##### 



Exhibit
4.44
 SHIPBUILDING CONTRACT
  ER YARDS S.A.
  F3 TWO, LTD




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CONTENTS
 Clause
    
    PageArticle 1: Subject Matter Of Contract
    
    
    11. Agreement To Build, Sell And Purchase
    
    
    12. Description Of The Ship
    
    
    23. Specification And Plans
    
    
    34. Classification
    
    
    45. Subcontracting And Makers List
    
    
    66. Buyers Supplies
    
    
    87. Builders Tally Of Buyers Supplies
    
    
    10Article 2: Supervision
    
    
    121. Supervisor
    
    
    122. Planned Programme And Plan Approval
    
    
    133. Work Approval
    
    
    154. Technical Disputes
    
    
    16Article 3: Modifications
    
    
    171. Modifications
    
    
    172. Classification And Regulatory Changes
    
    
    183. Substitution Of Parts
    
    
    19Article 4: Title And Insurances
    
    
    201. Title, Risk And Encumbrances
    
    
    202. Insurances
    
    
    213. Loss Or Damage
    
    
    22Article 5: Permissible Delays
    
    
    241. Extension Of Time For Work
    
    
    242. Delay Notices
    
    
    26Article 6: Tests And Liquidated Damages
    
    
    281. Tests
    
    
    282. Liquidated Damages
    
    
    31Article 7: Delivery And Guarantee
    
    
    371. Delivery And Acceptance
    
    
    372. Guarantee
    
    
    39Article 8: Contract Price And Payment Terms
    
    
    441. Contract Price
    
    
    44




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Clause
    
    Page2. Payments
    
    
    44Article 9: Termination
    
    
    481. Termination By Builder
    
    
    482. Termination By Buyer
    
    
    503. Termination By Either Party
    
    
    52Article 10: Representations, Covenants And Indemnities
    
    
    531. Representations, Warranties And Covenants
    
    
    532. Exclusion Of Liabilities
    
    
    54Article 11: Intellectual Property Rights
    
    
    551. Patents, Trade Marks And Copyrights
    
    
    552. Rights To Engineering And Design Data
    
    
    56Article 12: Taxes And Contract Expenses
    
    
    571. Taxes And Contract Expenses
    
    
    57Article 13: Disputes
    
    
    581. Technical Disputes
    
    
    582. Jurisdiction
    
    
    593. Governing Law
    
    
    594. Notices
    
    
    60Article 14: General Matters
    
    
    621. Computation Of Time
    
    
    622. Assignments
    
    
    623. Partial Illegality
    
    
    624. Confidentiality
    
    
    635. Amendments
    
    
    636. No Waiver
    
    
    637. Consents
    
    
    638. Language
    
    
    649. Models
    
    
    6410. Counterparts
    
    
    6411. Effective Date
    
    
    6412. Protected Parties
    
    
    6513. Relationship Of Parties, Previous Negotiations
    
    
    6614. Exclusions
    
    
    6615. Fair Dealing And Business Standards
    
    
    6616. Cost Savings
    
    
    67




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Clause
    
    Page17. Priority Of Contract, Plans And Specification
    
    
    67Article 15: Sister Ship
    
    
    68Schedule 1 Form Of Aom
    
    
    71Schedule 2 Form Of Protocol Of Delivery And Acceptance
    
    
    72Schedule 3 Form Of Refund Guarantee
    
    
    73Schedule 4 Form Of Builders Performance Guarantee
    
    
    76Schedule 5 Form Of Buyers Performance Guarantee
    
    
    79Schedule 6 Definition Of Certain Terms
    
    
    82Schedule 7 Sound And Vibration
    
    
    87




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THIS SHIPBUILDING CONTRACT th
 (1)
    
    AKER YARDS S.A., a company organised and existing under the laws of France and having
its principal office at Avenue Bourdelle  B.P. 90180, 44613 Saint-Nazaire Cedex, France (the
Builder); and
 (2)
    
    F3 TWO, LTD., a company incorporated in Bermuda and having its registered office at
Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the Buyer).
 NOW IT IS HEREBY AGREED
 ARTICLE 1: SUBJECT MATTER OF CONTRACT
 AGREEMENT TO BUILD, SELL AND PURCHASE
 1.1
    
    On and subject to the express provisions of this Contract, the Plans and the
Specification:-
 (i)
    
    the Builder shall:
 (a)
    
    design, engineer, build, launch, equip and outfit the passenger
cruise ship more particularly described in the Plans and the Specification
(the Ship) at the Shipyard, and(b)
    
    provide all components, equipment, gear, fittings, machinery,
materials, parts, plant, outfit, spares and supplies which are necessary to
achieve the objects and purposes described in Clause 1.1(i) (a) (the Parts)
other than the specified supplies to be provided by the Buyer (the Buyers
Supplies),(c)
    
    supply all operating and maintenance manuals, training materials,
spares lists, plans, drawings, records and other construction documents
specified in the Specification (together, the Manuals),(d)
    
    provide or procure the provision of all training of the Buyers
employees specified in the Specification, and(e)
    
    test, complete, finish, sell and deliver the Ship to the Buyer at
Shipyard.
 (ii)
    
    the Buyer shall purchase and accept delivery of the duly completed Ship at the
Shipyard.(iii)
    
    The Builder, as a first class shipbuilder with knowledge of the Buyers
performance and quality requirements and standards as expressed in the Plans and the
Specification, shall ensure that all Work shall be carried out in a good and
workmanlike manner and in accordance with the highest shipbuilding and marine
engineering practices and standards for new passenger cruise ships, and so that (unless
specified to the contrary in the Specification) the complexity, quality of workmanship,
quality of Parts, design of the cabins, public areas and other interior spaces of the
Ship specified in the Specification shall not be lower
than the corresponding complexity, quality and design standards of the reference
ships referred to in the Specification.
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2.
    
    DESCRIPTION OF THE SHIP2.1
    
    The Ship shall be a passenger cruise ship suitable for continuous year-round worldwide
cruising, with the following main dimensions and characteristics:
 (i)
    
    Main Dimensions
 (* signifies a tolerance of +/- half a metre)
 (ii)
    
    Guaranteed DeadweightThe guaranteed deadweight at delivery of the Ship, determined in accordance with
the Specification, in seawater of 1.025 specific gravity at a design draft of 8.7
metres (the Design Draft), shall be not less than 10,850 metric tons (the
Guaranteed Deadweight).
 (iii)
    
    Passenger Accommodation
 
 (iv)
    
    Crew Accommodation
 
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(v)
    
    Life saving equipmentThe Ship will be designed for the transport of [**] [Confidential Treatment] passengers and
[**] [Confidential Treatment] crew, and
there shall be eight (8) tenders on board and lifeboats according to the Regulatory
Rules for a total of [**] [Confidential Treatment] persons.(vi)
    
    Guaranteed Service SpeedWith the main engines operating at [**] [Confidential Treatment]% of maximum continuous rating at the Design
Draft, with a [**] [Confidential Treatment]% sea margin in trial conditions and wind / sea not exceeding 2 on
the Beaufort Scale, the Ships speed as measured during the sea trials in
accordance with the Specification shall be at least [**] [Confidential Treatment] knots (the Guaranteed
Service Speed or GSS).(vii)
    
    Guaranteed Fuel ConsumptionThe Ship shall be delivered with [**] [Confidential Treatment] main engines. The fuel consumption of each
such engine during the trials conducted at the engine manufacturers test bed in
accordance with the Specification shall not exceed [**] [Confidential Treatment] per shaft KW per hour
in the conditions referred to in section M.1.3 of the Specification (the
Guaranteed Fuel Consumption or GFC).
 2.2
    
    The details of the dimensions and characteristics referred to in Clause 2.1 above, as
well as the definitions and method of measurements and calculations, are as indicated in the
Specification and no changes shall be made to such dimensions and characteristics without the
Buyers prior written approval.2.3
    
    The hull number of the Ship will be D33 and that number shall in accordance with
Clause 1.2 in Article 4 be placed upon the Ship and the Parts during construction.3.
    
