan and the Euro Loan or
(as the context may require) the amount thereof for the time being drawn down and
outstanding hereunder;Management Agreementmeans the agreement to be entered into between the Borrower
and the Manager providing for the ship management and crewing services of the
Vessel, such agreement to be in the form and on the terms and conditions required
by the Agent;Management Agreement Assignmentmeans the valid and effective first legal
assignment of the Management Agreement (together with the notice thereof and the
acknowledgement), to be executed by the Borrower in favour of the Trustee, such
assignment, notice and acknowledgement to be in the form and on the terms and
conditions required by the Agent and the Hermes Agent;
 28




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Managermeans NCL America Inc. of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America, the company providing ship
management and crewing services for the Vessel pursuant to the Management
Agreement;Marginmeans the rate of nought point seven five per cent (0.75%) per annum;Monthmeans a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month save that, where any such
period would otherwise end on a day which is not a Business Day, it shall end on
the next Business Day, unless that day falls in the calendar month succeeding that
in which it would otherwise have ended, in which case it shall end on the preceding
Business Day PROVIDED THAT, if a period starts on the last Business Day in a
calendar month or if there is no numerically corresponding day in the month in
which that period ends, that period shall end on the last Business Day in that
later month;Mortgagemeans either of the Pre-Delivery Mortgage or the Post Delivery Mortgage;NCLC Fleetmeans the vessels owned by companies in the NCLC Group;NCLC Groupmeans the Guarantor and its Subsidiaries;NCL Internationalmeans NCL International, Ltd. of Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda;NCLLmeans Norwegian Cruise Line Limited of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda;Notice of Fixed Ratemeans a notice in the form of Schedule 7;Obligorsmeans the Borrower, the Guarantor, the Manager, the Sub-Agent, the
Shareholder, the Supervisor, Arrasas and any other party from time to time to any
of the Security Documents excluding the Builder, Hermes, the Arrangers, the
Trustee, the Agent, the Hermes Agent and the Lenders;Officemeans in respect of the Agent, the Hermes Agent, the Trustee and each
Lender its office at the address set out beneath its name in Schedule 2 or such
other office as it shall from time to time select and notify through the Agent to
the Borrower;Outstanding Indebtednessmeans all sums of any kind payable actually or
contingently to the Trustee, the Agent, the Hermes Agent or the Lenders under or
pursuant to this Agreement or any Transaction Document (whether by way of repayment
of principal payment of interest or default interest payment of any indemnity or
counter indemnity reimbursement for fees, costs or expenses or otherwise
howsoever);Permitted Indebtednessmeans monies borrowed or raised other than from any direct
or indirect shareholder of the Guarantor for the purpose of
 29




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acquiring a vessel, or refinancing a vessel, for a member of the NCLC Group:
 (i)
    
    prior to the date of this Agreement and notified by the
Borrower to the Agent prior to the date of this Agreement;(ii)
    
    hereunder;(iii)
    
    after the date of this Agreement, subject to the provisions
of this Agreement, at arms length on usual terms and subject to the Borrower
first notifying the Agent with full details of the amount(s) to be borrowed or
raised and the Encumbrances to be created to secure the repayment of such
monies; and(iv)
    
    Permitted Refinancing Indebtedness;
 Permitted Liensmeans (i) any Encumbrance created by or pursuant to the Security
Documents (ii) liens on the Vessel up to an aggregate amount at any time not
exceeding [*] for current crews wages and salvage and
liens incurred in the ordinary course of trading the Vessel (iii) any deposits or
pledges to secure the performance of bids, tenders, bonds or contracts (iv) any
other Encumbrance notified by any of the Obligors to the Agent prior to 20 April
2004 (v) subject to Clause 10.8, any Encumbrances in respect of existing Financial
Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged
with or into the Guarantor or any of its Subsidiaries (vi) liens on assets leased,
acquired or upgraded after 20 April 2004 or assets newly constructed or converted
after the date hereof provided that (a) such liens secure Financial Indebtedness
otherwise permitted under this Agreement (b) such liens are incurred within one (1)
year following such lease, acquisition, upgrade, construction or conversion and (c)
the Financial Indebtedness secured by such liens does not exceed the cost of such
upgrade or the cost of such assets acquired or leased (vii) 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 (viii) subject to Clause 11.1.9, liens arising out of the
existence of judgments or awards in respect of the Guarantor or any of its
Subsidiaries (ix) any other lien that may be created by the Guarantor from time to
time in the ordinary course of business and (x) any deposits, liens or other
Encumbrances placed or incurred in connection with any bond or other surety from
time to time provided to the US Federal Maritime Commission in order to comply with
laws, regulations and rules applicable to the operators of passenger vessels
operating to or from ports in the United States of America PROVIDED THATthe
aggregate amount of all cash and the fair market value of all other property
subject to such liens as are described in paragraphs (vii) to (ix) above does not
exceed [*] and PROVIDED FURTHER THATany such lien as is
described in paragraphs (vi) to (ix) 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;
 30




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Permitted Refinancing Indebtednessmeans any monies borrowed or raised at arms
length on usual terms and other than from any direct or indirect shareholder of the
Guarantor which are used to refinance any Permitted Indebtedness including any
Permitted Refinancing Indebtedness;Portionmeans any of Portion 1, Portion 2 or Portion 3;Portion 1means the aggregate principal amount of the Portion 1 Tranches or (as
the context may require) the amount thereof for the time being drawn down and
outstanding hereunder in whatever currency or currencies it is for the time being
denominated;Portion 1 Tranchemeans Tranche 1, Tranche 2, Tranche 3 and/or Tranche 4 of
Portion 1;Portion 2means the Equivalent Amount of the aggregate principal amount of the
Portion 2 Tranches, subject to Clause 2.5, or (as the context may require) the
amount thereof for the time being drawn down and outstanding hereunder in whatever
currency or currencies it is for the time being denominated;Portion 2 Tranchemeans Tranche A, Tranche B and/or Tranche C of Portion 2;Portion 3means up to eighty per cent (80%) of the Pre-Delivery Interest or (as
the context may require) the amount thereof for the time being drawn down and
outstanding hereunder in whatever currency or currencies it is for the time being
denominated;Possible Event of Defaultmeans any event which, with the giving of notice,
passage of time or occurrence of any other event, would constitute an Event of
Default;Post Delivery Mortgagemeans the first preferred ship mortgage to be granted by
the Borrower over the Vessel and registered at the US Coast Guard National Vessel
Documentation Center in favour of the Trustee as security pursuant hereto, such
mortgage to be in the form and on the terms and conditions required by the Agent
and the Hermes Agent and agreed on the signing hereof and as specified in paragraph
42 of Schedule 4;Pre-Delivery Interest Payment Datemeans the last day of each Pre-Delivery
Interest Period;Pre-Delivery Interest Periodmeans each period ascertained in accordance with
Clause 5.3 or Clause 5.12 other than an Interest Period;Pre-Delivery Interestmeans the aggregate of the interest payable on the Loan on
each Pre-Delivery Interest Payment Date;Pre-Delivery Mortgagemeans the first priority abstract acknowledgement of debt
and mortgage (Abstraktes Schuldversprechen und
Schiffshypothekenbestellungsurkunde) and part submission (Unterwerfung unter die
sofortige Zwangsvollstreckung), to be granted by the Borrower over the Vessel in
favour of the Trustee as security pursuant hereto during the Construction Period,
such abstract, mortgage and
 31




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submission being in the form and on the terms and conditions required by the Agent
and the Hermes Agent and agreed on the signing hereof and as specified in paragraph
27 of Schedule 4;Process Agentmeans Clifford Chance Secretaries Limited whose registered office
is presently at 10 Upper Bank Street, London E14 5JJ or any other person in England
nominated by the Borrower, any other Obligor or the Builder and approved by the
Agent as agent to accept service of legal proceedings on their behalf under any of
this Agreement and the other Security Documents;Quotation Datemeans, in relation to any Pre-Delivery Interest Period or Interest
Period, the day on which quotations would ordinarily be given in the relevant
interbank eurocurrency market for Dollar or Euro (as the case may be) deposits for
delivery on the first day of that Pre-Delivery Interest Period or Interest Period
PROVIDED THATif such quotation date is not a Business Day the quotation date shall
be the preceding Business Day;Reference Banksmeans Commerzbank Aktiengesellschaft and HSBC Bank plc;Reimbursement Agreementmeans the reimbursement and distribution agreement dated
17 August 2007, by and among Investor I, Star and the Guarantor;Repayment Datesmeans the last day of each of the twenty four (24) consecutive
periods of six (6) months the first such period commencing on the Termination Date
and the twenty fourth such period terminating twelve (12) years thereafter;Reuters BBA Page LIBOR 01means the display currently designated as Reuters BBA
Page LIBOR 01, which includes London Interbank Offered Rates of four (4) major
banks, which are members of the International Swaps and Derivatives Association,
Inc. or such other service as may be nominated by the British Bankers Association
as the information vendor for displaying the London Interbank Offered Rates of
major banks in the London Interbank market;Safety Management Certificatemeans a document issued to the Vessel as evidence
that the Vessels operator and its shipboard management operate in accordance with
an approved Safety Management System;Safety Management Systemmeans a structured and documented system enabling the
personnel of the Vessels operator to implement effectively the safety and
environmental protection policy of that Vessel operator;Same Day Fundsmeans Dollar funds settled through the New York Clearing House
Interbank Payments System or Euro funds settled through TARGET or such other funds
for payment in Dollars or Euro (as the case may be) as the Agent shall specify by
notice to the Borrower as being customary at the time for the settlement of
international transactions in New York or Frankfurt am Main (as the case may be) of
the type contemplated by this Agreement;
 32




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Security Documentsmeans this Agreement, the Guarantee, the Hermes Cover, the
Building Contract Assignment, the Construction Risks Insurance Assignment, the
Supervision Agreement Assignment, the Management Agreement Assignment, the
Sub-Agency Agreement Assignment, the Mortgages, the Charge Option, the Charge, the
Earnings Assignment, the Insurance Assignment, the Account Charge and all such
other documents as may be executed at any time in favour of (among others) the
Trustee, the Hermes Agent and/or any of the Lenders as security for the obligations
of the Borrower, the other Obligors and the Builder whether executed pursuant to
the express provisions of this Agreement or otherwise howsoever;Security Periodmeans the period beginning on the First Drawdown Date and ending
on the date on which the amounts outstanding under this Agreement and under each of
the other Security Documents are finally paid or repaid in full;Shareholdermeans NCL America Holdings, Inc. of Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, United States of America;Shareholders Agreementmeans the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Guarantor;Sharesmeans the three thousand (3,000) authorised shares of common stock in the
Borrower legally and beneficially owned by the Shareholder;Starmeans Star Cruises Limited of Canons Court, 22 Victoria Street, Hamilton HM
12, Bermuda;Sub-Agency Agreementmeans the agreement to be entered into between the Manager
and the Sub-Agent providing for the commercial, marketing, sales and financial
services in respect of the Vessel, such agreement to be in the form and on the
terms and conditions required by the Agent;Sub-Agency Agreement Assignmentmeans the valid and effective first legal
assignment of the Sub-Agency Agreement (together with the notice thereof and the
acknowledgement), to be executed by the Manager in favour of the Trustee, such
assignment, notice and acknowledgement to be in the form and on the terms and
conditions required by the Agent and the Hermes Agent;Sub-Agentmeans NCL (Bahamas) Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda, the company providing commercial, marketing, sales and
financial services in respect of the Vessel pursuant to the Sub-Agency Agreement;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;
 33




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Subsidiary
 Substitute Basis
 Supervision Agreement
 Supervision Agreement Assignment
 Supervisor
 Suspension Notice
 TARGET
 Taxes Taxation
 Termination Date
 Total Loss
 Tranche
 Tranche A
 34




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##### 



Tranche B PROVIDED THAT
 Tranche C PROVIDED THAT
 Tranche 1
 Tranche 2
 Tranche 3
 Tranche 4 PROVIDED THAT
 Transaction Documents
 35




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##### 



Transfer Certificate
 Transfer Date
 Transferee
 Vessel
 1.2
    
    Construction
  1.2.1
    
    clause headings are inserted for convenience of reference
only and shall be ignored in the construction of this Agreement;1.2.2
    
    references to Clauses and to Schedules are to be construed
as references to clauses of and schedules to this Agreement unless otherwise
stated and references to this Agreement are to be construed as references to
this Agreement including its Schedules;1.2.3
    
    subject to Clause 9.2.21 and Clause 9.1, references to (or
to any specified provision of) this Agreement or any other document shall be
construed as references to this Agreement, that provision or that document as
from time to time amended, supplemented, restated and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other
document shall include reference to such partys successors and permitted
assigns;1.2.6
    
    references to the Builder shall be disregarded when it has
performed in full all its obligations under the Building Contract and the
Security Documents to which it is a party;1.2.7
    
    words importing the plural shall include the singular and
vice versa;
 36




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1.2.8
    
    references to a person shall be construed as references to
an individual, firm, company, corporation, unincorporated body of persons or
any state or any agency thereof;1.2.9
    
    where any matter requires the approval or consent of the
Agent or the Trustee such approval or consent shall not be deemed to have been
given unless given in writing; where any matter is required to be acceptable
to the Agent or the Trustee, the Agent or the Trustee (as the case may be)
shall not be deemed to have accepted such matter unless its acceptance is
communicated in writing; the Agent or the Trustee may give or withhold its
consent, approval or acceptance at its unfettered discretion;1.2.10
    
    a certificate by the Agent as to any amount due or calculation made
hereunder shall be conclusive except for manifest error.
 1.3
    
    Agent, Hermes Agent and Trustee
  2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Facility by way of the
Portions. Any part of the Facility which remains undrawn at close of business
in London on the Termination Date shall be capable of cancellation by the
Lenders with the consent of Hermes.2.1.2
    
    Each Lender shall advance its Contribution to the Portions
in the proportion which its Contribution for the time being bears to the other
Contributions of the Lenders.2.1.3
    
    Neither the Agent (as the Agent or as a Lender) nor any
other Lender shall be liable for any failure or delay on the part of any
Lender in making any advance hereunder nor shall the Agent or the Arrangers
have any obligation to seek to procure additional Lenders in the event of such
a failure PROVIDED THATif any Lender should fail to advance its Contribution
hereunder, that Lender and the Agent will take all reasonable steps to
mitigate the effect of that failure. Notwithstanding the aforesaid proviso,
neither the Agent (as a Lender) nor any other Lender shall be obliged to
increase its Contribution hereunder in respect of the failure by any other
Lender(s) to fund its Contribution.
 37




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2.2
    
    Purpose and ApplicationThe purpose of the Facility is set out below.
 2.2.1
    
    Portion 1 shall finance up to eighty per cent (80%) of the
Contract Price. Tranche 1 shall be applied in payment of part of the third
pre-delivery instalment due by the Borrower to the Builder under the Building
Contract, Tranche 2 in payment of the fourth pre-delivery instalment due to
the Builder under the Building Contract, Tranche 3 in payment of the fifth
pre-delivery instalment due to the Builder under the Building Contract and
Tranche 4 in payment of the delivery instalment due to the Builder under the
Building Contract;2.2.2
    
    Portion 2 shall reimburse the Borrower for or finance up to
eighty per cent (80%) of the Hermes Premium. Tranche A shall reimburse the
Borrower in part for the amount of the Hermes Premium paid to the Hermes Agent
for on-payment to Hermes on issue of the Hermes Cover, Tranche B shall be
applied in payment or (if insufficient) in part payment of seventy five per
cent (75%) of the Hermes Insurance Premium payable on the later of the First
Drawdown Date and the issue of the Hermes Cover and Tranche C shall be applied
in payment or (if insufficient) in part payment of any increase in the Hermes
Insurance Premium thereafter; and2.2.3
    
    Portion 3 shall finance up to eighty per cent (80%) of the
total amount of the Pre-Delivery Interest payable hereunder and shall be drawn
down in the currency or currencies in which the Loan is for the time being
denominated and the proportion of the interest payable in any currency shall
correspond to the proportion of the Loan denominated in that currency.
 2.3
    
    DrawdownThe Borrower shall only make drawings under any Portion of the Facility if:
 2.3.1
    
    in the case of Portion 1 and Portion 2, the Agent receives
at least five (5) Business Days notice of the Borrowers request for such
drawing in the form of Schedule 3;2.3.2
    
    no Event of Default or Possible Event of Default has
occurred before the date of such drawing;2.3.3
    
    no written notice has been received indicating that the
Hermes Cover does not validly exist without restriction;2.3.4
    
    the representations and warranties set out in Clause 9 and
each of the other Security Documents are correct on the date of such drawing;
and2.3.5
    
    it is then lawful for each of the Lenders to make available
its Contribution to the Facility,
 PROVIDED THAT
 38




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##### 



PROVIDED FURTHER THAT 
 2.4
    
    Payment of PortionsAll Portion 1 Tranches drawn down hereunder shall be paid to the Builder.Tranche A drawn down hereunder shall be paid to the Borrower in reimbursement in
part of the amount of the Hermes Premium paid by the Borrower to the Hermes Agent
for on-payment to Hermes on issue of the Hermes Cover, Tranche B drawn down
hereunder shall be applied in payment or (if insufficient) in part payment of
seventy five per cent (75%) of the Hermes Insurance Premium payable on the later of
the First Drawdown Date and the issue of the Hermes Cover and Tranche C drawn down
hereunder shall be applied in payment or (if insufficient) in part payment of any
increase in the Hermes Insurance Premium thereafter, subject to the further proviso
to Clause 2.3.Subject to the further proviso to Clause 2.3, the Borrower hereby consents to the
drawdown on each Pre-Delivery Interest Payment Date of such amount of Portion 3 as
is required to pay eighty per cent (80%) of the Pre-Delivery Interest payable on
that Pre-Delivery Interest Payment Date and to the application of such amount in
payment of such interest.2.5
    