    SPECIFICATION AND PLANS3.1
    
    The Specification and the Plans describe in detail Work standards, certain specific
features of the Work and the general scope of the Work but, although the contents of the
Specification and the Plans are believed by the Builder and the Buyer to be accurate, all
dimensions, measurements and other details shall be independently verified and checked by the
Builder. If there is any error or inconsistency in the Specification or Plans that may
adversely affect the technical performance of the Ship, the Builder shall correct the same,
after first notifying the Buyer in writing and obtaining the Buyers written approval (which
is not to be unreasonably withheld), without any increase in the Contract Price or any
extension of the Delivery Date.3.2
    
    Save as otherwise expressly provided in this Contract, the Builder shall be solely
and directly responsible for all aspects of the design, performance and quality of the Work,
and the fact that any calculations,
measurements, drawings, plans, test
results or any other documents and data
relating to the Work shall have been
made, prepared or supplied by the Buyer
or shown to the Buyer or approved by or
on behalf of the Buyer and/or any
Regulatory Authority and/or the
Classification Society and/or any other
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specified person(s) or that
modifications or alterations shall have
been carried out in accordance with the
Buyers requirements shall not in any
manner or to any extent relieve the
Builder from (or otherwise reduce) any
of the Builders obligations and/or
liabilities under this Contract.
 3.3
    
    All Parts:
 (i)
    
    shall be new or (with the Supervisors prior written approval which shall not
be unreasonably withheld) unused, of good quality, suitable for their intended purpose
and in strict and full accordance and compliance with this Contract, the Plans and the
Specification;(ii)
    
    save only as otherwise expressly provided for in the Specification or the
Plans, or as further agreed by the duly authorised representatives of the Builder and
the Buyer, shall be manufactured by leading, reputable and suitably qualified and
experienced makers and suppliers of equipment to the passenger cruise ship industry;
and(iii)
    
    in addition to and without derogation from the Builders obligations under
paragraphs (i) and (ii) above, shall be in strict and full accordance and compliance
with the Builders usual high standards and practices of construction for passenger
cruise ships of a similar standard.
 3.4
    
    The Builder shall furnish spare parts and maintenance tools of the kind and in at
least the quantities required by the Specification and the Classification Society. The cost
of such spares and tools are included in the Contract Price. The Builder at its own cost and
risk shall be responsible for the handling, storing and bringing on board the Ship of all
spares and tools. Spares and tools furnished by the Builder shall be properly protected
against physical decay, corrosion and mechanical damage and shall be properly listed so that
replacements can be readily ordered by the Buyer.
 4.
    
    CLASSIFICATION
 4.1
    
    The Builder shall design and build the Ship under the supervision and special survey of
Det Norske Veritas (the Classification Society), in accordance with the regulations,
requirements, resolutions and rules of the Classification Society as well as all additions and
amendments thereto that are (i) in force as of the Signing Date and (ii) officially published
as of the Signing Date for ratification, enactment or implementation at any time thereafter
(before or after the Delivery Date) (the Class Rules). For the avoidance of doubt, this
provision does not (a) require the Builder to comply with proposed additions or amendments to
the Class Rules that are still under discussion and that have not been officially published as
at the Signing Date or (b) subject to the following proviso, require the Builder to comply
with additions and amendments officially published as of the Signing Date if such compliance
would prevent the Builder from delivering the Ship in accordance with the Class Rules in force
on the Delivery Date
provided thatif the Builder becomes aware of any conflict between the Class Rules referred
to at (i) and (ii) above the Builder shall promptly notify the Buyer and comply with the
Buyers requests to obtain such dispensation or waiver as may reasonably be required by the
Buyer so as to avoid or resolve the conflict. On delivery the Ship shall
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achieve the class
notation [**] [Confidential Treatment] of all conditions, notations,
qualifications, recommendations, reservations and restrictions subject to the tolerances,
and the qualifications on the Buyers right to reject the Ship and to terminate the Contract
on account of the Builders failure to achieve such class notation, expressly provided for
in Article 6, Clauses 2.10 to 2.15.4.2
    
    Decisions of the Classification Society as to whether or not Work complies with the
requirements and standards of the Class Rules shall be final and binding on the parties.
However, to the extent that any of the requirements and standards binding on the Builder under
this Contract, the Plans or the Specification are higher than the Class Rules, the first
sentence of this Clause 4.2 shall not in any manner or to any extent relieve the Builder from
(or otherwise reduce) the Builders obligations to ensure that the Work complies with such
higher requirements and standards.4.3
    
    The Builder shall also design and build the Ship under the supervision and in
accordance with the regulations, requirements, resolutions and rules of the Regulatory
Authorities, all other specified regulations, requirements, resolutions and rules, and all
additions and amendments thereto that, are (i) in force as of the Signing Date and (ii)
officially published as of the Signing Date for ratification, enactment or implementation at
any time thereafter (before or after the Delivery Date) (the Regulatory Rules). For the
avoidance of doubt this provision does not (a) require the Builder to comply with proposed
additions or amendments to the Regulatory Rules that are still under discussion and that have
not been officially published as at the Signing Date or (b) subject to the following proviso
require the Builder to comply with additions and amendments officially published as of the
Signing Date if such compliance would prevent the Builder from delivering the Ship in
accordance with the Regulatory Rules in force on the Delivery Date provided thatif the
Builder becomes aware of any conflict between the Regulatory Rules referred to at (i) and (ii)
above the Builder shall promptly notify the Buyer and comply with the Buyers requests to
obtain such dispensation or waiver as may reasonably be required by the Buyer so as to avoid
or revolve the conflict. On delivery the Ship shall comply with the Regulatory Rules free of
all conditions, notations, qualifications, recommendations, reservations and restrictions
provided thatwhere the Specification expressly allows compliance with any Regulatory Rules or
other requirements to be demonstrated by tests carried out after delivery of the Ship, the
Builder shall be obliged to take all such steps as may be practicable before delivery of the
Ship in order to obtain advance comments so that any issues raised by the relevant Regulatory
Authorities can be addressed before delivery and so that compliance with the relevant
Regulatory Rules can be demonstrated after delivery in the manner and in accordance with the
timetable provided for in the Specification.4.4
    