    Currency Option
 2.5.1
    
    The Borrower may by notice in writing served on the Agent
not less than five (5) Business Days prior to a Drawdown Date request that a
Portion be advanced in Euro or in Dollars.2.5.2
    
    If the Borrower fails to make a request in accordance with
Clause 2.5.1 or if deposits in Euro in the relevant amount and for the
relevant duration are not available to any of the Lenders in the relevant
interbank eurocurrency market in the ordinary course of business to fund its
Contribution then with effect from the relevant Drawdown Date the Portion or
any part thereof shall be advanced in Dollars.2.5.3
    
    The Borrower may by notice in writing served on the Agent
not less than five (5) Business Days prior to a Currency Conversion Date
 39




---



##### 



request that the Euro Loan shall be converted to Dollars on the next
Currency Conversion Date for the duration of the Security Period.
 2.5.4
    
    On a Currency Conversion Date the Euro Loan at that date
shall be repaid by the Borrower in Euro. However, the Lenders shall on that
day readvance that part of the Euro Loan (due allowance being made for any
amounts repaid or prepaid since the first day of the preceding Pre-Delivery
Interest Period or Interest Period) on terms that:
 (a)
    
    the proceeds of that readvance shall
forthwith be applied by the Lenders in or towards effecting the said
repayment on behalf of the Borrower so that:
 (i)
    
    the obligation of the
Borrower to make that repayment shall be a notional
obligation only except to the extent that the proceeds of
that readvance are insufficient to make that repayment in
full; and(ii)
    
    the obligation of the
Lenders to make that readvance shall be a notional obligation
only except to the extent that the proceeds of that readvance
exceed the amount of that repayment; and
 (b)
    
    the Lenders shall forthwith readvance the
Equivalent Amount of the Euro Loan at that date.
 2.5.5
    
    All losses, damages, expenses, profits or currency risks
arising from the exercise of the currency option contained in this Clause 2.5
shall be for the account of the Borrower.2.5.6
    
    The conversion of the Euro Loan into Dollars or the
operation of this Clause 2.5 shall not constitute or be construed as a
prepayment pursuant to the provisions of Clause 4.2.5.7
    
    Notwithstanding the drawdown of any part of the Loan in Euro
or its subsequent conversion into Dollars it is expressly acknowledged and
agreed by the parties hereto that the Security Documents shall remain in full
force and effect and that they shall stand as security for the Loan in
whatever currency or currencies it is for the time being denominated.
 40




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##### 



2.6
    
    Break costs on failure to drawIf for any reason any part of a Portion is not drawn down by the Borrower hereunder
after notice of drawdown has been given to the Agent pursuant to Clause 2.3 in the
case of Portion 1 and Portion 2 or after the relevant Quotation Date in the case of
Portion 3, the Borrower will pay to the Agent for the account of the Lenders such
amount as the Agent may certify as necessary to compensate the Lenders (other than
any Lender whose default has caused the part of the Portion not to be drawn down)
for any loss (including the cost of breaking deposits or re-employing funds
(including warehousing and other related costs)) or any losses under any Interest
Exchange Arrangement and/or any swap agreements or other interest rate management
products entered into by the Lenders for the purpose of this transaction or expense
(including warehousing and other related costs) on account of funds borrowed,
contracted for (whether in Euro or in Dollars) or utilised in order to fund its
Contribution to the part of the Portion. Each Lender shall supply to the Agent a
certificate of break costs which in the absence of manifest error shall be
conclusive as to the amounts due.2.7
    
    Conditions of drawdownThe Agent shall not be under any obligation to advance a part of a Portion
hereunder until all the documents and evidence referred to in the relevant part of
Schedule 4 are in the possession of the Agent in form and substance satisfactory to
it, the Arrangers, the Lenders and the Hermes Agent.2.8
    
    Several obligations of the LendersThe obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives in respect of a part of a Portion an amount greater
than the aggregate of the Contributions to that part of a Portion, the Borrower
forthwith upon the demand of the Agent shall pay to the Agent (for the account of
those Lenders whose Contributions were exceeded) the amount certified by the Agent
as representing the excess of the amount paid to the Borrower over the due and
proper amount of the Contributions of the Lenders actually received by the Agent.2.9
    
    Lenders failure to performSubject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor shall any such other party be liable for the failure by such Lender to
perform its obligations hereunder.
 41




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2.10
    
    Fulfilment of conditions after drawdownIf the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to advance a part of a Portion to the Borrower
hereunder without having received all of the documents or evidence referred to in
the relevant part of Schedule 4, the Borrower will nevertheless deliver the
remaining documents or evidence to the Agent within fourteen (14) days of such
drawing (or such other period as the Agent may stipulate) and the advance of the
Facility shall not be construed as a waiver of the Agents right to receive the
documents or evidence as aforesaid nor shall this provision impose on the Agent or
the Lenders any obligation to permit the drawing in the absence of such documents
or evidence.
 3
    
    Repayment
 3.1
    
    Unless otherwise repaid in accordance with the provisions of this Agreement,
the Borrower hereby agrees to repay the Loan by twenty four (24) equal half yearly
Instalments of principal in the currency or currencies in which the Loan is for the
time being denominated and the proportion of each Instalment payable in any currency
shall correspond to the proportion of the Loan denominated in that currency. The
first such Instalment shall be paid six (6) months from the Termination Date and the
remainder at six (6) monthly intervals.
 4
    
    Prepayment
 4.1
    
    Voluntary prepaymentOn giving at least thirty (30) days prior notice to the Agent, the Borrower may on
the last day of a Pre-Delivery Interest Period or an Interest Period prepay
(without premium or penalty, subject to Clause 4.8) the whole or any relevant part
of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or
the equivalent amount in Euro (as the case may be) or an integral multiple
thereof). In the case of a prepayment of part of the Loan, the proportion of that
part payable in Dollars or Euro (as the case may be) shall correspond to the
proportion of the Loan denominated in that currency at the prepayment date.4.2
    
    Voluntary prepayment in case of increased costAt any time after any sum payable by the Borrower has been increased under Clause 8
or a Lender has made any claim for indemnification under Clause 8, the Borrower
may, after giving to the Agent five (5) Business Days notice of its intention to
do so, prepay the whole (but not part only) of the Contribution of that Lender,
subject to Clause 4.8, in whatever currency or currencies it is for the time being
denominated.4.3
    
    Mandatory prepayment in case of illegality
 4.3.1
    
    If any change in, or in the interpretation or application
of, any law, regulation or treaty shall make it unlawful in any jurisdiction
applicable to any of the Lenders for that Lender to make available or maintain
its Contribution or to give effect to its obligations as
 42




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contemplated hereby, the Agent may, by notice thereof to the Borrower,
declare that the relevant Lenders obligations shall be terminated
forthwith whereupon (if any of the Facility has then been advanced) the
Borrower shall prepay forthwith to the relevant Lender its Contribution in
whatever currency or currencies it is for the time being denominated
together with interest thereon to the date of such prepayment and all
other amounts due to such Lender under Clause 4.8 and under the Security
Documents (or, if permitted by the relevant law, regulation or treaty, at
the end of the then current Pre-Delivery Interest Period or Interest
Period).
 4.3.2
    
    A Lender affected by any provision of Clause 4.3.1 shall
promptly inform the Agent after becoming aware of the relevant change and the
Agent shall, as soon as reasonably practicable thereafter, notify the Borrower
of the change and its possible results. Without affecting the Borrowers
obligations under Clause 4.3.1 and in consultation with the Agent, the
affected Lender will then take all such reasonable steps as may be open to it
to mitigate the effect of the change (for example (and if then possible) by
changing its Office or transferring some or all of its rights and obligations
under this Agreement to another financial institution reasonably acceptable to
the Borrower and the Agent). The reasonable costs of mitigating the effect of
any such change shall be borne by the Borrower save where such costs are of an
internal administrative nature and are not incurred in dealings by any Lender
with third parties.
 4.4
    
    Voluntary prepayment following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 6.3 whether or not it
wishes to prepay the Loan, in which event the Borrower shall forthwith prepay the
Loan in whatever currency or currencies it is for the time being denominated
together with interest accrued thereon at the rate specified in the relevant
certificate of Substitute Basis and any break costs in accordance with Clause 4.8.4.5
    
    Prepayment in case of Total Loss of the VesselIf the Vessel is or becomes a Total Loss, then the Borrower will, within thirty
(30) days thereof or, if the Agent is satisfied in its sole discretion that the
Total Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent within one hundred and fifty (150) days plus
three (3) business days in Frankfurt, New York and Singapore thereof, by no later
than the date which is one hundred and fifty (150) days plus three (3) business
days in Frankfurt, New York and Singapore after the date of the event giving rise
to such Total Loss prepay the Loan in accordance with Clause 4.7, Clause 4.8 and
Clause 12.1.For the purposes of this Clause a Total Loss shall be deemed to have occurred:
 4.5.1
    
    if it consists of an actual loss, at noon Greenwich Mean
Time on the actual date of loss or, if that is not known, on the date on which
the Vessel was last heard of;
 43




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4.5.2
    
    if it consists of a Compulsory Acquisition, at noon
Greenwich Mean Time on the date on which the requisition is expressed to take
effect by the person requisitioning the Vessel; and
 4.5.3
    
    if it consists of a constructive or compromised or arranged
or agreed total loss or damage to the Vessel rendering repair impracticable or
uneconomical or rendering the Vessel permanently unfit for normal use, at noon
Greenwich Mean Time on the date on which notice claiming the loss of the
Vessel is given to its insurers.
 4.6
    
    Prepayment in case of sale of the VesselIf the Vessel is sold by the Borrower with the prior consent of the Agent (which
consent is not to be unreasonably withheld or delayed), then, subject to the
following provision of this Clause 4.6, the Borrower will concurrent with
completion of the sale prepay the Loan in accordance with Clause 4.7 and Clause
12.1.If, however, the sale (or transfer) of the Vessel is in connection with an
Apollo-Related Transaction, the Borrower shall give to the Agent not less than
fifteen (15) Business Days notice of the estimated date of sale (or transfer), the
purchaser (or transferee) shall assume all of the obligations and liabilities of
the Borrower under the Transaction Documents (save for the Building Contract and
the Supervision Agreement), in such manner and on the terms and conditions required
by the Agent, the Hermes Agent and their legal advisers (as confirmed by relevant
legal opinions), and the Obligors (other than the Borrower and the Supervisor)
shall re-execute or re-confirm the Security Documents to which they are a party as
security for the obligations of the purchaser (or transferee), in such form and on
the terms and conditions required by the Agent, the Hermes Agent and their legal
advisers (as confirmed by relevant legal opinions).Subject to Clause 4.8, prepayment of the Loan consequent upon the permitted sale of
the Vessel shall absolve the Borrower from any liability to pay prepayment fees or
costs.4.7
    
    Effect of prepaymentAny notice given by the Borrower under Clause 4.1, Clause 4.2 or Clause 4.4 shall
be irrevocable and shall oblige the Borrower to pay to the Agent on account of the
Lenders the amount or amounts therein stated on the date therein stated. No amount
prepaid under this Agreement may be redrawn. Each prepayment under this Agreement
shall be applied in satisfaction of the Borrowers remaining obligations under
Clause 3 in inverse chronological order. Prepayments under this Agreement shall be
made together with accrued interest thereon and the payment of all other sums then
owing under any of the Security Documents.
 44




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4.8
    
    Break costs on prepaymentIf any repayment or prepayment of the Loan or part thereof is made otherwise than
on the last day of a Pre-Delivery Interest Period or an Interest Period or,
following Conversion, any repayment or prepayment of the Loan or part thereof is
made otherwise than on the last day of the Fixed Rate Period, the Borrower shall
pay to the Agent on behalf of the Lenders on demand such additional amount as the
Agent may certify (such certificate to contain a calculation thereof in reasonable
detail) as necessary to compensate each of the Lenders for any loss (including the
cost of breaking deposits or re-employing funds (including warehousing and other
related costs)) or any losses under any Interest Exchange Arrangement and/or any
swap agreements or other interest rate management products entered into by the
Lenders for the purpose of this transaction or expense (including warehousing and
other related costs) on account of funds borrowed, contracted for or utilised to
fund the amount so repaid or prepaid provided that each Lender shall pay to the
Borrower any swap breakage gain actually received by the Lender under any Interest
Exchange Arrangement to which it is a party and/or any swap agreements or other
interest rate management products entered into by the Lender for the purpose of
this transaction.
 5
    
    Interest
 5.1
    
    Payment of interest prior to the Termination DateFrom the first Drawdown Date in respect of a Portion until the Termination Date,
the Borrower shall pay interest on that Portion in Dollars and/or Euro (as the case
may be) at the Floating Interest Rate applicable for each Pre-Delivery Interest
Period in respect thereof which interest shall be payable in arrears on each
Pre-Delivery Interest Payment Date from the application of the amount of Portion 3
drawn down on that Pre-Delivery Interest Payment Date (if any) and by the Borrower.For the avoidance of doubt, Portion 3 or any part thereof may only be drawn down
hereunder and applied in payment of interest accrued up to the Termination Date.5.2
    
    Payment of interest from the Termination DateFrom the Termination Date, the Borrower shall pay interest on the Loan at the
Applicable Interest Rate for each Interest Period in respect thereof which interest
shall be payable in arrears on each Interest Payment Date PROVIDED THATif the
current Interest Period does not end on the relevant Interest Payment Date the
Borrower shall only pay the interest accrued during that Interest Period up to but
not including the Interest Payment Date.5.3
    
    Selection and duration of Pre-Delivery Interest Periods and Interest Periods
 5.3.1
    
    Subject to the other provisions of this Clause 5, the
Borrower may give notice to the Agent to be received by the Agent not later
than 9.00 a.m. London time five (5) Business Days prior to the
 45




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commencement of each Pre-Delivery Interest Period in respect of a Portion
or part thereof or Interest Period in respect of the Loan, specifying
whether that interest period is to be of three (3) or six (6) months
duration. Pre-Delivery Interest Periods shall commence, in the case of
the first in respect of the first part of Portion 1 and Portion 2 to be
drawn down, on the First Drawdown Date, in the case of the first in
respect of the first part of Portion 3 to be drawn down on the first
Pre-Delivery Interest Payment Date and, in the case of Pre-Delivery
Interest Periods other than the first in respect of any Portion or part
thereof, on the expiry of the preceding Pre-Delivery Interest Period.
Interest Periods in respect of the Loan shall commence, in the case of the
first, on the Termination Date and, in the case of Interest Periods other
than the first, on the expiry of the preceding Interest Period.
 However, the Agent shall have the right to adjust the length of any
Pre-Delivery Interest Period for a part of a Portion (other than the first
part to be drawn down) such that it ends on the same date as any existing
Pre-Delivery Interest Period in respect of that Portion and the first
Pre-Delivery Interest Period in respect of a Portion such that it ends on
the same date as the current Pre-Delivery Interest Period of the other
Portions.The final Pre-Delivery Interest Period in respect of a Portion, the
Portions or any part thereof (as the case may be) shall end on the
Termination Date and the final Interest Period shall end on the final
Repayment Date.5.3.2
    
    Subject to the consent of Hermes and of each of the Lenders
which consents have not, at the date hereof, been obtained, and provided that
any such consents obtained remain in full force and effect on the date of the
Election Notice (as hereinafter defined), the Borrower may, if no Event of
Default has occurred and is continuing and no Total Loss has occurred, at any
time prior to the Termination Date, elect to convert the basis upon which
interest is calculated hereunder by giving notice (an
Election Notice) to
the Agent not less than fifteen (15) Business Days (or such shorter time as
the parties may agree) before the date on which the Interest Exchange
Arrangements are to be entered into (the Election Date) to request that with
effect from the Termination Date (the Conversion Date) the rate of interest
applicable to the Loan then outstanding shall be the Fixed Rate.5.3.3
    
    The Borrower shall forthwith provide a copy of the Election
Notice to the Guarantor, who shall upon receipt provide a written confirmation
to both the Borrower and the Agent that the Guarantee remains in full force
and effect, PROVIDED ALWAYSthat no Interest Exchange Arrangement will be
entered into by a Lender unless a confirmation satisfactory to the Agent, the
Lenders and Hermes is received from the Guarantor.5.3.4
    
    Any such request under Clause 5.3.2 shall be irrevocable,
provided that any informal request made by the Borrower to the Agent for an
indication of the rates which might be available should the Borrower
 46




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deliver an Election Notice shall not be construed as the giving of an
Election Notice by the Borrower pursuant to Clause 5.3.2. The parties
hereto agree that not more than two (2) informal requests may be made.
 5.3.5
    
    On receipt of an Election Notice from the Borrower pursuant
to Clause 5.3.2, the Agent shall promptly notify the Lenders of such election
and of the applicable Election Date and Conversion Date.
 5.4
    
    ConversionConversion shall only occur if:
 5.4.1
    
    the Euro Loan has been repaid and readvanced in accordance
with Clause 2.5.4;5.4.2
    
    the Agent has received an Election Notice;5.4.3
    
    the Agent has received the confirmation from the Guarantor
referred to in Clause 5.3.3;5.4.4
    
    the Agent has received evidence of the Interest Exchange
Arrangements executed by the parties thereto; and5.4.5
    
    the Fixed Rate for the Loan has been determined.
 In the absence of satisfaction of any of the above or any other relevant provision
of Clause 5.3, interest on the Loan shall continue to be calculated at the Floating
Interest Rate.5.5
    
    Fixed RateThe Lenders, the Agent and the Borrower agree that as soon as the Fixed Rate shall
have been determined, the Agent shall inform the Borrower by issuing to the
Borrower a Notice of Fixed Rate. Upon such issuance the Borrowers obligation will
be to pay interest on the Loan at the Fixed Rate from the Conversion Date and,
until such date, at the Floating Interest Rate.5.6
    
    Break costs in relation to ConversionIf an Election Notice has been given to the Facility Agent pursuant to Clause 5.3.2
and Conversion does not occur on the Conversion Date as a result of the relevant
provisions of Clause 5.3, Clause 5.4 and/or Clause 5.5 not being satisfied or
waived, other than as a result of gross negligence or wilful misconduct of the
Agent or any of the Lenders, the Borrower shall pay to the Agent for the account of
the Lenders interest accrued to but excluding the Conversion Date together with
such amount as the Agent may certify (such certificate to contain a calculation
thereof in reasonable detail) as necessary to compensate each of the Lenders for
any loss (including the cost of breaking deposits or re-employing funds (including
warehousing and other related costs)) or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction as a consequence of
Conversion not being made on the Conversion Date.
 47




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If it is necessary for the Lenders to break deposits or re-employ funds taken or
borrowed to make or maintain such Lenders Contribution to the Portions in whatever
currency or currencies they are for the time being denominated in order for
Conversion to take place on the Conversion Date, the Borrower shall pay to the
Agent for the account of the Lenders interest accrued to but excluding the
Conversion Date together with such amount as the Agent may certify to be necessary
to compensate a Lender for any losses incurred as a consequence of the Pre-Delivery
Interest Period(s) in respect of the Portions or the Interest Period in respect of
the Loan (as the case may be) being prematurely terminated in order to allow
Conversion to occur on the Conversion Date including, without limitation, any loss
(including the cost of breaking deposits (including warehousing and other related
costs)) or expense (including warehousing and other related costs) on account of
funds borrowed, contracted for or utilised to fund such Lenders Contribution to
the Loan in whatever currency or currencies it is for the time being denominated.5.7
    
    No notice and unavailabilityIf the Borrower fails to select a Pre-Delivery Interest Period or an Interest
Period in accordance with Clause 5.3 or the Agent certifies that deposits for the
period selected by the Borrower are not available to each of the Lenders in the
ordinary course of business in the relevant interbank eurocurrency market to fund
the relevant Portion or the Loan (as the case may be), the Borrower shall be deemed
to have selected a Pre-Delivery Interest Period or an Interest Period of six (6)
months (or such other period as the Agent may in its discretion decide).5.8
    
    Separate Interest Periods for InstalmentsIf an Interest Period would otherwise extend beyond any Repayment Date, the Loan
shall be divided into two (2) or more portions. One (1) or more portions will be
of an amount equal to the amount of the Loan required to be repaid on each relevant
Repayment Date and will have an Interest Period of such length as will expire on
that date and the Interest Period relating to the remainder of the Loan will be
determined in accordance with Clauses 5.3 and 5.7.5.9
    
    Extension and shortening of Pre-Delivery Interest Periods or Interest PeriodsIf a Pre-Delivery Interest Period or an Interest Period would otherwise end on a
day which is not a Business Day, the Pre-Delivery Interest Period or Interest
Period shall be extended until the next following Business Day unless the next
following Business Day falls in the next calendar month or the Interest Period has
been selected pursuant to Clause 5.3.2 in which case the Interest Period will be
shortened to expire on the preceding Business Day.If a Pre-Delivery Interest Period or an Interest Period commences on the last
Business Day in a month or if there is no day in the month in which the
Pre-Delivery Interest Period or Interest Period will end which corresponds
numerically to the day on which it begins, the Pre-Delivery Interest Period or
Interest Period shall end on the last Business Day in that month.
 48




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5.10
    
    Applicable Interest Rate
 5.10.1
    
    In respect of Pre-Delivery Interest Periods or Interest Periods pursuant to
Clause 5.3.1 and subject to Clause 5.12 and Clause 6, the rate of interest
applicable to the Loan (or relevant part in the case of the division of the
Loan under Clause 5.8) during a Pre-Delivery Interest Period or an Interest
Period shall be the Floating Interest Rate.5.10.2
    
    In respect of Interest Periods pursuant to Clause 5.3.2 and subject to
Clause 5.12 and Clause 6, the rate of interest applicable to the Loan (or
relevant part in the case of the division of the Loan under Clause 5.8) during
an Interest Period shall be the Fixed Rate.
 5.11
    
    Bank basisPre-Delivery Interest, interest, fees payable pursuant to Clause 13 and any other
payments hereunder of an annual nature shall accrue from day to day and be computed
on the basis of a year of three hundred and sixty (360) days and for the actual
number of days elapsed.5.12
    
    Default interestIf the Borrower fails to pay on the due date any sum due under this Agreement or
any of the other Security Documents to which it may at any time be a party, the
Borrower shall, without affecting any other remedy of the Agent or the Lenders, pay
interest on such sum from the due date to the actual date of payment (as well after
as before judgment). Such interest shall accrue on a daily basis at the higher of
the Applicable Interest Rate fixed for the latest interest period and the rate
computed by the Agent and certified by the Agent to the Borrower as being the
aggregate of:
 5.12.1
    
    the Margin plus one per cent (1%); and
 49




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5.12.2
    
    the greater of (a) in the case of the Lenders, the average (rounded upwards
if necessary to the next integral multiple of one-sixteenth of one per cent
(1/16%)) of the respective rates per annum at which each of the Lenders is
able to acquire in accordance with its normal practice deposits in Dollars or
Euro (as the case may be) in successive periods of one (1) month (or for such
shorter period as the Agent may in its absolute discretion select) in the
relevant interbank eurocurrency market in an amount equivalent to or
comparable with its Contribution to such sum, and, in the case of the Agent,
the rate per annum at which it is able to acquire in accordance with its
normal practice deposits in Dollars or Euro (as the case may be) in successive
periods of one (1) month (or for such shorter period as the Agent may in its
absolute discretion select) in the relevant interbank eurocurrency market in
an amount equivalent to such sum, as at approximately 10.00 a.m. London time
in the case of Euro and approximately 11.00 a.m. London time in the case of
Dollars on any relevant day and (b) in the case of the Lenders, the average
(rounded upwards if necessary to the next integral multiple of one-sixteenth
of one per cent (1/16%)) of the cost to each of the Lenders of funding its
Contribution to such sum, and, in the case of the Agent, the cost of funding
such sum, such interest to be compounded at the end of the period selected by
the Agent and to be payable on demand. In the event of LIBOR or EURIBOR (as
the case may be) not being available then the Agent shall in its discretion
use the Substitute Basis for its calculation as set out in Clause 6.3.
 6
    
    Substitute Basis of Funding
 6.1
    
    Market disturbanceNotwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Pre-Delivery Interest Period or any Interest Period pursuant to
Clause 5.3.1 the Agent shall determine in good faith (which determination shall be
conclusive and binding on the parties hereto) that:
 6.1.1
    
    by reason of circumstances affecting the relevant interbank
eurocurrency market adequate and fair means do not exist for ascertaining the
Floating Interest Rate during such Pre-Delivery Interest Period or Interest
Period pursuant to Clause 5; or6.1.2
    
    deposits in Dollars or Euro (as the case may be) of equal
duration to such Pre-Delivery Interest Period or Interest Period will not be
available to any of the Lenders in the relevant interbank eurocurrency market
in sufficient amounts in the ordinary course of business to fund its
Contribution during such Pre-Delivery Interest Period or Interest Period; or6.1.3
    
    by reason of any material change in applicable law or
regulation or of any change in national or international financial or economic
conditions any of the Lenders is unable to fund or to continue to fund its
Contribution during such Pre-Delivery Interest Period or Interest Period by
deposits obtained in the relevant interbank eurocurrency market,
 50




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then the Agent shall promptly give a notice (being a Suspension Notice), containing
full particulars thereof in reasonable detail to the Borrower.
 6.2
    
    Suspension of drawdownIf a Suspension Notice is given by the Agent before the advance of any of the
Facility in accordance with Clause 2 then the Agent shall not be obliged to advance
the Facility until notice to the contrary is given by the Agent. During the period
of thirty (30) days from the giving of such Suspension Notice, the Agent and any
Lender affected by the relevant market disturbance shall consult in good faith with
the Borrower with a view to agreeing to an alternative basis for advancing of the
Facility or any relevant part thereof. If such alternative basis is agreed between
the Borrower, the Agent, the relevant Lender or Lenders and Hermes, it shall apply
in accordance with its terms and, if not, the Facility or any relevant part thereof
shall be made available to the Borrower in the other of the currencies of Dollars
or Euro.6.3
    
    Certificates of Substitute Basis
 6.3.1
    
    If the Facility or part thereof has been advanced before a
Suspension Notice is given, the Lender or Lenders affected by the relevant
market disturbance shall within thirty (30) days following the date of the
Suspension Notice, certify (through the Agent) in good faith to the Borrower
an alternative basis approved by the Hermes Agent (being the Substitute Basis)
for maintaining its Contribution affected by the relevant market disturbance.
Such Substitute Basis may be retroactive to the beginning of the then current
Pre-Delivery Interest Period or Interest Period (or Pre-Delivery Interest
Periods or Interest Periods), and may include an alternative currency or an
alternative method of fixing the Interest Rate (which shall reflect the cost
to the relevant Lender or Lenders of funding its Contribution from other
sources plus the Margin) or alternative Pre-Delivery Interest Periods or
Interest Periods for the Loan or any relevant part thereof, PROVIDED ALWAYS
THATso far as practicable any such Substitute Basis shall be computed in a
manner and for periods as similar as possible to those provided in Clause 5.
 6.3.2
    
    Each Substitute Basis so certified shall be binding upon the
Borrower, the Agent and the Lenders and shall be treated as part of this
Agreement.
 6.4
    
    ReviewSo long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 6.1 still prevail
with a view to returning to the normal provisions of this Agreement.
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7
    
    Payments
 7.1
    
    Place for paymentAll payments by the Borrower under this Agreement or any of the other Security
Documents to which it may at any time be a party shall be made in Same Day Funds
and:
 7.1.1
    
    if in Dollars to HSBC Bank USA, New York (SWIFT Code
MRMDUS33) for the account of HSBC Bank plc, London (SWIFT Code MIDLGB22),
account no 000-023868 in favour of Project and Export Finance, account no
36677449, quoting reference 53M/FC1031 by 10.00 a.m. New York time; and7.1.2
    
    if in Euro to HSBC Bank plc, London (SWIFT Code MIDLGB22),
in favour of Project and Export Finance, account no 36677422, quoting
reference 53M/FC1031 by 10.00 a.m. Frankfurt am Main time.
 7.2
    
    Deductions and grossing-up
 7.2.1
    
    Each payment to be made by the Borrower to a Lender or the
Agent hereunder in Dollars or in Euro shall be made free and clear of and
without deduction for or on account of Taxes unless the Borrower is required
by law to make such a payment subject to the deduction or withholding of
Taxes, in which case the sum payable by the Borrower in respect of which such
deduction or withholding is required to be made shall be increased to the
extent necessary to ensure that, after the making of such deduction or
withholding, the Lender or the Agent receives and retains (free from any
liability in respect of any such deduction or withholding) a net sum equal to
the sum which it would have received and so retained had no such deduction or
withholding been made or required to be made.
 7.2.2
    
    Without prejudice to the provisions of Clause 7.2.1, if any
Lender or the Agent on its behalf is required to make any payment on account
of Tax (not being a tax imposed on the net income of its Office by the
jurisdiction in which it is incorporated or in which its Office is located or
any other tax existing and applicable on the date of this Agreement under the
laws of any jurisdiction) on or in relation to any sum received or receivable
hereunder by such Lender or the Agent on its behalf (including, without
limitation, any sum received or receivable under this Clause 7) or any
liability in respect of any such payment is asserted, imposed, levied or
assessed against such Lender or the Agent on its behalf, the Borrower shall,
upon demand of the Agent, indemnify such Lender or the Agent against such
payment or liability, together with any interest, penalties and expenses
payable or incurred in connection therewith, other than interest, penalties,
and expenses (a) that accrue during any periods of time beginning on the
thirty first (31st) day (or such longer period as any Lender may
reasonably require) following the day on which the Lender or the Agent, as
applicable, has actual knowledge of the imposition or assertion of such Taxes
or other Taxes, or (b) that are otherwise imposed or asserted on account of
the bad faith or wilful
 52




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neglect of such Lender or the Agent. If any Lender proposes to make a
claim under the provisions of this Clause 7.2.2 it shall certify to the
Borrower in reasonable detail within thirty (30) days (or such longer
period as any Lender may reasonably require) after becoming aware of the
event by reason of which it is entitled to make its claim or claims the
basis of its claim or claims, such certificate to be conclusive, save for
manifest error.7.2.3
    
    Without affecting the Borrowers obligations under Clause
7.2.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
event (for example (if then possible) by changing its Office or transferring
some or all of its rights and obligations under this Agreement to another
financial institution reasonably acceptable to the Borrower, Hermes and the
Agent). The reasonable costs of mitigating the effect of any such change
shall be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with
third parties.7.2.4
    
    Each Lender, on or prior to the date on which such Lender
becomes a Lender hereunder, through the Agent (and from time to time
thereafter as required by applicable law, but only for so long as such Lender
is legally entitled to do so or the Agent is instructed to do so), shall
deliver to the Borrower two (2) duly completed copies of either (a) Internal
Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of
an income tax treaty to which the United States is a party that reduces the
rate of withholding on interest to zero or (b) Internal Revenue Service Form
W-8ECI, or in either case an applicable successor form.7.2.5
    
    No person to which a Lender assigns part or all of its
interest under this Agreement pursuant to Clause 17 shall be entitled to
receive any greater increase in payment under Clause 7.2.1 than the assigning
Lender would have been entitled to receive with respect to the rights assigned
unless such assignment shall have been made at a time when the circumstances
giving rise to such greater payment did not exist. Each assignee shall, on or
prior to the date on which the assignor assigns all or part of its interest to
such assignee, comply with the certification requirements of Clause 7.2.3.
 7.3
    
    Production of receipts for TaxesIf the Borrower makes any payment hereunder in Dollars or in Euro in respect of
which it is required by law to make any deduction or withholding for Taxes, it
shall pay the full amount to be deducted or withheld to the relevant taxation or
other authority within the time allowed for such payment under applicable law and
shall deliver to the Agent within thirty (30) days after they have made such
payment to the applicable authority any original receipt issued by such authority
evidencing the payment to such authority of all amounts so required to be deducted
or withheld from such payment.
 53




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If an additional payment is made under Clause 7.2.1 and any Lender or the Agent on
its behalf determines that it has received or been granted a credit against or
relief of or calculated with reference to the deduction or withholding giving rise
to such additional payment, such Lender or the Agent (as the case may be) shall, to
the extent that it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment and provided that it has received the
cash benefit of such credit, relief or remission, pay to the Borrower such amount
as such Lender or the Agent shall in its reasonable opinion have concluded to be
attributable to the relevant deduction or withholding. Any such payment shall be
conclusive evidence of the amount due to the Borrower hereunder and shall be
accepted by the Borrower in full and final settlement of its rights of
reimbursement hereunder in respect of such deduction or withholding. Nothing
herein contained shall interfere with the right of any Lender and the Agent to
arrange their respective tax affairs in whatever manner they think fit.7.4
    
    Money of accountIf any sum due from the Borrower under this Agreement or any other Security
Document to which it may at any time be a party, or any order or judgment given or
made in relation thereto, has to be converted from the currency (the first
currency") in which the same is payable under such Security Document, order or
judgment into another currency (the second currency") for the purpose of:
 7.4.1
    
    making or filing a claim or proof against the Borrower;7.4.2
    
    obtaining an order or judgment in any court or other tribunal; or7.4.3
    
    enforcing any order or judgment given or made in relation thereto;
 the Borrower shall indemnify and hold harmless the Agent and each of the Lenders
from and against any damages or losses suffered as a result of any discrepancy
between (a) the rate of exchange used to convert the sum in question from the first
currency into the second currency and (b) the rate or rates of exchange at which
each Lender and the Agent (as the case may be) may in the ordinary course of
business purchase the first currency with the second currency upon receipt of a sum
paid to it in satisfaction, in whole or in part, of any such order, judgment, claim
or proof. The above indemnity shall constitute an obligation of the Borrower
separate and independent from its other obligations and shall apply irrespective of
any indulgence granted by the Agent or any of the Lenders.7.5
    
    AccountsThe Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Document,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.
 54