    Decisions of a Regulatory Authority as to whether or not Work complies with its
Regulatory Rules shall be final and binding on the parties. However, to the extent that any of
the requirements and standards binding on the Builder under this Contract, the Plans or the
Specification are higher than the relevant Regulatory Rules, the first
sentence of this Clause 4.4 shall not in any manner or to any extent relieve the Builder
from (or otherwise reduce) the Builders obligations to ensure that Work complies with such
higher requirements and standards.
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4.5
    
    All classification, certification, testing, survey and other fees and charges payable
to the Classification Society and any Regulatory Authority in relation to the Work shall be
for the account of the Builder.
 4.6
    
    The Builder shall provide (or procure that the Classification Society or the
Regulatory Authorities provide) the Buyer with copies of all correspondence, minutes of
meetings and other documents passing between the Builder, the Classification Society or any
Regulatory Authorities in relation to the Work. In addition, the Buyer may attend all meetings
between the Builder, the Classification Society or any Regulatory Authorities, and the Builder
shall keep the Buyer well informed (in advance) of all of such meetings. The Builder shall
promptly inform the Supervisor of any unscheduled meetings between the Builder and the
Classification Society or any Regulatory Authorities and, if the Supervisor does not attend
any of such meetings, the Builder shall give the Supervisor a reasonably detailed account of
the matters discussed and decisions taken at the meeting.
 4.7
    
    The Builder and its Subcontractors shall comply with all laws, rules and regulations
applicable to the Builders activities in respect of the Work, and accordingly the Builder
shall obtain all licenses, permits, certificates and permissions required for the execution
and completion of the Work, including those required by the Classification Society and the
Regulatory Authorities.
 4.8
    
    The Builder shall be responsible for obtaining the approval of all drawings,
calculations and other necessary matters by the Classification Society and the Regulatory
Authorities, and shall arrange for all applicable certificates and approvals to be issued.
 5.
    
    SUBCONTRACTING AND MAKERS LIST
 5.1
    
    The main assembly, construction and erection of the Ship, including the installation of
the Ships main Parts and all other major elements of the Work, shall be carried out by the
Builder at the Shipyard.
 5.2
    
    On prior written notice to the Buyer, the Builder may subcontract the fabrication of
steel blocks to European Subcontractors who are certified by the Classification Society as
meeting DNV MPQA standards (or equivalent, if another Classification Society is appointed with
the Buyers agreement) and who are otherwise objectively regarded as reputable and suitably
qualified and experienced contractors to the passenger cruise ship industry.
 5.3
    
    Appendix 3 of the Specification contains an agreed list (the Makers List) of
potential Subcontractors for the performance of important elements of the Work and for the
supply of major Parts. The Makers List may be modified by agreement of the parties in order
to take advantage of technical developments and improvements. Either party may make proposals
to the other in this respect and each party agrees to give reasonable consideration to any
such proposals but neither party will be obliged to accept any proposal that adversely affects
its obligations, liabilities or interests under the Contract.
 5.4
    
    The Builder shall use the approved Subcontractors referred to in the Makers List for
the execution of the Work, and the supply of the Parts, therein specified. The Builder shall
not be entitled, without the express prior written approval of the Buyer (which may be
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withheld on reasonable grounds by the Buyer), to change any Subcontractor referred to in the
Makers List or to engage any new Subcontractor for the same element of the Work or the supply
of the same Parts or any replacements for such Parts. Nor shall the Builder permit any of such
approved Subcontractors to subcontract any of their Work or supply obligations in a manner
that is inconsistent with the other provisions of this Clause 5.
 5.5
    
    Where more than one Subcontractor is named in the Makers List in relation to an
element of the Work or a Part, the Builder must nominate its choice of Subcontractor by notice
in writing to the Buyer as soon as possible and at the same time provide the Buyer with the
relevant technical specifications for Work or the Part in question.5.6
    
    The Buyer will have up to ten (10) Working Days from its receipt of each written
nomination and the related specifications within which to accept or to reject the Builders
nomination and instead select a different Subcontractor from the Makers List.5.7
    
    Before purchasing any major Parts from, or subcontracting any major elements of the
Work (apart from the Parts and Work elements referred to in Clause 5.2) to, Subcontractors who
are not named in the Makers List, the Builder will notify the Buyer in writing of its
proposal and provide the Buyer with the relevant technical specifications in order to allow
the Buyer to submit its comments to the Builder. The Buyer will have ten (10) Working Days
within which to object to such proposal on the grounds of the availability of spares and the
quality of post-delivery services support in North America.5.8
    
    If the Buyer wishes the Builder to select a Subcontractor other than the one
nominated by the Builder then the difference, if any, between that Subcontractors price and
the price of the Subcontractor nominated by the Builder shall be added to or (as the case may
be) subtracted from the Contract Price in accordance with the provisions of Article 3, Clause
1. Any other differences between the supply and warranty conditions offered by the
Subcontractor selected by the Buyer and the conditions offered by the Subcontractor nominated
by the Builder shall be accepted and borne by the Buyer.5.9
    
    The Builder and the Buyer will work together closely in good faith, and each will use
all reasonable commercial efforts, to avoid, minimise and mitigate the effects of any cost
differentials between competing Subcontractors.5.10
    
    The Builders appointment, contracting, employment or use of any workmen,
Subcontractors, agents and other representatives (including, without limitation, any such
persons appointed or employed or contracted by the Builder with the Buyers approval) shall
not in any manner or to any extent relieve the Builder from (or otherwise reduce) any of the
Builders obligations and/or liabilities under or in connection with this Contract nor
diminish the Builders responsibility to the Buyer to manage, supervise and conduct such
persons in a workmanlike manner and in accordance with the practices and standards referred to
in Clause 1.1.5.11
    
    Save as otherwise agreed between the parties, all contacts with Subcontractors shall
be made through the Builder. However, the Buyer may at any time contact and contract with
Subcontractors in relation to post-delivery maintenance and support arrangements only.
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5.12
    
    The Builder covenants with the Buyer that:
 (i)
    
    it shall ensure that there is not and will not be created by the Builder any
legal relationship between the Buyer and any Subcontractors appointed or otherwise used
by the Builder (save for such relationships as may be created by reason of the warranty
and guarantee assignments to be made by the Builder under Clause 2.9 of Article 7 or by
mandatory operation of law);(ii)
    
    it shall take reasonable care in the selection, employment, appointment and
supervision of all Subcontractors who supply Parts, and shall procure their employment
or appointment on terms consistent with the Buyers rights, and the Builders
obligations and liabilities, under this Contract including, without limitation, such
matters as (a) the nature of guarantees and warranties, and liberty for the Builder to
assign all or any part(s) of such guarantees and warranties to the Buyer, (b) good
service of the Subcontractors, (c) reliability of the Subcontractors, (d) availability
and quality of pre-delivery training, and (e) availability of spares and quality of
post-delivery service support as these matters are contemplated by the Specification;(iii)
    
    it shall prevent its Subcontractors from exercising any rights to arrest,
attach, detain or encumber the Ship, the Parts, or any of the Buyers Supplies;(iv)
    
    it shall promptly provide the Buyer with such information and access as it may
require from time to time in order to verify the performance of the supplies, services
and Work provided or carried out by the Builders Subcontractors;(v)
    
    it shall promptly take all necessary steps to ensure the proper performance of
any such Subcontractors;(vi)
    
    without prejudice to the operation of Article 10, Clause 2, it shall be fully,
directly and solely responsible (as between the Builder, the Buyer and the other
protected parties) for the acts, omissions and defaults of the Builders Subcontractors
(including, without limitation, any persons appointed, employed or contracted by the
Builder with the approval of the Buyer) and for the acts, omissions and defaults of the
respective officers, employees, workmen, agents and other representatives of the
Builder and its Subcontractors; and(vii)
    
    upon the Buyers reasonable request from time to time, it shall promptly
provide the Buyer with information relating to any subcontract.
 5.13
    
    All labour costs (including overtime costs) of the Builder and of the workmen,
Subcontractors, and others used by the Builder shall be for the account of the Builder.6.
    