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7.6
    
    EarningsProvided no Event of Default has occurred (following which the Agent shall (inter
alia) be entitled to request the Borrower to give notice pursuant to clause 3 of
the Earnings Assignment and apply such Earnings in accordance with Clause 12.1)
such Earnings shall throughout the Security Period be at the free disposal of the
Borrower.7.7
    
    Continuing securityThe security created by this Agreement and each of the other Security Documents
shall be held by the Trustee and/or the Agent and/or the Lenders and/or the Hermes
Agent as a continuing security for the repayment of the Outstanding Indebtedness
and the security so created shall not be satisfied by any intermediate payment or
satisfaction of any part of the amount hereby or thereby secured or by any
amendment of this Agreement or any of the other Security Documents. Such security
shall be in addition to and shall not in any way be prejudiced or affected by any
collateral or other security now or hereafter held by the Trustee, the Agent, the
Lenders, the Hermes Agent or any of them for all or any part of the amount hereby
or thereby secured or any other right or remedy of the Trustee, the Agent, the
Lenders or the Hermes Agent or any of them under this Agreement or any of the other
Security Documents, by operation of law or otherwise howsoever arising. All the
powers arising from such security may be exercised from time to time as the Trustee
and/or the Agent and/or the Hermes Agent may deem expedient.
 8
    
    Yield Protection and Force Majeure
 8.1
    
    Increased costsIf by reason of:
 8.1.1
    
    any change in law or in its interpretation or administration; and/or8.1.2
    
    compliance with any request from or requirement of any
central bank or other fiscal, monetary or other authority including but
without limitation the Basle Committee on Banking Supervision whether or not
having the force of law:
 (a)
    
    any of the Lenders incurs a cost as a
result of its performing its obligations under this Agreement and/or
its advancing its Contribution hereunder; or(b)
    
    there is any increase in the cost to any of
the Lenders of funding or maintaining all or any of the advances
comprised in a class of advances formed by or including its
Contribution advanced or to be advanced by it hereunder; or(c)
    
    any of the Lenders incurs a cost as a
result of its having entered into and/or its assuming or maintaining
its commitment under this Agreement; or(d)
    
    any of the Lenders becomes liable to make
any payment on account of Tax or otherwise (other than Tax on its
overall
 55




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net income) on or calculated by reference to the amount of its
Contribution advanced or to be advanced hereunder and/or any sum
received or receivable by it hereunder; or(e)
    
    any of the Lenders suffers any decrease in
its rate of return as a result of any changes in the requirements
relating to capital ratios, monetary control ratios, the payment of
special deposits, liquidity costs or other similar requirements
affecting that Lender,
 then the Borrower shall from time to time on demand pay to the Agent for the
account of the relevant Lender or Lenders amounts sufficient to indemnify the
relevant Lender or Lenders against, as the case may be, such cost, such increased
cost (or such proportion of such increased cost as is in the reasonable opinion of
the relevant Lender or Lenders attributable to the funding or maintaining of its or
their Contribution(s) hereunder) or such liability.A Lender affected by any provision of Clause 8.1 shall promptly inform the Agent
after becoming aware of the relevant change and its possible results (which notice
shall be conclusive evidence of the relevant change and its possible results) and
the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower
of the change and its possible results. Without affecting the Borrowers
obligations under Clause 8.1 and in consultation with the Agent, the affected
Lender will then take all such reasonable steps as may be open to it to mitigate
the effect of the change (for example (if then possible) by changing its Office or
transferring some or all of its rights and obligations under this Agreement to
another financial institution reasonably acceptable to the Borrower and the Agent).
The reasonable costs of mitigating the effect of any such change shall be borne by
the Borrower save where such costs are of an internal administrative nature and are
not incurred in dealings by any Lender with third parties.8.2
    
    Force majeureWhere the Agent, the Hermes Agent, the Trustee or any Lender (the Non-Performing
Party") is prevented from performing any of its obligations under this Agreement by
reason of Force Majeure this Agreement shall remain in effect but the
Non-Performing Partys relevant obligations shall be suspended for so long as the
Force Majeure continues and to the extent that the Non-Performing Party is so
prevented, PROVIDED THAT:
 8.2.1
    
    the suspension of performance is of no greater scope and of
no longer duration than is required by the Force Majeure;8.2.2
    
    the obligations of the Non-Performing Party shall not be
excused as a result of the Force Majeure; and8.2.3
    
    in respect of the suspension of the Non-Performing Partys
obligations:
 (a)
    
    the Non-Performing Party gives the Agent
prompt written notice which the Agent shall forthwith upon receipt
send to the Borrower describing the circumstances of Force Majeure
 56




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(including the nature of the occurrence, its expected duration and
the effects of the Force Majeure on the ability of the
Non-Performing Party to perform its relevant obligations), and
continues to furnish weekly reports with respect thereto during
the period of Force Majeure;(b)
    
    the Non-Performing Party uses all
reasonable efforts to remedy its inability to perform and to mitigate
the effects of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such
cessation and shall resume performance of its obligations under this
Agreement if such resumption is then possible.
 9
    
    Representations and Warranties
 9.1
    
    DurationThe representations and warranties in Clause 9.2, Clause 9.3 and Clause 9.4 shall
survive the execution of this Agreement and shall be deemed to be repeated, with
reference mutatis mutandis to the facts and circumstances subsisting, as if made on
each day until the Borrower has no remaining obligations, actual or contingent,
under or pursuant to this Agreement or any of the other Security Documents.9.2
    
    Representations and warrantiesThe Borrower represents and warrants to the Agent and each of the Lenders that:
 9.2.1
    
    StatusEach Obligor is a corporation duly organised, constituted and validly
existing under the laws of the country of its incorporation, possessing
perpetual corporate existence, the capacity to sue and be sued in its own
name and the power to own and charge its assets and carry on its business
as it is now being conducted.9.2.2
    
    Powers and authorityEach of the Obligors has the power to enter into and perform this
Agreement and those of the other Security Documents to which it is a party
and the transactions contemplated hereby and thereby and has taken all
necessary action to authorise the entry into and performance of this
Agreement and such other Security Documents and such transactions.9.2.3
    
    Legal validityThis Agreement, each other Transaction Document (other than the Hermes
Cover) and each of the Apollo Transaction Documents constitutes (or will
constitute when executed) legal, valid and binding obligations of each
Obligor and the Builder expressed to be
 57




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a party thereto enforceable in accordance with their respective terms and
in entering into this Agreement and borrowing the Loan, the Borrower is
acting on its own account.
 9.2.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the other Transaction
Documents (other than the Hermes Cover), the Apollo Transaction Documents
and the transactions contemplated hereby and thereby do not and will not
conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any
Obligor; or(c)
    
    any agreement or document to which any
Obligor is a party or which is binding upon such Obligor or any of
its assets,
 nor result in the creation or imposition of any Encumbrance on an Obligor
or its assets pursuant to the provisions of any such agreement or
document.9.2.5
    
    No defaultSave as disclosed in the Disclosure Letter no event has occurred which
constitutes a default under or in respect of any Transaction Document to
which any Obligor, the Builder or Hermes is a party or by which any
Obligor, the Builder or Hermes may be bound (including (inter alia) this
Agreement) and no event has occurred which constitutes a default under or
in respect of any agreement or document to which any Obligor is a party or
by which any Obligor may be bound to an extent or in a manner which might
have a material adverse effect on its business, assets or financial
condition.9.2.6
    
    ConsentsExcept for:
 (a)
    
    the filing of those Security Documents to
be filed with the Secretary of State of Delaware, the Companies
Registries in the Isle of Man, England and Wales or the Federal
Republic of Germany, which filings must be completed within twenty
one (21) days of the execution of the relevant Security Document(s)
in the case of England and Wales; and(b)
    
    the registration of the Pre-Delivery
Mortgage in the Shipbuilding Register in Emden and the recording of
the Post Delivery Mortgage at the US Coast Guard National Vessel
Documentation Center,
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transactions contemplated thereby have been obtained or effected and are
in full force and effect except authorisations, approvals, consents,
licences, exemptions, filings and registrations required in the normal day
to day course of the operation of the Vessel and not already obtained by
the Borrower.9.2.7
    
    Accuracy of informationAll information furnished by any Obligor relating to the business and
affairs of any Obligor in connection with this Agreement and the other
Transaction Documents was and remains true and correct in all material
respects and there are no other material facts or considerations the
omission of which would render any such information misleading.9.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing to the Agent all facts
relating to each Obligor and the Builder which it knows or should
reasonably know and which might reasonably be expected to influence the
Lenders in deciding whether or not to enter into this Agreement.9.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor is subject to any Encumbrance
except Permitted Liens or Encumbrances created in respect of Permitted
Indebtedness.9.2.10
    
    Pari passu or priority statusThe claims of the Agent and the Lenders against the Borrower under this
Agreement will rank at least pari passu with the claims of all unsecured
creditors of the Borrower (other than claims of such creditors to the
extent that they are statutorily preferred) and in priority to the claims
of any creditor of the Borrower who is also an Obligor and the Builder.9.2.11
    
    SolvencyThe Borrower is and shall remain, after the advance to it of the Facility,
solvent in accordance with the laws of the State of Delaware and the
United Kingdom and in particular with the provisions of the Insolvency Act
1986 (as from time to time amended) and the requirements thereof.9.2.12
    
    Winding-up, etc.Subject to Clause 10.8, neither the Borrower nor any other Obligor has
taken any corporate action nor have any other steps been taken or legal
proceedings been started or (to the best of its knowledge and belief)
threatened against any of them for the reorganisation, winding-up,
dissolution or for the appointment of a liquidator, administrator,
receiver, administrative receiver, trustee or similar officer of any of
them or any or all of their assets or revenues nor
 59




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has it sought any other relief under any applicable insolvency or
bankruptcy law.
 9.2.13
    
    AccountsThe consolidated audited accounts of the Group for the periods ending on
31 December 2002 and 31 December 2003 and the consolidated audited
accounts of the NCLC Group for the period ending on 31 December 2004 and
for all subsequent periods (which accounts will be prepared in accordance
with GAAP) fairly represent the financial condition of the Group or the
NCLC Group (as the case may be) as shown in such audited accounts (in this
Clause 9.2.13 NCLC Groupshall have the meaning ascribed to it in clause
11.4 of the Guarantee).9.2.14
    
    LitigationSave as disclosed in writing to the Agent by way of the Disclosure Letter
no litigation, arbitration or administrative proceedings are current or
pending or, to its knowledge, threatened, which might, if adversely
determined, have a material adverse effect on the business, assets or
financial condition of any Obligor.9.2.15
    
    Tax liabilitiesThe NCLC Group has complied with all taxation laws in all jurisdictions in
which it is subject to Taxation and has paid all Taxes due and payable by
it including but without limitation any disputed Taxes unless a reserve
has been made pending resolution of the dispute; no material claims are
being asserted against it with respect to Taxes, which might, if such
claims were successful, have a material adverse effect on its business,
assets or financial condition.9.2.16
    
    Ownership of assetsEach member of the Group or the NCLC Group (as the case may be) has good
and marketable title to all its assets which are reflected in the audited
accounts referred to in Clause 9.2.13.9.2.17
    
    No immunityNone of the Obligors nor any of their respective assets enjoys any right
of immunity (sovereign or otherwise) from set-off, suit or execution in
respect of their obligations under this Agreement or any of the other
Transaction Documents or by any relevant or applicable law.9.2.18
    
    Taxes on paymentsAs at the date of this Agreement all amounts payable by them hereunder in
Dollars or in Euro may be made free and clear of and without deduction for
or on account of any Taxation.
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9.2.19
    
    Place of businessNone of the Obligors has a place of business in any jurisdiction (except
as already disclosed) which requires any of the Security Documents to be
filed or registered in that jurisdiction to ensure the validity of the
Security Documents to which it is a party.9.2.20
    
    Ownership of sharesAll the Shares in the Borrower and all the shares in the Manager shall be
legally and beneficially owned by the Shareholder, all the shares in the
Sub-Agent shall be legally and beneficially owned by NCL International,
all the shares in the Shareholder shall be legally and beneficially owned
by Arrasas and all the shares in Arrasas shall be legally and beneficially
owned by the Guarantor and such structure shall remain so throughout the
remainder of the Security Period. Further, no Event of Default has
occurred under clause 11.2 of the Guarantee in respect of the ownership
and/or control of the shares in the Guarantor.9.2.21
    
    Completeness of documentsThe copies of the Building Contract, the Supervision Agreement, the
Management Agreement, the Sub-Agency Agreement, the Interest Exchange
Arrangements, the Apollo Transaction Documents and any other relevant
third party agreements delivered to the Agent are true and complete copies
of each such document constituting valid and binding obligations of the
parties thereto enforceable in accordance with their respective terms and
no amendments thereto or variations thereof have been agreed other than
(if applicable), in the case of the Management Agreement or the Sub-Agency
Agreement, in accordance with Clause 10.14 nor has any action been taken
by the parties thereto which would in any way render such document
inoperative or unenforceable.9.2.22
    
    No undisclosed commissionsOther than the Hermes Premium, there are and will be no commissions,
rebates, premiums or other payments by or to or on account of any Obligor
or the Builder, their shareholders, directors or officers in connection
with the transaction as a whole other than as disclosed to the Agent in
writing.9.2.23
    
    Money launderingAny borrowing by the Borrower under this Agreement, and the performance of
its obligations under this Agreement and the other Transaction Documents,
will be for its own account and will not involve any breach by it of any
law or regulatory measure relating to money launderingas defined in
Article 1 of the Directive (91/308/EEC) of the Council of the European
Communities.
 61




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9.2.24
    
    EnvironmentEach of the Obligors:
 (a)
    
    is in compliance with all applicable
federal, state, local, foreign and international laws, regulations,
conventions and agreements relating to pollution prevention or
protection of human health or the environment (including, without
limitation, ambient air, surface water, ground water, navigable
waters, water of the contiguous zone, ocean waters and international
waters), including without limitation, laws, regulations, conventions
and agreements relating to:
 (i)
    
    emissions, discharges,
releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous materials,
oil, hazard substances, petroleum and petroleum products and
by-products (Materials of Environmental Concern); or(ii)
    
    the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environmental Concern
(such laws, regulations, conventions and agreements the
Environmental Laws);
 (b)
    
    has all permits, licences, approvals,
rulings, variances, exemptions, clearances, consents or other
authorisations required under applicable Environmental Laws
(Environmental Approvals) and are in compliance with all
Environmental Approvals required to operate its business as presently
conducted or as reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person,
alleging potential liability for, or a requirement to incur,
investigatory costs, clean-up costs, response and/or remedial costs
(whether incurred by a governmental entity or otherwise), natural
resources damages, property damages, personal injuries, attorneys
fees and expenses or fines or penalties, in each case arising out of,
based on or resulting from:
 (i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned
by such person; or(ii)
    
    circumstances forming the
basis of any violation, or alleged violation, of any
Environmental Law or Environmental Approval (Environmental
Claim); and
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9.3
    
    Representations on the First Drawdown DateThe Borrower further represents and warrants to the Agent and each of the Lenders
that on the First Drawdown Date the Vessel will be:
 9.3.1
    
    in its absolute and unencumbered ownership save as
contemplated by the Security Documents;9.3.2
    
    registered in its name in the Shipbuilding Register in
Emden;9.3.3
    
    insured in accordance with the provisions of the Building
Contract, this Agreement and the Pre-Delivery Mortgage and in compliance with
the requirements therein in respect of such insurances; and9.3.4
    
    under construction supervision by the Supervisor on and
subject to the terms set out in the Supervision Agreement.
 9.4
    
    Representations on the Delivery DateThe Borrower further represents and warrants to the Agent and 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
    
    registered in its name under the laws and flag of the United
States of America;9.4.3
    
    classed with the highest classification available for a
vessel of its type free of all recommendations and qualifications with Det
Norske Veritas and American Bureau of Shipping;9.4.4
    
    operationally seaworthy and in compliance with all relevant
provisions, regulations and requirements (statutory or otherwise) applicable
to ships registered under the laws and flag of the United States of America;9.4.5
    
    insured in accordance with the provisions of Clause 10.21
and in compliance with the requirements therein in respect of such insurances;
and
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9.4.6
    
    managed by the Manager and the Sub-Agent on and subject to
the terms set out in the Management Agreement and the Sub-Agency Agreement.
 10
    
    Undertakings
 10.1
    
    DurationThe undertakings in this Clause 10 shall survive the execution of this Agreement
and shall be deemed to be repeated with reference mutatis mutandis to the facts and
circumstances subsisting, as if made on each day until the Borrower has no
remaining obligations, actual or contingent, under or pursuant to this Agreement or
any of the other Security Documents.10.2
    
    InformationThe Borrower will provide to the Agent for the benefit of the Lenders (or will
procure the provision of):
 10.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of its financial years) a Certified Copy of its
unaudited accounts for that year and of the audited consolidated Group
accounts for that year (commencing with audited accounts made up to 31
December 2002) such Group accounts being substituted with NCLC Group accounts
commencing with the audited accounts made up to 31 December 2004;10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end
of each quarter of each financial year) a Certified Copy of the unaudited
consolidated accounts of the NCLC Group and the unaudited accounts of the
Borrower for that quarter (commencing with unaudited accounts made up to 31
March 2004);10.2.3
    
    promptly, such further information in its possession or control regarding
its financial condition and operations and those of any company in the NCLC
Group as the Agent may request;10.2.4
    
    details of any material litigation, arbitration or administrative
proceedings which affect any Obligor as soon as the same are instituted and
served, or, to the knowledge of the Borrower, threatened (and for this purpose
proceedings shall be deemed to be material if they involve a claim in an
amount exceeding twenty five million Dollars (USD25,000,000) or the equivalent
in another currency).
 NCLC Group
 64