    BUYERS SUPPLIES6.1
    
    The Buyer, at its own risk and expense, shall supply and deliver the Buyers Supplies to
the Shipyard on a DDP (Incoterms 2000) basis, free of any encumbrances, and in proper
condition for installation or incorporation in, or stowage on board, the Ship in accordance
with the agreed delivery schedule in Part G of the Specification as the same is updated and
amended by agreement of the parties during the construction period.
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6.2
    
    The Builder shall, at its own risk and expense, receive, check as to visual
compliance with transport documents, inspect the packaging, insure (in accordance with Clause
2 of Article 4), clearly mark as the property of the Buyer, safely store and keep well
protected and completely segregated from Parts and other materials owned by the Builder or
other parties, and properly put on board and thereafter install or incorporate in or stow on
the Ship, all of the Buyers Supplies from time to time delivered to the Shipyard, and
(whenever so requested by the Supervisor) the Builder shall also assist the Buyer to clear any
Buyers Supplies through French customs. If any packaging is discovered damaged, the Builder
will promptly inform the Buyer and the parties representatives will jointly unpack and
inspect the content of the package. In addition, the Buyers personnel may unpack any other
consignment of Buyers Supplies in order to check its conformity with the related orders and
transport documents.
 6.3
    
    In order to facilitate the installation and incorporation of the Buyers Supplies by
the Builder, the Buyer shall furnish the Builder with all plans, instruction books, test
reports and certificates provided to the Buyer by its suppliers. Upon request by the Builder,
the Buyers available personnel at the Shipyard will assist  or cause the Buyers relevant
suppliers to assist  the Builder and its Subcontractors with the installation of the Buyers
Supplies. If any Buyers Supplies (including relevant technical documentation and any Buyers
Supplies to be replaced by the Buyer pursuant to this Clause 6) have not been delivered within
five (5) Working Days after the Supervisors receipt of a notice from the Builder under Clause
6.4(ii), the Builder shall be entitled to proceed with the construction of the Ship without
installing or incorporating such Buyers Supplies in or on the Ship and the lack of any such
installation or incorporation shall not be treated as a defect in the Ship provided thatif
the relevant Buyers Supplies may be installed or incorporated in or on the Ship at a later
date without any additional cost to the Builder or any delay in delivery of the Ship then the
Builder will accommodate any request by the Supervisor to extend the date for delivery and
installation or incorporation of the relevant Buyers Supplies.
 6.4
    
    The Builder:
 (i)
    
    shall be liable to the Buyer for any damage to or loss of any Buyers Supplies
caused by Builders default and occurring or arising after delivery of such Buyers
Supplies under Clause 6.1; and(ii)
    
    shall notify the Supervisor as soon as practicable of any loss of, damage to,
or deficiency in the supply or performance of, any of the Buyers Supplies or any late
delivery thereof in accordance with Clause 6.3.
 6.5
    
    Where the Builder is liable to the Buyer for any damage to or loss of any Buyers
Supplies, the Builder will promptly replace the relevant Supplies with identical items at its
risk and expense, in which case any insurance proceeds paid in respect of such loss and damage
will be paid to and retained by the Builder. In all other cases where the Builder gives notice
to the Buyer under Clause 6.4(ii), the Buyer will as soon as may reasonably be practicable
replace the relevant Buyers Supplies at its risk and expense. For the avoidance of doubt, the
other provisions of this Clause 6 shall apply to such replacements.
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6.6
    
    The Buyer acknowledges and agrees that the Builder shall not be responsible for the
design, performance or quality of Buyers Supplies.
 6.7
    
    The Contract Price includes an allowance of [**] [Confidential Treatment]
which may be used by the Buyer for the payment of Buyers Supplies ordered by the Buyer. This
allowance will be paid for the Buyer, through each payment of the Contract Price under Article
8 Clause 2.1, in the following five tranches:
 (i)
    
    the Contract Price payment under Article 8, Clause 2.1 (i) will include the sum
of [**] [Confidential Treatment] in respect of the first
tranche of the allowance;(ii)
    
    the Contract Price payment under Article 8, Clause 2.1 (ii) will include the
sum of [**] [Confidential Treatment] in respect of the second
tranche of the allowance;(iii)
    
    the Contract Price payment under Article 8, Clause 2.1 (iii) will include the
sum of [**] [Confidential Treatment] in respect of the third
tranche of the allowance;(iv)
    
    the Contract Price payment under Article 8, Clause 2.1 (iv) will include the
sum of [**] [Confidential Treatment] in respect of the fourth
tranche of the allowance; and(v)
    
    subject to Clause 6.9, the Contract Price payment under Article 8, Clause 2.1
(i) will include the sum of [**] [Confidential Treatment] in respect of the
fifth tranche of the allowance.
 6.8
    
    As soon as each pre-delivery payment of the Contract Price has been made by the Buyer
under Article 8 Clause 2.1, the Builder shall pay the relevant tranche of the allowance to the
Buyer.
 6.9
    
    Upon delivery and acceptance of the Ship in accordance with this Contract, the
Builder shall pay the fifth tranche of the allowance to the Buyer in or towards payment for
Buyers Supplies ordered for the Ship provided that if the aggregate total cost of Buyers
Supplies ordered for the Ship shall be less than the amount of the allowance, the amount of
the fifth tranche of the allowance payable by the Buyer  and hence the amount of the Contract
Price payable under Article 8 Clause 2.1(v)  shall be reduced accordingly.
 6.10
    
    Within fifteen (15) days after the Ship has been delivered by the Builder and
accepted by the Buyer in accordance with the express provisions of this Contract, the Buyer
will
remove from the Shipyard any of the Buyers Supplies which have not been used in the
construction of, or otherwise delivered with, the Ship.
 7.
    
    BUILDERS TALLY OF BUYERS SUPPLIES
 7.1
    
    The Builder shall make and keep fully itemised and up-to-date records of all Buyers
Supplies from time to time delivered to the Shipyard and/or other premises of the Builder
(and/or its Subcontractors) and, without prejudice to the generality of the foregoing, the
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Builder shall ensure that such records are made and kept in the form used by the Builder for
its own stocks and show:
 (i)
    
    the date of delivery to the Builder (or its Subcontractors) of each batch or
consignment of Buyers Supplies;(ii)
    
    where and how such Buyers Supplies are stored;(iii)
    
    when such Buyers Supplies are incorporated or installed in, or stowed on,
the Ship; and(iv)
    
    the balance (in usual units) of any unused Buyers Supplies.
 7.2
    
    The Builder shall provide the Supervisor, on a monthly basis, with a complete set of
the records described in Clause 7.1 and all amendments of, or supplements to, such records.
 End of Article 1
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ARTICLE 2: SUPERVISION
 1.
    
    SUPERVISOR1.1
    
    The Buyer may retain a supervisor (the Supervisor) and a supervision team of a
reasonable size at the Shipyard to maintain close contact with the Builder and, on behalf of
the Buyer, to supervise the Work. The Buyer shall be responsible for obtaining and maintaining
any necessary French permissions and authorisations for the Supervisor and his team to carry
out their duties, and the Builder will assist the Buyer in this regard.1.2
    
    The Supervisor and his team shall carry out their inspections and supervision in an
efficient manner and in such a way as to avoid any increase in the building costs or delays to
the Work.1.3
    
    All salaries and, subject to Clause 1.4, costs and expenses of the Supervisor and his
team shall be for the Buyers account.1.4
    
    The Builder shall provide, free of charge to the Buyer, the Supervisor and his team
suitably equipped and maintained changing rooms and offices in close proximity to the Shipyard
and all such other facilities within such offices as may be necessary to enable the Supervisor
and the Supervisors team effectively to carry out their Work including, without limitation,
direct call national and international telephone lines (in respect of which the Builder will
pay for line rentals and local calls and the Buyer will pay the actual cost of all other calls
plus a 5% administration fee), fax lines and machines, broadband computer connections, and
laser printers. The Builder will also: allow the Supervisor and his team to use the refectory
at the Shipyard; and assist the Supervisor to find lodgings for his team by introducing him to
local rental agents.1.5
    
    A written statement confirming the Supervisors appointment and the scope of his
actual authority shall be given by the Buyer to the Builder within thirty (30) days after the
Effective Date. Written notice of revocation of appointment of the Supervisor and/or any
change in the scope of his actual authority shall be given by the Buyer to the Builder as soon
as reasonably practicable after any such revocation and/or change has been decided upon by the
Buyer.1.6
    
    The Supervisor and his team shall be given notice of and shall observe the safety and
security precautions and other rules and regulations in force from time to time at the
Shipyard and at the premises of the Builders Subcontractors.1.7
    
    The Builder may request the Buyer to replace a representative who is deemed
unsuitable and unsatisfactory for the proper progress of the Ships construction. The Buyer
shall investigate any such request (if necessary, by sending its representative(s) to the
Shipyard). If the Buyer considers the Builders request to be justified, it will effect the
replacement as soon as may be conveniently arranged.1.8
    
    The Buyer may request the Builder to replace any representative in the Builders
equivalent of the Supervisors team who is deemed unsuitable and unsatisfactory for the proper
progress of the Ships construction. The Builder shall investigate any such request and, if
the Builder considers the request to be justified, it will effect the replacement as soon as
may be conveniently arranged.
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1.9
    
    Each of the Builder and the Buyer agrees to work closely with the other and to act
reasonably and in good faith with a view to agreeing, by no later than the first anniversary
of the Effective Date, the terms necessary to regulate the timetable, conditions and
procedures for the advance occupation of certain parts of the Ship by the Buyer for crew
familiarisation, training and lodging purposes.1.10
    
    The Builder shall allow key representatives of the Buyer for the Ship to attend the
Shipyard upon reasonable prior written notice to the Builder, and to be present during tests
and for familiarisation, training and lodging purposes2.
    
    PLANNED PROGRAMME AND PLAN APPROVAL2.1
    
    Each of the Builder and the Buyer acknowledges and agrees that successful completion of
the construction of the Ship in accordance with this Contract, the Plans and the Specification
will require a high degree of co-operation and flexibility on the part of both parties.2.2
    
    Notwithstanding the generality of Clause 2.1, the Work shall be carried out in strict
accordance with the express provisions of this Contract, the Specification and the Plans, and
on the Effective Date the Builder will provide the Supervisor with: a planned programme
containing a critical path treatment of the major and significant elements of the Work, in
their proper sequence, which must be completed to ensure delivery of the Ship (the Planned
Programme); and the schedule of inspections and tests referred to in Part G.11 of the
Specification (the Tests Schedule).2.3
    
    Without prejudice to the Builders express obligations under the other provisions of
this Contract, if the Builder considers it necessary to make any material alterations in the
Planned Programme the Builder shall promptly provide the Supervisor with written details of
and reasons for the proposed alterations. Without prejudice to the Builders express rights
under the other provisions of this Contract, no alterations to the Planned Programme shall
delay completion of the Work or delivery of the Ship in accordance with this Contract, nor
shall any such alterations accelerate the performance or change the tenor of any of the
Buyers obligations under this Contract.2.4
    
    The Builder shall submit to the Buyer each month, commencing on the date falling
three (3) months after the Effective Date, until delivery, the following documentation (the
reasonable accuracy of which the Builder hereby warrants):
 (i)
    
    a status report (in form acceptable to the Buyer) of the Work as compared with
the Planned Programme, including the critical path;(ii)
    
    a report (in form acceptable to the Buyer) setting out the actual progress of
the Work during the previous month as compared with the Planned Programme;(iii)
    
    a list of modifications (if any) agreed or determined during the previous
month;(iv)
    
    a report in proper form on the delivery of Parts and Buyers Supplies during
the previous month.
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2.5
    
    Without prejudice to the Builders other obligations under this Contract, if the
construction of the Ship should, for any reason whatsoever, be materially delayed beyond the
time-frame indicated in the Planned Programme, the Builder shall promptly notify the Buyer and
thereafter keep the Buyer regularly informed about the steps being planned and taken by the
Builder in order to try to overcome the delay.2.6
    
    All plans, drawings and other documents required by the Specification to be developed
and supplied by the Builder to the Buyer for approval shall be delivered by the Builder in
their proposed final form in three (3) hard copies (and, if so requested, electronically) to
the Supervisor for approval by and on behalf of the Buyer. The Builder agrees to submit all
such plans, drawings and documents in such timely manner that the Buyer may have a reasonable
opportunity to review and approve or comment on the same within the periods provided for in
Clauses 2.7 and 2.9.2.7
    
    Within six (6) Working Days after the Supervisors receipt of each set of plans,
drawings and other documents submitted to the Supervisor for approval pursuant to the
Specification one (1) copy of each such plan, drawing and other document shall be returned by
the Buyer to the Builder either as approved or as rejected by the Buyer provided thatall
rejections shall specify with reasons all aspects of the rejected plans, drawings or documents
which in the opinion of the Buyer do not, or which provide for Work which does not, comply
with the requirements of this Contract, the Plans or the Specification.2.8
    
    If a plan, drawing or other document is approved by the Buyer, the Builder shall
proceed with the Work shown therein.2.9
    
    If any aspect of a plan, drawing or other document is rejected by the Buyer under
Clause 2.7, and the Builder accepts such rejection, the Builder shall promptly alter the
relevant plan, drawing or document without charge to the Buyer and resubmit it as altered for
approval by the Buyer in accordance with the procedure and timetable referred to in Clause
2.7. For the avoidance of doubt, if any plans, drawings or other documents rejected by the
Supervisor contain any error, omission, ambiguity, inconsistency, inadequacy or other
deficiency they and the related Work shall be remedied by the Builder (if the Builder accepts
such rejection) without any increase in the Contract Price or any extension of the Delivery
Date.2.10
    