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10.3
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon any
Obligor becoming aware of the occurrence thereof. Upon the Agents request from
time to time the Borrower will issue a certificate stating whether any Obligor is
aware of the occurrence of any Event of Default.10.4
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of,
each of the Transaction Documents are obtained and promptly renewed from time to
time and will procure that the terms of the same are complied with at all times.
Insofar as such filings or registrations have not been completed on or before the
relevant Drawdown Date the Borrower will procure the filing or registration within
applicable time limits of each Security Document which requires filing or
registration together with all ancillary documents required to preserve the
priority and enforceability of the Security Documents.10.5
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of its present or future assets, except for the following:
 10.5.1
    
    Encumbrances created with the prior consent of the Lenders; or10.5.2
    
    Permitted Liens,
 PROVIDED THATan Encumbrance constituting a Permitted Lien under any of paragraphs
(iii), (vi), (ix) or (x) of the definition of Permitted Liens in Clause 1.1 may
not be created over any asset which is subject to an Encumbrance constituted by a
Security Document relating to this Agreement save with the prior written consent of
the Agent (such consent not to be unreasonably withheld or delayed) and (if
appropriate having regard to the nature of the Encumbrance) following the entry by
the beneficiary of the Encumbrance into intercreditor arrangements acceptable to
the Agent and the Hermes Agent.10.6
    
    DisposalsExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or
a substantial part of its assets except that the following disposals shall not be
taken into account:
 10.6.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of
cash as consideration for the purchase or acquisition of
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any asset or service or in the discharge of any obligation incurred for
value in the ordinary course of trading;
 10.6.2
    
    disposals of cash raised or borrowed for the purposes for which such cash
was raised or borrowed;10.6.3
    
    disposals of assets in exchange for other assets comparable or superior as
to type and value;10.6.4
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following
the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star,
transfer to other wholly owned Subsidiaries of Star its vessels NORWEGIAN
WIND, NORWEGIAN DREAM, NORWEGIAN SEA, NORWEGIAN MAJESTY, NORWEGIAN
CROWN and MARCO POLO (the Six Vessels) for their transfer values as set
out in Schedule 8 and sell m.v. NORWAY to a third party and, prior to the
sale of its shares as aforesaid, transfer its vessel NORWEGIAN SKY to Pride
of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;10.6.5
    
    the Subsidiaries of Star to whom the Six Vessels (as defined in Clause
10.6.4) have been transferred may let each of the Six Vessels on demise or
bareboat charter to the Sub-Agent for the period and at the charterhire rate
set out in Schedule 8;10.6.6
    
    Arrasas may transfer its shares in NCLL to IOL and Star may transfer its
shares in Arrasas to the Guarantor; and10.6.7
    
    disposals of assets constituting Apollo-Related Transactions.
 10.7
    
    Change of businessExcept with the prior consent of the Agent, the Borrower shall not make or threaten
to make any substantial change in its business as presently conducted, namely that
of a single ship owning company for the Vessel, or carry on any other business
which is substantial in relation to its business as presently conducted so as to
affect, in the opinion of the Agent, the Borrowers ability to perform its
obligations hereunder and shall not form any Subsidiaries PROVIDED THATany change
or discontinuation in the business activities of the Borrower in accordance with
the Apollo-Related Transactions shall be permitted.10.8
    
    MergersExcept with the prior consent of the Agent and Hermes and other than pursuant to
the Apollo-Related Transactions, the Borrower will not enter into any amalgamation,
restructure, substantial reorganisation, merger, de-merger or consolidation or
anything analogous to the foregoing nor will it acquire any equity, share capital
or obligations of any corporation or other entity.
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10.9
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable
jurisdictions and will obtain and maintain all franchises and rights necessary for
the conduct of its business.10.10
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with GAAP.10.11
    
    Financial indebtedness and subordination of indebtedness
 10.11.1
    
    Otherwise than in the ordinary course of business as owner of the Vessel,
except as contemplated by this Agreement and except any loan, advance or
credit extended by the Guarantor or any member of the NCLC Group which is a
wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur,
assume or allow to exist any financial indebtedness, enter into any finance
lease or undertake any material capital commitment (including but not limited
to the purchase of any capital asset).10.11.2
    
    The Borrower shall procure that any and all indebtedness (and in particular
with any other Obligor and/or any shareholder of the Guarantor) is at all
times fully subordinated to the Security Documents and the obligations of the
Borrower hereunder. 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 Agent, the Hermes Agent and the Lenders under this Agreement and the other
Security Documents and that the lender shall not take any steps to enforce its
rights to recover any monies owing to it by the Borrower and in particular but
without limitation the lender will not institute any legal or quasi-legal
proceedings under any jurisdiction at any time against the Vessel, its
Earnings or Insurances or the Borrower and it will not compete with the Agent,
the Hermes Agent or the Lenders in a liquidation or other winding-up or
bankruptcy of the Borrower or in any proceedings in connection with the
Vessel, its Earnings or Insurances.
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10.12
    
    Pooling of earnings and chartersThe Borrower will not enter into in respect of the Vessel (A) any pooling agreement
or other arrangement for the sharing of any of the Earnings or the expenses of the
Vessel or (B) any demise or bareboat charter or (C) any charter whereunder two (2)
months charterhire (or the equivalent thereof) is payable in advance in respect of
the Vessel or (D) any charter of the Vessel or contract of affreightment which,
with the exercise of options for extension, could be for a period longer than
thirteen (13) months but if, with the prior written consent of the Agent, the
Borrower enters into in respect of the Vessel a charter with a company outside the
Group, the Borrower hereby undertakes to execute in favour of the Trustee an
assignment of such charter and the Earnings therefrom such assignment to be in
substantially the form of the Earnings Assignment and as required by the Agent
PROVIDED HOWEVER THATthe Borrower may in respect of the Vessel enter into a
bareboat charter in form approved by the Agent with any company which is a member
of the Group PROVIDED THATif so requested by the Agent and without limitation:
 10.12.1
    
    any such bareboat charterer shall enter into such deeds (including but not
limited to a subordination and assignment deed), agreements and indemnities as
the Agent shall in its sole discretion require prior to entering into the
bareboat charter with the Borrower; and10.12.2
    
    the Borrower shall assign the benefit of any such bareboat charter and its
interest in the Insurances to the Trustee by way of further security for the
Borrowers obligations under the Security Documents.
 10.13
    
    Loans and guarantees by the BorrowerOtherwise than in the ordinary course of business as owner of the Vessel or except
as contemplated hereby, the Borrower will not make any loan or advance or extend
credit to any person, firm or corporation (except any loans, advances or credits
made available to (a) passengers on board the Vessel for gambling purposes (b)
ships agents and/or (c) the Guarantor and/or members of the NCLC Group which are
wholly owned Subsidiaries of the Guarantor and, in the case of such loans, advances
or credits as are referred to in this paragraph (c), do not prevent the Borrower
from performing its obligations hereunder) or issue or enter into any guarantee or
indemnity or otherwise become directly or contingently liable for the obligations
of any other person, firm or corporation.10.14
    
    Supervision and managementExcept with the prior consent of the Agent, the Borrower will not:
 (a)
    
    permit any person other than the Supervisor, the Manager and
the Sub-Agent to be the supervisor of construction and the manager and
sub-agent of, including providing crewing services to, the Vessel;(b)
    
    permit any amendment to be made to the terms of the
Supervision Agreement, the Management Agreement or the Sub-Agency Agreement
unless an amendment to the Management Agreement or
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the Sub-Agency Agreement is advised by the Borrowers tax counsel or is
deemed necessary by the parties thereto but provided that the amendment
does not imperil the security to be provided pursuant to the Security
Documents or adversely affect the ability of any Obligor to perform its
obligations under the Transaction Documents; or
 (c)
    
    permit the Vessel to be employed other than within the NCL or
NCL America brand (as applicable).
 10.15
    
    Acquisition of sharesThe Borrower will not acquire any equity, share capital, assets or obligations of
any corporation or other entity or permit its Shares to be held by any party other
than the Shareholder.10.16
    
    Trading with the United States of AmericaWhere the Vessel trades in the territorial waters of the United States of America,
the Borrower shall in respect of the Vessel take all reasonable precautions to
prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States
of America (as the same may be amended and/or re-enacted from time to time
hereafter) or any similar legislation applicable to the Vessel in any other
jurisdiction in which the Vessel shall trade (a Relevant Jurisdiction) and, for
this purpose the Borrower shall (inter alia) enter into a Carrier Initiative
Agreement with the United States Bureau of Customs and Border Protection (if such
is possible) or into voluntary arrangements made under the Customs-Trade
Partnership Against Terrorism of the United States of America (if such is possible
and appropriate to cruise vessels) and procure that the same (or a similar
agreement or arrangement in a Relevant Jurisdiction) is maintained in full force
and effect and its obligations thereunder performed by it in respect of the Vessel
throughout any period of United States of America (including coastal waters over
which it claims jurisdiction) or Relevant Jurisdiction related trading.10.17
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to any of the Transaction Documents or
securing to the Trustee, the Agent, the Hermes Agent and the Lenders the full
benefit of the rights, powers and remedies conferred upon the Trustee, the Agent,
the Hermes Agent or the Lenders in any such Transaction Document.10.18
    
    Valuation of the Vessel
 10.18.1
    
    The Borrower will from time to time (but at intervals no more
frequently than annually at the Borrowers expense unless an Event of
Default has occurred and is continuing) within fifteen (15) days of
receiving any request to that effect from the Agent, procure that the
Vessel is valued by
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an independent reputable shipbroker or
shipvaluer experienced in valuing cruise ships appointed by the
Borrower and approved by the Agent (which approval shall not be
unreasonably withheld or delayed and such valuation to be made with
or without taking into account the benefit or otherwise of any fixed
employment relating to the Vessel as the Agent may require).
 10.18.2
    
    If the Borrower does not accept the valuation obtained pursuant to
Clause 10.18.1 (the First Valuation) it may (at its own expense)
within five (5) Business Days of receipt of the First Valuation
obtain a second valuation (the Second Valuation) from another
independent reputable shipbroker or shipvaluer experienced in valuing
cruise ships appointed by the Borrower and approved by the Agent
which approval shall not be unreasonably withheld or delayed.10.18.3
    
    If the Second Valuation exceeds the First Valuation by a margin of
no less than ten per cent (10%) of the First Valuation the Borrower
may at its expense forthwith upon receipt of the Second Valuation
request the shipbrokers and/or shipvaluers appointed pursuant to
Clauses 10.18.1 and 10.18.2 to obtain a third valuation (the Third
Valuation) from a further independent reputable shipbroker or
shipvaluer experienced in valuing cruise ships approved by the Agent
such approval not to be unreasonably withheld or delayed. Subject to
the Third Valuation being made available within five (5) Business
Days of the date of the Second Valuation the valuation of the Vessel
will be determined on the basis of the average of the three
valuations so obtained. If the Third Valuation is not made available
within the aforementioned time limit the Vessel shall be valued on
the basis of the average of the First Valuation and the Second
Valuation.10.18.4
    
    The Borrower shall procure that forthwith upon the issuance of any
valuation obtained pursuant to this Clause 10.18 a copy thereof is
sent directly to the Agent for review.
 10.19
    
    Marginal security
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10.19.1
    
    provide the Agent with additional security acceptable to the Agent such
that the security value of the Vessel or the aggregate of the security value
of the Vessel and any additional security provided to the Agent hereunder (at
valuations reasonably estimated by the Agent from time to time) is at least
one hundred and twenty five per cent (125%) of the amount of the Loan; or10.19.2
    
    prepay the Loan together with accrued interest on the amount prepaid such
that the value of the security is one hundred and twenty five per cent (125%)
of the amount of the Loan.
 10.20
    
    Performance of employment contractsThe Borrower will:
 10.20.1
    
    perform its obligations under each charterparty or employment contract made
in respect of the Vessel and take all necessary steps to procure the due
performance of the obligations of any party under any charterparty or
contract. It will not without the prior written consent of the Agent rescind,
cancel or otherwise terminate any charterparty or contract in respect of the
Vessel PROVIDED ALWAYS THATany determination by it of any such charterparty
or contract after such consent is given shall be without responsibility on the
part of the Agent who shall be under no liability whatsoever in the event that
such termination thereafter be adjudged to constitute a repudiation of such
charterparty or contract by the Borrower;10.20.2
    
    promptly notify the Agent (a) of any default under any such charterparty or
contract of which it has knowledge by it and/or by any other party under any
other such charterparty or contract (b) of any such charterparty or contract
being frustrated or the performance thereof becoming impossible or
substantially different from that contemplated originally by the parties
thereto;10.20.3
    
    institute and maintain all such proceedings as may be necessary or
expedient to preserve or protect the interest of the Trustee as assignee and
itself under any of its charterparties or contracts made in respect of the
Vessel;10.20.4
    
    not take or omit to take any action the taking or omission of which might
result in any material alteration or impairment of any charterparty or
contract made in respect of the Vessel;10.20.5
    
    not substitute any other ship or ships for the Vessel under any
charterparty or contract made in respect of the Vessel;10.20.6
    
    not without the Agents prior consent agree to any material variation,
modification or amendment in the terms of any charterparty or contract in
respect of the Vessel or release any other party from any of their respective
obligations thereunder or waive any breach of the obligations of any person or
consent to any such act or omission of any person as would otherwise
constitute such breach;
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10.20.7
    
    not without the Agents prior consent let or employ the Vessel below
approximately the market rate prevailing when the Vessel is fixed;10.20.8
    
    procure that the Earnings (if any) are paid in full without set off and
free and clear of and without deduction for any taxes levies duties imposts
charges fees restrictions or conditions of any nature whatsoever; and10.20.9
    
    if, immediately following the termination (for whatever reason) of any
charterparty or contract in respect of the Vessel, the Vessel is not employed
in a manner acceptable to the Agent in its sole discretion the Borrower shall
provide additional security for its obligations hereunder in such manner, of
such type and within such period as the Agent may determine in its absolute
discretion.
 10.21
    
    InsurancesThe Borrower covenants with the Agent and the Lenders and undertakes:
 10.21.1
    
    during the Construction Period to procure that the Vessel is insured in
accordance with the Building Contract, to give notice forthwith of the
assignment of the Borrowers interest in the Insurances pursuant to the
Construction Risks Insurance Assignment to the relevant brokers, insurances
companies and/or underwriters in the form approved by the Agent and to procure
that each of the relevant brokers furnishes the Agent with a letter of
undertaking in such form as may be required by the Agent and waives any lien
for premiums except in relation to premiums attributable to the Vessel;10.21.2
    
    from the 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 Dollars approved by the Agent but not being less than the greater
of:
 (a)
    
    one hundred and twenty five per cent (125%)
of the aggregate of the amounts of the Dollar Loan and the Dollar
equivalent of the Euro Loan (determined at HSBC Bank plcs spot rate
for conversion of Dollars to Euro at 10.00 a.m. London time ten (10)
days prior to the Delivery Date or any renewal date); or(b)
    
    the full market and commercial value of the
Vessel determined in accordance with Clause 10.18 from time to time
 through internationally recognised independent first class insurance
companies, underwriters, war risks and protection and indemnity
associations acceptable to the Agent in each instance on terms and
conditions approved by the Agent including as to deductibles but at least
in respect of:
 (i)
    
    marine risks including all risks
customarily and usually covered by first-class and prudent shipowners
in the London insurance markets under English marine policies or
Agent-
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approved policies containing the ordinary conditions applicable to
similar vessels;(ii)
    
    war risks and war risks (protection and
indemnity) up to the insured amount;(iii)
    
    excess risks that is to say the proportion
of claims for general average and salvage charges and under the
running down clause not recoverable in consequence of the value at
which the Vessel is assessed for the purpose of such claims exceeding
the insured value;(iv)
    
    protection and indemnity risks with full
standard coverage and up to the highest limit of liability available
(for oil pollution risk the highest limit currently available is one
billion Dollars (USD1,000,000,000) and this to be increased if
requested by the 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;(vi)
    
    such other risks as the Agent may from time
to time reasonably require;
 and in any event in respect of those risks and at those levels covered by
first class and prudent owners and/or financiers in the international
market in respect of similar tonnage PROVIDED THATif any of such
insurances are also effected in the name of any other person (other than
the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders)
such person shall if so required by the Agent execute a first priority
assignment of its interest in such insurances in favour of the Trustee in
similar terms mutatis mutandis to the Insurance Assignment;
 10.21.3
    
    to agree that the Hermes Agent shall take out mortgagee interest insurance
on such conditions as the Hermes Agent may reasonably require and mortgagee
interest insurance for pollution risks as from time to time agreed each for an
amount in Dollars of one hundred and ten per cent (110%) of the amount of the
Loan, the Borrower having no interest or entitlement in respect of such
policies; the Borrower shall upon demand of the Hermes Agent reimburse the
Hermes Agent for the costs of effecting and/or maintaining any such
insurance(s) and the Hermes Agent hereby undertakes to use its reasonable
endeavours to match the premium level that the Borrower would have paid if the
Borrower itself had arranged such cover on such conditions (as demonstrated to
the reasonable satisfaction of the Hermes Agent);
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10.21.4
    