    All Work performed by the Builder prior to approval by the Buyer of all plans,
drawings or documents relating to such Work shall be at the sole risk and expense of the
Builder without prejudice to the Builders right to dispute any rejection by the Buyer under
Article 13.2.11
    
    If the Buyer (or the Supervisor on the Buyers behalf) fails to return to the
Builder or (in the case of any rejections) fails to give reasons, in accordance with the time
limits referred to in Clause 2.7 and Clause 2.9, any plan or drawing or other document and
this failure is not remedied within two (2) Working Days after the Supervisors receipt of a
written notice from the Builder specifying such failure, such plan or drawing or other
document shall be deemed to have been automatically and expressly approved by the Buyer
without any comments.
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2.12
    
    Although the Buyers approval (or deemed approval) of plans, drawings and other
documents shall preclude the Buyer from subsequently requiring any changes therein (except
pursuant to Article 3), such approval or deemed approval shall not in any manner or to any
extent relieve the Builder from (or otherwise reduce) any of the Builders obligations and/or
liabilities under or in connection with the Contract.2.13
    
    If the Builder discovers any aspect of the Plans, the Specification or the Work that
does not conform with the Class Rules or the Regulatory Rules or the shipbuilding and marine
engineering practices referred to in Article 1, Clause 1.1 the Builder shall promptly notify
the Supervisor and submit a proposal to the Supervisor for the Buyers approval (such approval
not to be unreasonably withheld or delayed) for the removal of the non-conformity without any
cost to the Buyer, without any increase in the Contract Price and without any extension of the
Delivery Date.3.
    
    WORK APPROVAL3.1
    
    Throughout the period during which the Ship is being built the Builder will conduct its
usual quality control programme of inspections, testing and supervision by a team of the
Builders staff specially designated for this purpose but the Work and all Parts, as the same
may at any time and at any place be completed or be in progress, shall also be subject to
inspection by and the approval of the Buyer (acting through the Supervisor and his team) and
the Classification Society.3.2
    
    Subject only to the proviso at the end of this Clause 3.2, the Builder shall at all
times during normal working hours and subject to the usual regulations of the Shipyard give
the Supervisor and the Supervisors team free and ready access to (and a free right to
inspect) the Ship and Parts at any place where Work is being done or tests are being carried
out or Parts are being processed or stored in connection with the building of the Ship
including the Shipyard and other yards, workshops and stores of the Builder, and the premises
of the Builders Subcontractors who are doing Work in connection with the building of the Ship
or assembling, manufacturing, processing or storing of Parts, and the Builder shall ensure
that provisions equivalent to the provisions of this Clause 3.2 are inserted into all
subcontracts from time to time made by it in connection with the Work provided thatthe
Supervisor or any member of his team must be accompanied by a representative of the Builder
during all visits to the design offices of the Builder and any Subcontractors.3.3
    
    The Buyer shall be entitled but not obliged to reject any Work or Parts that do not
comply with the requirements of this Contract, the Plans and the Specification unless and to
the extent that such non-compliance is the direct result of the Builder seeking to avoid (in a
manner approved by the Buyer, such approval not to be unreasonably withheld) any
non-conformities referred to in Clause 2.13 provided thatall rejections shall be made in
writing, and shall specify with reasons those aspects of the Work or Parts inspected which in
the opinion of the Buyer do not comply with the requirements of this Contract, the Plans or
the Specification.3.4
    
    If any Work or Parts shall be rejected by the Buyer as not complying with the
Contract, the Plans or the Specification, the Builder shall promptly remedy or replace such
Work or Parts without any increase in the Contract Price or any extension of the Delivery Date
 - 15 -




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unless the Builder does not accept the validity of the Buyers rejection in which case the
provisions of Clause 4 below shall apply.
 3.5
    
    The Builder shall not cover up any Part or element of the Work that the Supervisor or
his team are entitled to inspect so as to render impossible any proper inspection thereof by
the Supervisor without giving the Supervisor sufficient advance written notice and a
reasonable opportunity to inspect the relevant Part or Work. If any such covering up occurs
the Buyer may require the Builder to uncover the relevant Part or Work so that the Supervisor
may make its inspection. For the avoidance of doubt, if the Supervisor receives sufficient
advance written notice and reasonable opportunity to inspect the relevant Part or Work but
fails to do so, the Buyer will be deemed to have waived its right to require the Builder to
uncover such Part or Work.3.6
    
    If the conduct of subsequent Work invalidates the results of earlier inspections,
tests or trials on previously completed Work, the Supervisor may require the Builder to carry
out further inspections, tests and trials on such Work.3.7
    
    The inspection, supervision and testing from time to time carried out by the
Supervisor and his team shall not in any manner or to any extent relieve the Builder from (or
otherwise reduce) any of the Builders obligations and/or liabilities under or in connection
with the Contract.4.
    
    TECHNICAL DISPUTES4.1
    
    If, at any time before delivery of the Ship, there is a difference of opinion between
the Builder and the Buyer in relation to any technical matter regarding the Specification
and/or the Plans (including any dispute concerning compliance with any of the quality
requirements and other technical standards provided for in this Contract), then either party
may give a notice to the other party and if the parties do not resolve the difference of
opinion within five (5) Working Days after the date of service of such a notice, the Builder
or the Buyer may require that the difference of opinion be treated as a Dispute of a technical
nature to be resolved in accordance with Clause 1 of Article 13.
 End of Article 2
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ARTICLE 3: MODIFICATIONS
 1.
    
    MODIFICATIONS1.1
    
    This Contract, the Plans and the Specification may be modified from time to time by
agreement of the parties provided thatall reasonable and timely modifications requested by
the Buyer, and/or any modifications required to be made under Clause 2 which are occasioned by
any changes in the Class Rules or in any of the Regulatory Rules after the Signing Date, shall
be implemented by the Builder if the Buyer agrees to necessary modifications to the Contract
Price, the Delivery Date and any other relevant provisions of this Contract, the Builder
agreeing to act in good faith and use all reasonable efforts to accommodate any such
reasonable requests by the Buyer so that all such modifications shall be made:
 (i)
    
    at the lowest cost reasonably possible agreed or determined in accordance with
Clause 1.2;(ii)
    
    within the shortest period of time reasonably possible; and(iii)
    
    without any loss in the relative priority of the Work for the Ship compared
to other construction Work in the Shipyard,
 provided that
 1.2
    
    Any adjustment of the Contract Price to be made pursuant to this Clause shall be in a
fixed amount, not subject to any escalation and shall reasonably reflect the Builders
increased costs (or savings in costs) directly, necessarily and reasonably occasioned by the
proposed modification. If the parties cannot agree on the amount of such increased costs (or
savings in costs), the same shall be deemed to be the sum of:
 (i)
    
    the net positive or negative change in the Builders newbuilding labour costs
(excluding profit) as a direct and necessary result of the modification, (including the
direct cost of any necessary design and engineering services not otherwise charged to
the Buyer) as of the date when the requirement to effect the modification is proposed;(ii)
    
    the net positive or negative change in the Builders cost of materials
(excluding profit) as a direct and necessary result of the modification; and(iii)
    
    the Builders agreed profit, which shall be a positive number equal to [**] [Confidential Treatment]
per cent. [**] [Confidential Treatment] of the sum of the amounts determined in accordance with paragraphs (i)
and (ii), in the case of increased costs only.
  1.3
    
    Any agreement on a modification (AOM) of this Contract, the Plans or the
Specification shall be agreed by the parties before execution of such alterations and changes,
and shall include:
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(i)
    
    any increase or decrease in the Contract Price agreed or determined in
accordance with Clause 1.2;(ii)
    
    any change in the Delivery Date, and(iii)
    
    any other adjustment to or amendment of any relevant provisions of this
Contract, the Plans or the Specification,
 that is necessarily and reasonably occasioned by such modification.Whenever so requested by the Buyer, the Builder will verify its calculations by providing to
the Buyer, on an open book basis, a reasonably detailed explanation of the Builders
calculations and details of the man-hours and other data used in connection with any of the
alterations or changes occasioned by any modification to be made under this Article 3. For
all purposes of this Contract, open book basis means the provision by or on behalf of the
Builder of all such invoices and other supporting information, and of all such calculations,
determinations and other data as may be required in order to afford complete transparency to
the Buyer but it does not entitle the Buyer to make an audit of the Builders accounts.1.4
    
    Any agreement on a modification of this Contract, the Plans or the Specification
shall be recorded and evidenced by an AOM in the form set out in Schedule 1 of this Contract
and signed by the parties duly authorised representatives, and following the signature of
each AOM the Builder shall modify the building of the Ship in accordance therewith.1.5
    
    If the parties fail to reach agreement on all matters relating to a modification
requested by the Buyer within six (6) Working Days from the date on which the Builder has
submitted its cost modification proposal to the Buyer or if there is any Dispute between the
parties as to the cost of the requested modification then, if the Buyer so requires, the
Builder will make the requested modification before the Dispute has been resolved provided the
Buyer:
 (i)
    
    makes an AOM pursuant to Clause 1.4 in respect of the agreed non-cost related
alterations and changes to this Contract, the Plans and the Specification occasioned by
the modification; and(ii)
    
    undertakes to pay the amount found due to the Builder under Article 13 Clause
1.1.
 CLASSIFICATION AND REGULATORY CHANGES
 2.1
    
    If, after the Signing Date, any Class Rules and/or any Regulatory Rules are changed by
the Classification Society or any Regulatory Authority, each party shall promptly notify the
other in writing of the relevant change(s) and as soon as reasonably practicable thereafter
the Builder shall propose the necessary modifications to be made to this Contract, the Plans
and the Specification.2.2
    
    If, following its receipt of a notice under Clause 2.1, the Buyer reasonably
considers that the operation of the Ship would permit of a dispensation or waiver, the Builder
will at the
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request of the Buyer apply for a dispensation from, or waiver of compliance with, the
relevant change(s).
 2.3
    
    If the Buyer does not require the Builder to apply for a dispensation or waiver or it
has not been possible to obtain a dispensation or waiver within a period of fifteen (15) days
after the Buyers receipt of a notice under Clause 2.1 (or such longer period of time as the
parties may reasonably agree in the light of all the circumstances then prevailing), the
parties shall make an agreement to modify this Contract in accordance with and subject to the
conditions of Clause 1 and thereafter the Builder shall make the relevant change(s) in the
design or building of the Ship.3.
    
    SUBSTITUTION OF PARTS3.1
    
    The Builder is aware of the commonality of supply and other service related principles
by reference to which the Buyer has approved the selection of all main Parts and the related
Subcontractors. If (notwithstanding all reasonable efforts on the part of the Builder and
provided thatorders for the same were placed in good time by the Builder) any Parts are not
available at the time required for their installation or incorporation in the Ship, the
Builder may (and, if such situation is not directly caused by one or more of the contingencies
specified in Clause 1.3 of Article 5, with the prior written approval of the Buyer which is
not to be unreasonably withheld) use suitable substitute Parts that are at least the
equivalent in standard and quality as the Parts that were not available and that are capable
of meeting all of the requirements of:
 (i)
    
    this Contract, the Plans and the Specification; and(ii)
    
    the Classification Society and the Regulatory Authorities.
 3.2
    
    Where a proposed substitution of Parts is approved by the Buyer and (as necessary, by
the Classification Society and any relevant Regulatory Authority), the Builder shall bear all
additional costs and expenses whatsoever in relation to such substitution.
 End of Article 3
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ARTICLE 4: TITLE AND INSURANCES
 1.
    
    TITLE, RISK AND ENCUMBRANCES1.1
    
    Title to the Ship and all Parts (but not Buyers Supplies, title to which will at all
times be and remain with the Buyer) shall pass to the Buyer upon the Ships delivery to, and
acceptance by, the Buyer in accordance with Clause 1 in Article 7 and until such delivery and
acceptance shall have occurred all risks connected with the Work  including, without
limitation, all risks in relation to the Ship, all Parts and all Buyers Supplies from the
time when they are taken into the custody of the Builder or any of its Subcontractors  shall
lie exclusively with the Builder.1.2
    
    Immediately upon:
 (i)
    
    the receipt by the Builder (or any of its Subcontractors) of any Buyers
Supplies; and(ii)
    
    the delivery to, or the assembly fabrication or manufacture by, the Builder
(or any of its Subcontractors) of all steel blocks and other main Parts,
 the Builder shall mark (or cause its relevant Subcontractors to mark) the same and the Ship
(as it is from time to time built) with hull number D33.1.3
    
    The Builder shall have no authority to create (and waives all rights to create) any
encumbrances whatsoever over any of the Buyers Supplies, nor shall it permit any encumbrances
of any kind (other than permitted encumbrances) to be imposed on or asserted against any of
the Buyers Supplies.1.4
    
    At any time when a payment is due to the Builder under this Contract, and at all
other reasonable times, the Buyer may require the Builder to provide a written statement
satisfactory to the Buyer showing what, if any, encumbrances of any kind (other than permitted
encumbrances) have been imposed on or asserted against any of the Buyers Supplies.1.5
    
    If any encumbrance of any kind (other than any permitted encumbrance) is imposed on
or asserted against any of the Buyers Supplies as a result of the acts or omissions of the
Builder or those for whom the Builder is responsible under this Contract, the Builder shall
promptly notify the Buyer and shall, not later than ten (10) days thereafter, secure the
discharge or release of such encumbrance provided thatif the Builder desires to contest any
such encumbrance and such discharge or release is not available under law during such contest
(including, without limitation, through the filing of a bond or other security), the Builder
shall immediately take such steps to prevent such encumbrance from delaying or otherwise
adversely affecting the Work and shall indemnify fully, hold harmless and defend the Buyer and
all other protected parties from and against all losses which any of them may sustain or incur
as a result of the imposition of any such encumbrance.1.6
    
    Notwithstanding the provisions of Clause 1.5, the Buyer may secure the removal of any
such encumbrance in which event the Builder shall reimburse the Buyer in full for its costs
(including legal fees) of securing such removal.
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1.7
    