    if the Vessel shall trade in the United States of America and/or the
Exclusive Economic Zone of the United States of America (the EEZ) as such
term is defined in the US Oil Pollution Act 1990 (OPA), to comply strictly
with the requirements of OPA and any similar legislation which may from time
to time be enacted in any jurisdiction in which the Vessel presently trades or
may or will trade at any time during the existence of this Agreement and in
particular before such trade is commenced and during the entire period during
which such trade is carried on:
 (a)
    
    to pay any additional premiums required to
maintain protection and indemnity cover for oil pollution up to the
limit available to it for the Vessel in the market;(b)
    
    to make all such quarterly or other voyage
declarations as may from time to time be required by the Vessels
protection and indemnity association and to comply with all
obligations in order to maintain such cover, and promptly to deliver
to the Agent copies of such declarations;(c)
    
    to submit the Vessel to such additional
periodic, classification, structural or other surveys which may be
required by the Vessels protection and indemnity insurers to
maintain cover for such trade and promptly to deliver to the Agent
copies of reports made in respect of such surveys;(d)
    
    to implement any recommendations contained
in the reports issued following the surveys referred to in Clause
10.21.4(c) within the time limit specified therein and to provide
evidence satisfactory to the Agent that the protection and indemnity
insurers are satisfied that this has been done;(e)
    
    in particular strictly to comply with the
requirements of any applicable law, convention, regulation,
proclamation or order with regard to financial responsibility for
liabilities imposed on the Borrower or the Vessel with respect to
pollution by any state or nation or political subdivision thereof,
including but not limited to OPA, and to provide the Agent on demand
with such information or evidence as it may reasonably require of
such compliance;(f)
    
    to procure that the protection and
indemnity insurances do not contain a clause excluding the Vessel
from trading in waters of the United States of America and the EEZ or
any other provision analogous thereto and to provide the Agent with
evidence that this is so; and(g)
    
    strictly to comply with any operational or
structural regulations issued from time to time by any relevant
authorities under OPA so that at all times the Vessel falls within
the provisions which limit strict liability under OPA for oil
pollution;
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10.21.5
    
    to give notice forthwith of any assignment of its interest in the
Insurances to the relevant brokers, insurance companies, underwriters and/or
associations in the form approved by the Agent;10.21.6
    
    to execute and deliver all such documents and do all such things as may be
necessary to confer upon the Trustee legal title to the Insurances in respect
of the Vessel and to procure that the interest of the Trustee is at all times
filed with all slips, cover notes, policies and certificates of entry and to
procure (a) that a loss payable clause in the form approved by the Agent shall
be filed with all the hull, machinery and equipment and war risks policies in
respect of the Vessel and (b) that a loss payable clause in the form approved
by the Agent shall be endorsed upon the protection and indemnity certificates
of entry in respect of the Vessel;10.21.7
    
    to procure that each of the relevant brokers and associations furnishes the
Agent with a letter of undertaking in such form as may be required by the
Agent and waives any lien for premiums or calls except in relation to premiums
or calls attributable to the Vessel;10.21.8
    
    punctually to pay all premiums, calls, contributions or other sums payable
in respect of the Insurances on the Vessel and to produce all relevant
receipts when so required by the Agent;10.21.9
    
    to renew each of the Insurances on the Vessel at least ten (10) days before
the expiry thereof and to give immediate notice to the Agent of such renewal
and to procure that the relevant brokers or associations shall promptly
confirm in writing to the Agent that such renewal is effected it being
understood by the Borrower that any failure to renew the Insurances on the
Vessel at least ten (10) days before the expiry thereof or to give or procure
the relevant notices of such renewal shall constitute an Event of Default;10.21.10
    
    to arrange for the execution of such guarantees as may from time to time
be required by any protection and indemnity and/or war risks association;10.21.11
    
    to furnish the Agent from time to time on request with full information
about all Insurances maintained on the Vessel and the names of the offices,
companies, underwriters, associations or clubs with which such Insurances are
placed;10.21.12
    
    not to agree to any variation in the terms of any of the Insurances on the
Vessel without the prior approval of the Agent nor to do any act or
voluntarily suffer or permit any act to be done whereby any Insurances shall
or may be rendered invalid, void, voidable, suspended, defeated or
unenforceable and not to suffer or permit the Vessel to engage in any voyage
nor to carry any cargo not permitted under any of the Insurances without first
obtaining the consent of the insurers or reinsurers concerned and complying
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with such requirements as to payment of extra premiums or otherwise as
the insurers or reinsurers may impose;10.21.13
    
    not without the prior written consent of the Agent to settle, compromise
or abandon any claim in respect of any of the Insurances on the Vessel other
than a claim of less than ten million Dollars (USD10,000,000) or the
equivalent in any other currency and not being a claim arising out of a Total
Loss;10.21.14
    
    promptly to furnish the Agent with full information regarding any
casualties or other accidents or damage to the Vessel involving an amount in
excess of twenty five million Dollars (USD25,000,000);10.21.15
    
    to apply or ensure the appliance of all such sums receivable in respect of
the Insurances on the Vessel for the purpose of making good the loss and fully
repairing all damage in respect whereof the insurance monies shall have been
received;10.21.16
    
    that in the event of it making default in insuring and keeping insured the
Vessel as hereinbefore provided then the Agent may (but shall not be bound to)
insure the Vessel or enter the Vessel in such manner and to such extent as the
Agent in its discretion thinks fit and in such case all the cost of effecting
and maintaining such insurance together with interest thereon at the Interest
Rate shall be paid on demand by the Borrower to the Agent; and10.21.17
    
    to agree that the Agent shall be entitled from time to time (but at
intervals no more frequently than annually at the Borrowers expense except in
the case that the First Drawdown Date and any renewal date of the Insurances
to be assigned to the Trustee pursuant to the Construction Risks Insurance
Assignment or the Delivery Date and any renewal of the Insurances to be
assigned to the Trustee pursuant to the Insurance Assignment fall within one
(1) year of each other) to instruct independent reputable insurance advisers
for the purpose of obtaining any advice or information regarding any matter
concerning the Insurances which the Agent shall at its sole discretion deem
necessary, it being hereby specifically agreed that it shall reimburse the
Agent on demand for all reasonable costs and expenses incurred by the Agent in
connection with the instruction of such advisers as aforesaid.
 10.22
    
    Operation and maintenance of the VesselFrom the Delivery Date until the end of the Security Period at its own expense the
Borrower will:
 10.22.1
    
    keep the Vessel in a good and efficient state of repair so as to maintain
it to the highest classification available for the Vessel of its age and type
free of all recommendations and qualifications with Det Norske Veritas. On
the Delivery Date and annually thereafter, it will furnish to the Agent a
statement by such classification society that such classification is
maintained. It will comply with all
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recommendations, regulations and requirements (statutory or otherwise)
from time to time applicable to the Vessel and shall have on board as and
when required thereby valid certificates showing compliance therewith and
shall procure that all repairs to or replacements of any damaged, worn or
lost parts or equipment are carried out (both as regards workmanship and
quality of materials) so as not to diminish the value or class of the
Vessel. It will not make any substantial modifications or alterations to
the Vessel or any part thereof without the prior consent of the Agent;10.22.2
    
    submit the Vessel to continuous survey in respect of its machinery and hull
and such other surveys as may be required for classification purposes and, if
so required by the Agent, supply to the Agent copies in English of the survey
reports;10.22.3
    
    permit surveyors or agents appointed by the Agent to board the Vessel at
all reasonable times to inspect its condition or satisfy themselves as to
repairs proposed or already carried out and afford all proper facilities for
such inspections;10.22.4
    
    comply, or procure that the Manager will comply, with the ISM Code or any
replacement of the ISM Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISM Code and
at all times thereafter:
 (a)
    
    hold, or procure that the Manager holds, a
valid Document of Compliance duly issued to the Borrower or the
Manager (as the case may be) pursuant to the ISM Code and a valid
Safety Management Certificate duly issued to the Vessel pursuant to
the ISM Code;(b)
    
    provide the Agent with copies of any such
Document of Compliance and Safety Management Certificate as soon as
the same are issued; and(c)
    
    keep, or procure that there is kept, on
board the Vessel a copy of any such Document of Compliance and the
original of any such Safety Management Certificate;
 10.22.5
    
    comply, or procure that the Manager will comply, with the ISPS Code or any
replacement of the ISPS Code and in particular, without prejudice to the
generality of the foregoing, as and when required to do so by the ISPS Code
and at all times thereafter:
 (a)
    
    keep, or procure that there is kept, on
board the Vessel the original of the International Ship Security
Certificate; and(b)
    
    keep, or procure that there is kept, on
board the Vessel a copy of the ship security plan prepared pursuant
to the ISPS Code;
 10.22.6
    
    not employ the Vessel or permit its employment in any trade or business
which is forbidden by any applicable law or is otherwise illicit or in
carrying illicit or prohibited goods or in any manner
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whatsoever which may render it liable to condemnation in a prize court or
to destruction, seizure or confiscation or that may expose the Vessel to
penalties. In the event of hostilities in any part of the world (whether
war be declared or not) it will not employ the Vessel or permit its
employment in carrying any contraband goods;10.22.7
    
    promptly provide the Agent with (a) all information which the Agent may
reasonably require regarding the Vessel, its employment, earnings, position
and engagements (b) particulars of all towages and salvages and (c) copies of
all charters and other contracts for its employment and otherwise concerning
it;10.22.8
    
    give notice to the Agent promptly and in reasonable detail upon the
Borrower or any other Obligor becoming aware of:
 (a)
    
    accidents to the Vessel involving repairs
the cost of which will or is likely to exceed twenty five million
Dollars (USD25,000,000);(b)
    
    the Vessel becoming or being likely to
become a Total Loss or a Compulsory Acquisition;(c)
    
    any recommendation or requirement made by
any insurer or classification society or by any competent authority
which is not complied with within any time limit relating thereto;(d)
    
    any writ or claim served against or any
arrest of the Vessel or the exercise of any lien or purported lien on
the Vessel, its Earnings or Insurances;(e)
    
    the occurrence of any Event of Default;(f)
    
    the Vessel ceasing to be registered under
the flag of the United States of America or anything which is done or
not done whereby such registration may be imperilled;(g)
    
    it becoming impossible or unlawful for it
to fulfil any of its obligations under the Security Documents; and(h)
    
    anything done or permitted or not done in
respect of the Vessel by any person which is likely to imperil the
security created by the Security Documents;
 10.22.9
    
    promptly pay and discharge all debts, damages and liabilities, taxes,
assessments, charges, fines, penalties, tolls, dues and other outgoings in
respect of the Vessel and keep proper books of account in respect thereof
PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any
debts, damages and liabilities as aforesaid which are being contested in good
faith subject always that full details of any such contested debt, damage or
liability which, either individually or in aggregate exceeds twenty five
million Dollars (USD25,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available
for inspection on behalf
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of the Agent and provide evidence satisfactory to the Agent that the
wages and allotments and the insurance and pension contributions of the
master and crew are being regularly paid, that all deductions of crews
wages in respect of any tax liability are being properly accounted for
and that the master has no claim for disbursements other than those
incurred in the ordinary course of trading on the voyage then in progress
or completed prior to such inspection;
 10.22.10
    
    maintain the type of the Vessel as at the 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 twenty five million Dollars (USD25,000,000) unless such
person shall first have given to the Agent a written undertaking addressed to
the Agent in terms satisfactory to the Agent agreeing not to exercise a lien
on the Vessel or its Earnings for the cost of such work or for any other
reason;10.22.11
    
    promptly pay and discharge all liabilities which have given rise, or may
give rise, to liens or claims enforceable against the Vessel under the laws of
all countries to whose jurisdiction the Vessel may from time to time be
subject and in particular the Borrower hereby agrees to indemnify and hold the
Lenders, the Agent, the Hermes Agent and the Trustee, their successors,
assigns, directors, officers, shareholders, employees and agents harmless from
and against any and all claims, losses, liabilities, damages, expenses
(including attorneys, fees and expenses and consultant fees) and injuries of
any kind whatsoever asserted against the Lenders, the Agent, the Hermes Agent
or the Trustee, with respect to or as a direct result of the presence, escape,
seepage, spillage, release, leaking, discharge or migration from the Vessel or
other properties owned or operated by the Borrower of any hazardous substance,
including without limitation, any claims asserted or arising under any
applicable environmental, health and safety laws, codes and ordinances, and
all rules and regulations promulgated thereunder of all Governmental Agencies,
regardless of whether or not caused by or within the control of the Borrower
subject to the following:
 (a)
    
    it is the parties understanding that the
Lenders, the Agent, the Hermes Agent and the Trustee do not now,
have never and do not intend in the future to exercise any
operational control or maintenance over the Vessel or any other
properties and operations owned or operated by the Borrower, nor in
the past, presently, or intend in the future to, maintain an
ownership interest in the Vessel or any other properties owned or
operated by the Borrower except as may arise upon enforcement of the
Lenders rights under the Post Delivery Mortgage;(b)
    
    the indemnity and hold harmless contained
in this Clause 10.22.11 shall not extend to the Lenders, the Agent,
the Hermes Agent and the Trustee in their capacity as an equity
investor in the Borrower or as an owner of any property or
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interest as to which the Borrower is also owner but only to their
capacity as lenders, holders of security interests or
beneficiaries of security interests; and(c)
    
    unless and until an Event of Default
shall have occurred and without prejudice to the right of each
Lender to be indemnified pursuant to this Clause 10.22.11:
 (i)
    
    each Lender will, if it is
reasonably practicable to do so, notify the Borrower upon
receiving a claim in respect of which the relevant Lender is
or may become entitled to an indemnity under this Clause
10.22.11;(ii)
    
    subject to the prior
written approval of the relevant Lender which the Lender
shall have the right to withhold, the Borrower will be
entitled to take, in the name of the relevant Lender, such
action as the Borrower may see fit to avoid, dispute, resist,
appeal, compromise or defend any such claims, losses,
liabilities, damages, expenses and injuries as are referred
to above in this Clause 10.22.11 or to recover the same from
any third party, subject to the Borrower first ensuring that
the relevant Lender is secured to its reasonable satisfaction
against all expenses thereby incurred or to be incurred; and(iii)
    
    the relevant Lender will,
to the extent that it is reasonably practicable to do so,
seek the approval of the Borrower (such approval not to be
unreasonably withheld or delayed) before making any admission
of liability, agreement or compromise with a third party, or
any payment to a third party, in respect of such claims,
losses, liabilities, damages, expenses and injuries as are
referred to above in this Clause 10.22.11 and, to the extent
that the Borrower is entitled to take action in accordance
with sub-clause (ii) above and subject to the Borrower first
ensuring that the relevant Lender is secured to its
reasonable satisfaction against all expenses thereby incurred
or to be incurred, the relevant Lender will provide such
information, assistance and other co-operation as the
Borrower may reasonably request in connection with such
action,
 PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any
liabilities as aforesaid which are being contested in good faith subject
always that full details of any such contested liabilities which, either
individually or in aggregate, exceed twenty five million Dollars
(USD25,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate
release by providing bail or taking such other steps as the circumstances
may require;
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10.22.12
    
    give to the Agent at such times as it may from time to time require a
certificate, duly signed on its behalf as to the amount of any debts, damages
and liabilities relating to the Vessel and, if so required by the Agent,
forthwith discharge such debts, damages and liabilities to the Agents
satisfaction; and10.22.13
    
    maintain the registration of the Vessel under and fly the flag of the
United States of America and not do or permit anything to be done whereby such
registration may be forfeited or imperilled.
 10.23
    
    Hermes CoverThe Lenders have claims arising from this Agreement guaranteed by the Federal
Republic of Germany (represented by Hermes) by way of the Hermes Cover. The
unrestricted existence of the Hermes Cover is a pre-requisite to drawdown of any
Portion or part thereof as referred to in Clause 2.3.3 and to the maintenance of
the Loan in accordance with the terms of this Agreement after drawdown.The terms and conditions of the Hermes Cover are incorporated herein and in so far
as they impose terms, conditions and/or obligations on the Trustee and/or the Agent
and/or the Hermes Agent and/or the Lenders in relation to the Borrower or any other
Obligor then such terms, conditions and obligations are binding on the parties
hereto and further in the event of any conflict between the terms of the Hermes
Cover and the terms hereof the terms of the Hermes Cover shall be paramount and
prevail and any breach of those terms as applied to the Borrower or any other
Obligor shall be deemed to be an Event of Default. For the avoidance of doubt, the
Borrower has no interest or entitlement in the proceeds of the Hermes Cover.
 10.24
    
    DividendsThe Borrower will procure that any dividends or other distributions and interest
paid or payable in connection therewith received by the Shareholder will be paid to
the Guarantor directly or indirectly by way of dividend in each case promptly on
receipt.
 11 Default
 11.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 11.1.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount
of principal or interest of the Loan (provided however that if any such
amount is not paid when due solely by reason of some error or omission on
the part of the bank or banks through whom the relevant funds are being
transmitted no Event of Default shall occur for the purposes of this
Clause 11.1.1 until the expiry of three (3) Business Days following the
date on which such payment is due), or within three (3) Business Days of
the due date any other amount,
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payable by it under any Security Document to which it may at any time be a
party, at the place and in the currency in which it is expressed to be
payable.11.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor or the Builder fails to comply
with any other material provision of any Security Document or there
is any other material breach in the sole opinion of the Agent of any
of the Transaction Documents and such failure (if in the opinion of
the Agent in its sole discretion it is capable of remedy) continues
unremedied for a period of thirty (30) days from the date of its
occurrence and in any such case as aforesaid the Agent in its sole
discretion considers that such failure is or could reasonably be
expected to become materially prejudicial to the interests, rights or
position of the Lenders; or(b)
    
    If there is a repudiation or termination of
any Transaction Document or if any of the parties thereto becomes
entitled to terminate or repudiate any of them and evidences an
intention so to do.
 11.1.3
    
    MisrepresentationAny representation, warranty or statement made or repeated in, or in
connection with, any Transaction Document or in any accounts, certificate,
statement or opinion delivered by or on behalf of any Obligor thereunder
or in connection therewith is materially incorrect when made or would, if
repeated at any time hereafter by reference to the facts subsisting at
such time, no longer be materially correct.11.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any
financial contract or financial document relating to any Financial
Indebtedness of any member of the NCLC Group;(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise;(c)
    
    Any Encumbrance over any assets of any
member of the NCLC Group becomes enforceable;(d)
    
    Any other Financial Indebtedness of any
member of the NCLC Group is not paid when due or is or becomes
capable of being declared due prematurely by reason of default or any
security for the same becomes enforceable by reason of default;
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PROVIDED THAT:
 (i)
    
    No Event of Default will arise if the
relevant Financial Indebtedness is not accelerated or, if it is
accelerated but, in aggregate, the Financial Indebtedness is less
than fifteen million Dollars (USD15,000,000); and(ii)
    
    Financial Indebtedness being contested by
the Borrower in good faith will be disregarded provided first that
full details of the dispute shall be submitted to the Agent forthwith
upon its occurrence and second if the dispute remains unresolved for
a period of one hundred and fifty (150) days this Clause 11.1.4(ii)
shall not apply to that Financial Indebtedness.
 11.1.5
    
    Winding-upSubject to Clause 10.8, any order is made or an effective resolution
passed or other action taken for the suspension of payments or
reorganisation, dissolution, termination of existence, liquidation,
winding-up or bankruptcy of any member of the NCLC Group.11.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC
Group or a composition or an arrangement with creditors of any member of
the NCLC Group or any similar proceeding or arrangement by which the
assets of any member of the NCLC Group are submitted to the control of its
creditors is applied for, ordered or declared or any member of the NCLC
Group commences negotiations with any one or more of its creditors with a
view to the general readjustment or rescheduling of all or a significant
part of its Financial Indebtedness.11.1.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, administrative receiver,
manager or similar officer is appointed in respect of any member of the
NCLC Group or in respect of all or any substantial part of the assets of
any member of the NCLC Group and in any such case such appointment is not
withdrawn within thirty (30) days (the Grace Period) unless the Agent
considers in its sole discretion that the interest of the Lenders might
reasonably be expected to be adversely affected in which event the Grace
Period shall not apply.11.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is
unable, or admits in writing its inability, to pay its debts as they fall
due or becomes insolvent within the terms of any applicable law.11.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the
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NCLC Group and remains undischarged for a period of twenty one (21) days
or any uninsured judgment in excess of twenty five million Dollars
(USD25,000,000) following final appeal remains unsatisfied for a period of
thirty (30) days in the case of a judgment made in the United States of
America and otherwise for a period of sixty (60) days PROVIDED THATno
Event of Default shall be deemed to have occurred unless the distress,
execution, attachment, other process or judgment adversely affects any
Obligors ability to meet any of its material obligations under any
Security Document to which it is or may be a party and/or the Hermes Cover
or cause to occur any of the events specified in Clauses 11.1.5 to 11.1.8
(the determination of which shall be in the Agents sole discretion).11.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of
the events specified in Clauses 11.1.5 to 11.1.9 shall occur under the
laws of any applicable jurisdiction.11.1.11
    
    Cessation of businessSubject to Clause 10.8, any member of the NCLC Group ceases to carry on
all or a substantial part of its business.11.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents is materially adversely modified, revoked or withheld or does
not remain in full force and effect and within ninety (90) days of the
date of its occurrence such event is not remedied to the satisfaction of
the Agent and the Agent considers in its sole discretion that such failure
is or might be expected to become materially prejudicial to the interests,
rights or position of the Lenders PROVIDED THATthe Borrower shall not be
entitled to the aforesaid ninety (90) day period if the modification,
revocation or withholding of the authorisation, approval or consent is due
to an act or omission of any Obligor and the Agent is satisfied in its
sole discretion that the Lenders interests might reasonably be expected
to be materially adversely affected.11.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for any Obligor, the Builder or
Hermes to perform any of its material (to the Lenders or any of them
and/or the Agent and/or the Hermes Agent) obligations under any Security
Document to which it is a party or it is unlawful or impossible for the
Agent, the Trustee or any Lender to exercise any of its rights under any
of the Security Documents PROVIDED THATno Event of Default shall be
deemed to have occurred (except where the unlawfulness or impossibility
adversely affects any Obligors or the Builders payment obligations under
this Agreement and the other Security Documents or Hermes payment
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obligations under the Hermes Cover (the determination of which shall be in
the Agents sole discretion) in which case the following provisions of
this Clause 11.1.13 shall not apply) where the unlawfulness or
impossibility preventing any Obligor, the Builder or Hermes from
performing its obligations (other than its payment obligations under this
Agreement and the other Security Documents) is cured within a period of
twenty one (21) days of the occurrence of the event giving rise to the
unlawfulness or impossibility and the relevant Obligor, the Builder or
Hermes within the aforesaid period, performs its obligation(s) and
PROVIDED FURTHER THATno Event of Default shall be deemed to have occurred
where the Agent, the Trustee and/or any relevant Lender was aware of the
default and could, in its sole discretion, mitigate the consequences of
the unlawfulness or impossibility in the manner described in Clause 4.3.2.
The costs of mitigation shall be determined in accordance with Clause
4.3.2.11.1.14
    
    InsurancesThe Borrower fails to insure the Vessel in the manner specified in Clause
10.21 or fails to renew the Insurances at least ten (10) days prior to the
date of expiry thereof and produce prompt confirmation of such renewal to
the Agent.11.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days plus three (3) business days in Frankfurt,
New York and Singapore after the date of the event giving rise to such
Total Loss.11.1.16
    
    DisposalsIf the Borrower or any other member of the NCLC Group or the Builder (in
respect of the property assigned to the Trustee pursuant to the
Construction Risks Insurance Assignment only) shall have concealed,
removed, or permitted to be concealed or removed, any part of its
property, with intent to hinder, delay or defraud its creditors or any of
them, or made or suffered a transfer of any of its property (in the case
of the Builder, limited to the aforesaid property) which may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or shall have
made any transfer of its property (in the case of the Builder, limited to
the aforesaid property) to or for the benefit of a creditor with the
intention of preferring such creditor over any other creditor.11.1.17
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor or the
Builder which in the reasonable opinion of the Agent would or might be
expected to imperil the security created by any of the Security Documents.
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11.1.18
    
    Material adverse changeAny material adverse change in the business, assets or financial condition
of any Obligor or the Builder occurs which in the reasonable opinion of
the Agent would or might reasonably be expected to affect the ability of
that Obligor or the Builder duly to perform any of its material
obligations under any Security Document to which it is or may at any time
be a party. For the purposes of this Clause 11.1.18 and without prejudice
to the generality of the expression material obligationsany payment
obligations of any Obligor or the Builder shall be deemed material.11.1.19
    
    Governmental interventionThe authority of any member of the NCLC Group or the Builder in the
conduct of its business is wholly or substantially curtailed by any
seizure or intervention by or on behalf of any authority and within ninety
(90) days of the date of its occurrence any such seizure or intervention
is not relinquished or withdrawn and the Agent reasonably considers that
the relevant occurrence is or might be expected to become materially
prejudicial to the interests, rights or position of the Lenders PROVIDED
THATthe Borrower shall not be entitled to the aforesaid ninety (90) day
period if the seizure or intervention executed by any authority is due to
an act or omission of any member of the NCLC Group or the Builder and the
Agent is satisfied, in its sole discretion, that the Lenders interest
might reasonably be expected to be materially adversely affected.11.1.20
    
    The BuilderAny of the events specified in Clauses 11.1.5 to 11.1.12 of this Clause
shall occur in respect of the Builder at any time prior to the Delivery
Date.11.1.21
    
    The VesselThe Vessel has not been delivered to the Borrower by the Builder pursuant
to the Building Contract by the Termination Date.
 11.2
    
    Acceleration
 11.2.1
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing the Agent may if the Facility has not yet been
drawn down, by notice to the Borrower cancel the obligations of the Lenders
under this Agreement.11.2.2
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing, if any of the Facility has been drawn down:
 (a)
    
    the Agent may by notice to the Borrower
declare the whole or any part of the Loan due and repayable in
accordance with the terms of such notice whereupon the same shall
become due and repayable accordingly together with all
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interest accrued thereon and all other amounts payable hereunder
and under any of the other Security Documents and any undrawn
Portion or any part thereof shall be cancelled; and/or(b)
    
    the Trustee, the Agent, the Hermes Agent
and the Lenders may from time to time exercise all or any of its or
their rights under any of the Security Documents in such order and in
such manner as it or they shall deem appropriate; and/or(c)
    
    the Trustee may at the discretion of the
Agent terminate or continue with the Supervision Agreement, the
Management Agreement and/or the Sub-Agency Agreement.
 11.3
    
    Default indemnity
 The Borrower shall on demand indemnify the Agent and the Lenders, without prejudice
to any of their other rights under this Agreement and the other Security Documents,
against any loss or expense which the Agent shall certify as sustained or incurred
by any of them as a consequence of:
 11.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or
any of the other Security Documents when due, including, without limitation,
any liability incurred by the Trustee, the Agent, the Lenders and the Hermes
Agent by reason of any delay or failure of the Borrower to pay any such sums;11.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default;11.3.3
    
    any prepayment of the Loan or part thereof being made at any time for any
reason; and/or11.3.4
    
    a Portion or any part thereof not being drawn for any reason (excluding any
default by the Agent or any Lender) after a Drawdown Notice has been given,
 including, in any such case, but not limited to, any loss or expense sustained or
incurred in maintaining or funding the Loan or in liquidating or re-employing
deposits from third parties acquired to effect or maintain the Loan, any loss
(including the cost of breaking deposits or re-employing funds (including
warehousing and other related costs)) or any losses under any Interest Exchange
Arrangement and/or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction.
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11.4
    
    Set-off
 Following the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent and the Lenders to apply
any credit balance to which the Borrower is entitled upon any account of the
Borrower with any branch of any of the Agent and the Lenders in or towards
satisfaction of any sum due to the Agent or any Lender hereunder but unpaid, and to
combine any accounts of the Borrower for this purpose. If such set-off requires a
credit balance in a currency other than Dollars and/or Euro to be transferred to an
account maintained in connection herewith the transfer shall be effected by
crediting to the account in question the amount of Dollars and/or Euro (as the case
may be) which the Agent or the Lender (as the case may be) could obtain by
exchanging such currency for Dollars or Euro (as the case may be) at the rate of
exchange at which its Office would, at the opening of business on the date on which
the combination is effected, have sold the currency of that credit balance for
Dollars or Euro (as the case may be) for immediate delivery.
 12 Application of Funds
 12.1
    
    Total Loss proceeds/proceeds of sale/Event of Default monies
 In the event of the Vessel becoming a Total Loss or if the Vessel is sold or if an
Event of Default has occurred then all Total Loss proceeds or proceeds of sale of
the Vessel or any monies received by the Trustee, the Agent, the Hermes Agent, any
Lender or any of their respective Affiliates (as defined in clause 11.4.1 of the
Guarantee) under or pursuant to the Security Documents (other than the Hermes
Cover) shall be held by the Agent and applied in the following manner and order:
 FIRSTLY
    
    to the payment of any amount of the Hermes Premium which has been
invoiced but remains unpaid and all fees, expenses and charges (including
brokers commissions and any costs incurred in breaking any funding, the
expenses of any sale, the expenses of retaining any attorney, solicitors
fees, court costs and any other expenses or advances made or incurred by the
Trustee, the Agent, the Hermes Agent or any Lender in the protection of the
Trustees, the Agents, the Hermes Agents and that Lenders rights or the
pursuance of its or their remedies hereunder and under the other Security
Documents or to any payments whether voluntary or not which the Agent
considers advisable to protect its, the Trustees, the Hermes Agents or the
Lenders security and to provide adequate indemnity against liens claiming
priority over or equality with the lien of the Security Documents or any other
Encumbrances but excluding any costs incurred in breaking an Interest Exchange
Arrangement or any swap agreements or other interest rate management products
entered into by the Lenders for the purpose of this transaction including but
without limitation warehousing and other related costs);SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon
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to which the Lenders and/or the Agent are entitled hereunder
and/or under the other Security Documents in connection with the
Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Instalments (whether or not then due
and payable) in reverse order of maturity date;SIXTHLY
    
    in or towards satisfaction of any other amounts due from the
Borrower to the Agent or the Lenders under the Security Documents using in the
discretion of the Agent the same order of application as Firstly to Fifthly;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require
as security for any further monies which may reasonably be expected to become
due and payable to the Trustee and/or the Agent and/or the Lenders and/or the
Hermes Agent under this Agreement or any of the other Security Documents and
which the assigned Earnings may be insufficient to satisfy;EIGHTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest
rate management products entered into by the Lenders for the purpose of this
transaction; andNINTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall
then be entitled thereto.In the event of the proceeds being insufficient to pay the amounts referred to
above the Agent shall be entitled to collect the balance from the Borrower.
 12.2
    
    General funds
 Any other monies received by or in the possession of the Trustee, the Agent, any
Lender or the Hermes Agent under or pursuant to the Security Documents (other than
the Hermes Cover) which are expressed hereunder and/or under the Security Documents
to be distributed in accordance with the provisions of this Clause or where no
express provisions are made for disposal shall be applied in the discretion of the
Agent as follows:
 FIRSTLY
    
    in or towards payment of all fees, costs and expenses (excluding
any costs (including without limitation any warehousing and other related
costs) incurred in breaking
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any Interest Exchange Arrangement or any interest rate swap
agreements or other interest rate management products entered into
by the Lenders for the purposes of this transaction) incurred by
the Agent or any Lender in connection with the Loan and which are
for the time being unpaid;SECONDLY
    
    in or towards payment in such order as the Lenders may require of
any accrued (but unpaid) fees and interest thereon to which the Lenders and/or
the Agent and/or the Hermes Agent are entitled hereunder and/or under the
other Security Documents in connection with the Loan;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Loan;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or
impersonal interest bearing security realised account of such sum as it
considers appropriate by way of security for the Outstanding Indebtedness or
for any actual or contingent liability of the Agent or the Lenders or any of
them in connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Instalments in reverse order of
maturity date;SIXTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Agent and/or the Lenders and/or the Hermes Agent under this
Agreement or any of the other Security Documents and which the assigned
Earnings may be insufficient to satisfy;SEVENTHLY
    
    any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other interest
rate management products entered into by the Lenders for the purpose of this
transaction; andEIGHTHLY
    
    the balance (if any) shall be released to the Borrower or to its
order or whomsoever else may be entitled thereto.
 12.3
    
    Application of proceeds of InsurancesProceeds of the Insurances for partial losses shall be applied in accordance with
the Construction Risks Insurance Assignment or the Insurance Assignment (as the
case may be) and/or the loss payable clause(s) endorsed on the Insurances in the
form approved by the Agent and in the case of a Total Loss of the Vessel in
accordance with Clause 4.5 and Clause 12.1.12.4
    
    Application of any reduction in the Hermes PremiumAny amount received by the Agent or the Hermes Agent following a reduction in the
amount of the Hermes Premium shall be applied as to
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eighty per cent (80%) in accordance with Clause 4.7 and the balance shall be paid
to the Borrower PROVIDED THATno Event of Default has occurred and is continuing
when such amount shall be applied in accordance with Clause 12.1.12.5
    
    Suspense accountAny monies received or recovered by the Trustee, the Agent, any Lender or the
Hermes Agent under or in connection with the Security Documents and credited to any
suspense or impersonal interest bearing security realised account may be held in
such account for so long as the Agent thinks fit pending application at the Agents
discretion in accordance with Clause 12.1 or Clause 12.2 (as the case may be).
 13
    
    Fees
 13.1
    
    The Borrower shall enter into fees side letters with the Agent on the date
hereof and pay to the Agent such fees and on such date(s) as shall be referred to
therein.
 14
    
    Expenses
 14.1
    
    Initial expensesThe Borrower shall reimburse the Agent on first demand on a full indemnity basis
for the reasonable charges and expenses (together with value added tax or any
similar tax thereon and including without limitation the fees and expenses of
legal, insurance and other advisers and travel expenses) incurred by the Agent in
respect of the syndication, negotiation, preparation, printing, execution and
registration of this Agreement and the other Transaction Documents and any other
documents required in connection with the implementation of this Agreement and the
Apollo-Related Transactions.14.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent, the Lenders and the Hermes Agent on demand
on a full indemnity basis for all charges and expenses (including value added tax
or any similar tax thereon and including the fees and expenses of legal advisers)
incurred by the Agent, each of the Lenders and the Hermes Agent in connection with
the enforcement of, or the preservation of any rights under, this Agreement and the
other Security Documents.14.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent or the Hermes Agent (as the case may
be) on demand against any and all stamp, registration and similar Taxes which may
be payable in any jurisdiction in connection with the entry into, performance and
enforcement of this Agreement or any of the other Security Documents.
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15
    
    Waivers, Remedies Cumulative
 15.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Trustee, the
Agent, any of the Lenders or the Hermes Agent any right or remedy under any of the
Security Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
thereof, or the exercise of any other right or remedy. No waiver by the Trustee,
the Agent, the Hermes Agent or any of the Lenders shall be effective unless it is
in writing.15.2
    
    Remedies cumulativeThe rights and remedies of the Agent and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.15.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.15.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents PROVIDED HOWEVER THATneither the Agent nor any of the
Lenders shall be entitled to terminate or treat this Agreement or any of the other
Security Documents as having been repudiated otherwise than in circumstances which
constitute an Event of Default.
 16
    
    Counterparts
 16.1
    
    This Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same agreement.
 17
    
    Assignment
 17.1
    
    Benefit of agreementThis Agreement shall be binding upon the Borrower and its successors and shall
inure to the benefit of the Agent and each of the Lenders and their successors and
assigns.17.2
    
    No transfer by the BorrowerThe Borrower may not assign or transfer all or any of its rights, benefits or
obligations hereunder or under any of the other Security Documents.
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17.3
    
    Assignments, participations and transfers by a LenderEach Lender may, subject to obtaining the prior written approval of the Agent and
the Hermes Agent, in the case of the Agent such approval not to be unreasonably
withheld or delayed, at any time transfer or assign all of its rights and benefits
hereunder and under the Security Documents to any other lending institution but
shall, prior to such transfer or assignment, on request by the Agent, pay a fee to
the Agent of one thousand Dollars (USD1,000) PROVIDED THAT(save in the case of a
transfer or assignment of rights and benefits to any subsidiary or holding company
of such Lender or to another Lender) no such transfer or assignment may be made
without the prior written consent of the Borrower (which consent is not to be
unreasonably withheld or delayed). If a Lender transfers or assigns its rights and
benefits hereunder as provided above, all references in this Agreement and the
other Security Documents to that Lender shall be construed as a reference to that
Lender and/or its Transferee or assignee to the extent of their respective
interests.Each Lender may, however, without the prior approval of the Agent, the Hermes Agent
or the Borrower and without payment of a fee to the Agent, at any time transfer or
assign all of its rights and benefits hereunder and under the Security Documents to
Hermes or to any nominee of the Federal Republic of Germany or for pure refinancing
purposes by way of Hermes Verbriefungsgarantie PROVIDED THATin the latter case
the assigning Lender shall not be released from its obligations hereunder or under
the other Security Documents by any such transfer or assignment.17.4
    
    Effectiveness of transferIf a Lender transfers or assigns all or any of its rights and benefits hereunder in
accordance with Clause 17.3, then, unless and until the Transferee or assignee has
agreed that it shall be under the same obligations towards the parties to this
Agreement as it would have been under if it had been a party hereto as a lender,
the parties to this Agreement shall not be obliged to recognise such Transferee or
assignee as having the rights against each of them which it would have had if it
had been such a party hereto.17.5
    
    Transfer of rights and obligationsIf any Lender wishes to transfer all or any of its rights, benefits and/or
obligations hereunder or under the other Security Documents as contemplated in
Clause 17.3, then such transfer may be effected by the due completion and execution
by the Lender and the relevant Transferee of a Transfer Certificate in the form of
Schedule 6. The Agent shall then forthwith execute the Transfer Certificate on
behalf of itself and the other parties to this Agreement in accordance with the
provisions of Clause 17.8. On the later of the Transfer Date and the fifth (5th)
Business Day following the date of delivery of the Transfer Certificate to the
Agent for execution:
 17.5.1
    
    to the extent that in such Transfer Certificate the Lender party thereto
seeks to transfer its rights, benefits and/or its obligations hereunder or
under the other Security Documents, the Borrower and the relevant Lender shall
each be released from further obligations to the other hereunder and their
respective rights against each other
 93




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shall be cancelled (such rights and obligations being referred to in this
Clause 17.5 as discharged rights, benefits and obligations);17.5.2
    
    the Borrower and the Transferee party thereto shall each assume obligations
towards each other and/or acquire rights against each other which differ from
such discharged rights, benefits and obligations only insofar as the Borrower
and such Transferee have assumed and/or acquired the same in place of the
Borrower and the relevant Lender; and17.5.3
    
    such Transferee shall acquire the same rights and benefits and assume the
same obligations as it would have acquired and assumed had such Transferee
been an original party hereto as a Lender with the rights, benefits and/or
obligations acquired or assumed by it as a result of such transfer.
 17.6
    
    Consent and increased obligations of the BorrowerIn the event that a Lender transfers its Office or transfers or assigns its rights
and/or benefits hereunder to its affiliate or another Lender and, at the time of
such transfer or assignment, there arises an obligation on the part of the Borrower
hereunder to pay to the relevant Lender or any other person any amount in excess of
the amount they would have been obliged to pay but for such transfer or assignment
and the consent of the Borrower has not been obtained to such transfer or
assignment and the increased cost then, without prejudice to any obligation of the
Borrower which arises after the time of such transfer or assignment, the Borrower
shall not be obliged to pay the amount of such excess.17.7
    
    Disclosure of informationEach of the Arrangers, each of the Lenders, the Agent, the Hermes Agent and the
Trustee (in this Clause 17.7 a Bank) 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 (other than any information which is in
the public domain other than as a result of a breach of this Clause), is
confidential information. Any of the Banks may disclose to:
 17.7.1
    
    a potential Transferee or assignee who may otherwise propose to enter into
contractual relations with the Bank in relation to this Agreement;17.7.2
    
    any person who is any of the Banks professional advisers or auditors;17.7.3
    
    its Holding Company and/or Subsidiary;17.7.4
    
    any person who is a party to this Agreement other than the Borrower;17.7.5
    
    any banking or regulatory authority or as required by law, regulation or
legal process;
 94




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17.7.6
    
    Hermes and/or the Federal Republic of Germany and/or the European Union
and/or any agency thereof or any person acting or purporting to act on any of
their behalves; and/or17.7.7
    
    the Builder,
 PROVIDED THAT
 17.8
    
    Transfer Certificate to be executed by the AgentIn order to give effect to a Transfer Certificate each of the Arrangers, the
Lenders, the Hermes Agent, the Trustee and the Borrower hereby irrevocably and
unconditionally appoints the Agent as its true and lawful attorney with full power
to execute on its behalf each Transfer Certificate delivered to the Agent pursuant
to Clause 17.5 without the Agent being under any obligation to take any further
instructions from, or give any prior notice to, the Arrangers, the Lenders, the
Hermes Agent, the Trustee, the Borrower or the Guarantor before doing so and the
Agent shall so execute each such Transfer Certificate on behalf of the Arrangers,
the Lenders, the Hermes Agent, the Trustee, the Borrower and the Guarantor
forthwith upon its receipt thereof pursuant to Clause 17.5.17.9
    
    Notice of Transfer CertificatesThe Agent shall promptly notify the Arrangers, the Lenders, the Hermes Agent, the
Trustee, the Transferee, the Borrower and the Guarantor upon the execution by it of
any Transfer Certificate together with details of the amount transferred, the
Transfer Date and the parties to such transfer.17.10
    
    Documentation of transfer or assignmentThe Borrower shall at the request of the Agent promptly execute or promptly procure
the execution of such documents and do (or procure the doing of) all such acts and
things as may be necessary or desirable to give effect to any transfer or
assignment pursuant to this Clause 17.17.11
    
    Contracts (Rights of Third Parties) Act 1999 (the Act)A person who is not a party to this Agreement has no right under the Act to enforce
any term of this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from the Act.
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18
    
    Notices
 18.1
    
    Mode of communicationExcept as otherwise provided herein, each notice, request, demand or other
communication or document to be given or made hereunder shall be given in writing
but unless otherwise stated, may be made by telefax.18.2
    
    AddressAny notice, demand or other communication (unless made by telefax) to be made or
delivered by the Agent to the Borrower pursuant to this Agreement shall (unless the
Borrower has by fifteen (15) days written notice to the Agent specified another
address) be made or delivered to the Borrower c/o 7665 Corporate Center Drive,
Miami, Florida 33126, United States of America (marked for the attention of the
Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice)
with a copy to the Investors c/o Apollo Management, LP, 9 West 57th
Street, 43rd Floor, New York, NY 10019, United States of America (marked
for the attention of Mr Steven Martinez). Any notice, demand or other
communication to be made or delivered by the Borrower to the Agent pursuant to this
Agreement shall (unless the Agent has by fifteen (15) days written notice to the
Borrower specified another address) be made or delivered to the Agent at its
Office, the details of which are set out in Schedule 2. A copy of any notice to
the Agent shall be delivered to the Hermes Agent at its Office as aforesaid.18.3
    
    Telefax communicationAny notice, demand or other communication to be made or delivered pursuant to this
Agreement may be sent by telefax to the relevant telephone numbers (which at the
date hereof in respect of the Borrower is c/o +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the
attention of the Legal Department) with a copy to the Investors c/o Apollo
Management, LP at +1 212 515 3288 (marked for the attention of Mr Steven Martinez),
and in the case of the Trustee, the Agent, the Hermes Agent or any Original Lender
is as recorded in Schedule 2) specified by it from time to time for the purpose and
shall be deemed to have been received when transmission of such telefax
communication has been completed provided that if in the place of receipt the
transmission is received outside normal business hours on a Business Day or not on
a Business Day the transmission shall be deemed to have been received at the
commencement of the next Business Day. Each such telefax communication, if made to
the Agent or any Lender by the Borrower, shall be signed by the person or persons
authorised in writing by the Borrower and whose signature appears on the list of
specimen signatures contained in the secretarys certificate required to be
delivered by paragraph 2 of Schedule 4 and shall be expressed to be for the
attention of the department or officer whose name has been notified for the time
being for that purpose by the Agent or any Lender to the Borrower.
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18.4
    
    ReceiptEach such notice, demand or other communication shall be deemed to have been made
or delivered (in the case of any letter) when delivered to its office for the time
being or, if sent by post, five (5) days after being deposited in the post first
class postage prepaid in an envelope addressed to it at that address PROVIDED THAT
if the copy of any notice, demand or other communication is not received by the
Investor it shall not affect the deemed making or delivery of the notice, demand or
other communication.18.5
    
    LanguageEach notice, demand or other communication made or delivered by one (1) party to
another pursuant to this Agreement or any other Security Document shall be in the
English language or accompanied by a certified English translation. In the event
of any conflict between the translation and the original text the translation shall
prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type or a notice, demand or other communication from
Hermes or in relation to the Hermes Cover.
 19
    
    Governing Law
 19.1
    
    This Agreement shall be governed by English law.
 20
    
    Waiver of Immunity
 20.1
    
    To the extent that the Borrower may in any jurisdiction claim for itself or
its assets immunity from suit, execution, attachment (whether in aid of execution,
before judgment or otherwise) or other legal process in relation to this Agreement or
the other Security Documents and to the extent that in any such jurisdiction there may
be attributed to itself or its assets such immunity (whether or not claimed) the
Borrower hereby irrevocably and unconditionally agrees throughout the Security Period
not to claim and hereby irrevocably waives such immunity to the full extent permitted
by the laws of such jurisdiction. In respect of any legal action or proceedings
arising out of or in connection with any of the Security Documents the Borrower hereby
consents generally as a matter of procedure in relation to the waiver of immunity (but
not so as to prejudice any defence which it may have on the merits of the substantive
issue) to the giving of any relief or the issue of any process in connection with such
legal action or proceedings including without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its uses or intended uses)
of any order or judgment which may be made or given in such legal action or
proceedings.
 21
    
    Rights of the Agent and the Lenders
 21.1
    
    No derogation of rightsAny rights conferred on the Agent and the Lenders or any of them by this Agreement
or any other Security Document shall be in addition to and not in substitution for
or in derogation of any other right which the Agent and the Lenders or any of them
might at any time have to seek from the Borrower or
 97




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any other person for payment of sums due from the Borrower or indemnification
against liabilities as a result of the Borrowers default in payment of sums due
from it under this Agreement or any other Security Document.21.2
    
    Enforcement of remediesNone of the Agent or the Lenders shall be obliged before taking steps to enforce
any rights conferred on it by this Clause or exercising any of the rights, powers
and remedies conferred on it hereby or by law:
 21.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it may seek payment of any sum due from the Borrower
under this Agreement or any other Security Document;21.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or21.2.3
    
    to enforce or seek to enforce any other rights it may have against the
Borrower or any other such person.
 22
    
    Jurisdiction
 22.1
    
    The courts of England have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a
Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 22.1 is for the benefit of the Agent and the Lenders only. As a
result, no such party shall be prevented from taking proceedings relating to a
Dispute in any other courts with jurisdiction. To the extent allowed by law, any
such party may take concurrent proceedings in any number of jurisdictions.22.2
    
    The Borrower may not, without the Agents prior written consent, terminate
the appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.22.3
    
    For the purpose of securing its obligations under Clause 22.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 22.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Borrowers process agent in England with the unconditional authority described in
Clause 22.2.
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22.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any process
or to forward any process to the Borrower) shall invalidate any proceedings or
judgment.22.5
    
    The Borrower appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf service of process in England of any legal
proceedings with respect to this Agreement and any other Security Document.22.6
    
    A judgment relating to this Agreement which is given or would be enforced by
an English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.22.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.22.8
    
    In this Clause judgmentincludes order, injunction, declaration and any
other decision or relief made or granted by a court.
 IN WITNESS
 THE BORROWER
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )PRIDE OF HAWAII, INC.
    
    
    )(formerly known as Ship Ventures Inc.)
    
    
    )in the presence of:
    
    
    )THE ARRANGERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )in the presence of:
    
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )OVERSEA-CHINESE BANKING
    
    
    )CORPORATION LIMITED
    
    
    )Singapore Branch
    
    
    )in the presence of:
    
    
    )THE LENDERSSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )in the presence of:
    
    
    )
 100




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )OVERSEA-CHINESE BANKING
    
    
    )CORPORATION LIMITED
    
    
    )Singapore Branch
    
    
    )in the presence of:
    
    
    )THE AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )
 101




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THE HERMES AGENTSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )in the presence of:
    
    
    )THE TRUSTEESIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )in the presence of:
    
    
    )
 102




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Schedule 1
 Particulars of Arrangers
 103




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##### 



Schedule 2
 Particulars of Agent, Hermes Agent, Trustee and Lenders
 104




---



##### 



Schedule 3
 Notice of Drawdown
 Clause 2.3.1
 105




---



##### 



Schedule 4
 Conditions Precedent
 Clause 2.7
 106




---



##### 



Schedule 5
 Confidentiality Undertaking
 107




---



##### 



Schedule 6
 Transfer Certificate
 108




---



##### 



Schedule 7
 Form of Notice of Fixed Rate
 109




---



##### 



Schedule 8
 Chartering of the Six Vessels (as defined in Clause 10.6.4)
 110




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Schedule 9
 Apollo-Related Transactions
 1
    
    Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing"), the Investors shall pay to the Guarantor USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Guarantor,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent. (50%) of the issued and outstanding
Ordinary Shares of the Guarantor as of the Closing.1.2
    
    On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade
Assets to NCL International (or one of NCL Internationals existing or newly-formed
subsidiaries), and the 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 Transfe).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
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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.1.6
    
    If the transactions contemplated by the Subscription Agreement upon the
Closing (as described in clause 1.1 of this Schedule) 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 Schedule) are not consummated, all costs
and expenses incurred in connection with the Subscription Agreement and the
transactions contemplated thereby shall be paid by the party incurring such costs and
expenses.
 2
    
    Shareholders 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 Schedule) or (ii) make the NCLA Wind-up Determination (as defined
in clause 3.5 of this Schedule).3.3
    
    Guarantor Termination ElectionIn the event the Star Termination Election has not been delivered prior to 1 December
2008, then on the earlier of (i) such date and (ii) the date on
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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 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
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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.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 Schedule), a change of control is triggered under the Indenture, dated
15 July 2004, between the Guarantor and JPMorgan Chase Bank, N.A., as indenture trustee,
with respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and
as required by the terms of the Indenture, the Guarantor will proceed with a repurchase
offer for the outstanding bonds at a purchase price in cash equal to one hundred and one
per cent. (101%) of the principal amount plus accrued and unpaid interest. Apollo holds
USD29,000,000 in principal amount of the said 10 5/8% Senior Notes due 2014.
 Defined Terms
  additional Ordinary Shares
 Affiliate
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Allocable Aloha Indebtedness
 Allocable America Indebtedness
 Allocable Jade Indebtedness
 Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Cash Losses Cap
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Closing Date
 Code
 Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Guarantor Transaction Expenses
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Indebtedness
 Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Liabilities
 Listing Rules
 Losses
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NCLA Business
 NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent. (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Guarantor with the Investor; and
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(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
 Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
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Star Group
 Subscription Price
 Subsidiaries
 Transaction Documents
 Transfer
 Voting Agreement
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Schedule 1
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Schedule 3
 New Security Documents
 122




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Schedule 4
 Bareboat Charter
 123