    Prior to the installation of any of the Buyers Supplies that have been purchased,
paid for or provided by the Buyer, the Buyer shall confirm in writing to the Builder whether
any permitted encumbrances have been imposed on or asserted against such Buyers Supplies and
shall discharge any such permitted encumbrances prior to the installation of such Buyers
Supplies, and if the Buyer fails to discharge any such permitted encumbrances, the Builder may
withhold the installation of the relevant Buyers Supplies in which case any resulting delays
will be the Buyers responsibility.
 1.8
    
    The Builder may grant one or more mortgages over the Ship and Parts (a Mortgage),
but not over the Buyers Supplies, to one or more mortgagees as security for the Builders
construction financing of the Ship and for the financing of the Refund Guarantees provided
that:
 (i)
    
    the aggregate total amount to be secured by any such Mortgages shall not exceed
the Contract Price (as the same may be increased in accordance with the express
provisions of this Contract); and(ii)
    
    the Builders obligations under the construction financing arrangements
referred to above, and the related Mortgages and other encumbrances, shall be without
recourse to the Buyer and other protected parties.
 1.9
    
    All encumbrances (including, without limitation, all Mortgages) over the Ship and
Parts, and all associated entries in any registers, shall be cancelled and discharged at the
latest simultaneously with the Ships delivery to the Buyer.
 INSURANCES
 2.1
    
    From the date when steelwork for the first hull section of the Ship is completed and
until delivery to the Buyer the Ship, all Parts, and all Buyers Supplies (for their insured
value as declared by the Buyer) taken into the custody of the Builder (or any of its
Subcontractors) and whether or not built into or installed on or in the Ship, shall be at the
exclusive risk of the Builder which shall at its own expense keep the same insured with first
class European and / or Lloyds of London insurers acceptable to the Buyer against all usual
builders risks, including protection and indemnity risks, tests risks, and war risks under
policy terms that shall be no less favourable than those of the London Institute Builders
Risks clauses (with appropriate amendment if any sea trial tests are to be conducted more than
250 nautical miles from the Shipyard). All premiums shall be for the sole account of the
Builder. Deductibles shall be applied to the Builder or the Buyer in respect of their
respective interests in the insurances to be arranged by the Builder under this Article (the
Insurances). Neither the brokers nor the insurers shall have any rights of recourse against
the Ship after her delivery to the Buyer, or against the Buyer or any other of the protected
parties at any time whatsoever, or any rights to make any deduction, set-off or other
withholding whatsoever from or against any sum payable to the Buyer or its assignees in
connection with the Insurances. If, by the time when steel work for the first hull section of
the Ship has been completed, the Builders insurance
arrangement have been consolidated with the insurance arrangements of the AKER YARDS Group,
then the Builder may propose an alternative policy based on the AKER YARDS Group standard
terms for approval by the Buyer; such approval not to be unreasonably withheld or delayed.
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2.2
    
    The amount of the Insurances shall be not less than (i) the actual value of the Ship
as built from time to time, and (ii) the insured value, as declared by the Buyer, of all
Buyers Supplies from time to time taken into the custody of the Builder or any of its
Subcontractors, and whether or not such Supplies are built into or installed on or in the
Ship.2.3
    
    All Insurances shall name the Builder as the assured party and the Buyer as the
co-insured party for their respective interests. The Insurances shall contain loss payable
provisions reasonably acceptable to the Buyer.2.4
    
    All Insurances shall provide that there shall be no recourse against the Ship after
her delivery to the Buyer, or against the Buyer or the Buyers assignees for the payment of
any premiums or commissions and that no cancellation of the Insurances, for any reason
whatsoever, shall become effective unless and until fourteen (14) days prior written notice
has been given by the relevant brokers or insurers to the Buyer.2.5
    
    Within five (5) days after steelwork for the first hull section of the Ship has been
completed the Builder shall supply the Buyer with an original cover note and all related
documents specifying the terms of the Insurances and security.2.6
    
    If at any time there is:
 (i)
    
    any lapse in the insurance coverage which the Builder is required to arrange
under this Clause 2 and such lapse is not corrected within seven (7) days, the Buyer
may effect replacement coverage at the Builders expense; or(ii)
    
    any failure by the Builder to pay any premiums due in respect of the
Insurances and such failure is not corrected within seven (7) days, the Buyer may pay
the same and recover the relevant payment(s) from the Builder.
 3.
    
    LOSS OR DAMAGE3.1
    
    In the event of any partial loss of the Ship before delivery:
 (i)
    
    the loss shall be made good by the Builder as soon as reasonably possible, the
Delivery Date shall be extended in accordance with Clause 1 in Article 5 (provided that
the cause of the partial loss is excused under that Clause) and the partial loss
proceeds referable to the Ship and/or Parts (other than Buyers Supplies) subject to
the partial loss shall be applied by the Builder in making good the partial loss in
accordance with this Contract, the Plans and the Specification; and(ii)
    
    the partial loss proceeds referable to any Buyers Supplies subject to the
partial loss shall be paid to the Buyer.
 3.2
    
    In the event of the total loss of the Ship before delivery, either the Builder or the
Buyer shall be entitled to terminate this Contract by written notice to the other, such notice
to be delivered within thirty (30) days after the date (the Determination Date) on which it
is determined that the Ship has become a total loss pursuant to Clause 3.5 below.
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3.3
    
    If, following the total loss of the Ship, neither party terminates this Contract
pursuant to Clause 3.2, the Builder shall receive all total loss proceeds  apart from those
referable to any Buyers Supplies subject to the total loss, which shall be paid to the Buyer
  and thereafter the Builder shall proceed with the building of the Ship in accordance with
this Contract and the Delivery Date shall be extended by agreement of the parties.
 3.4
    
    If there is a total loss of the Ship before delivery, then:-
 (i)
    
    if either party elects to terminate this Contract pursuant to Clause 3.2, the
Builder shall within ninety (90) days from (and including) the Determination Date pay
to the Buyer an amount equal to the sum of:
 (a)
    
    all payments on account of the Contract Price previously made by the
Buyer to the Builder under this Contract together with interest thereon at the
Relevant Rate calculated from the date on which the Builder received each such
payment to the date on which the reimbursement is received by the Buyer, and(b)
    
    the Buyers Supply Costs in respect of any Buyers Supplies which are
subject to the total loss or which cannot be removed in sound condition from
the Ship, the Shipyard or other place(s) where they are stored and returned to
the Buyer, free from all encumbrances whatsoever, and in addition the Builder
will return to the Buyer all Buyers Supplies which have not been lost or
damaged and which can be removed in sound condition from the Ship, the
Shipyard and other place(s) where they are stored, whereupon this Contract
shall be deemed to have been rescinded  subject and without prejudice to the
rights, duties, liabilities and obligations of either party under any other of
the express provisions of this Contract (including, without limitation,
Articles 9 to 14)  and the Builder alone shall be entitled to receive and
retain any and all amounts recoverable under the Insurances; or
 (ii)
    
    if neither party terminates this Contract pursuant to Clause 3.2, then Clause
3.1 of this Article 4 shall apply.
 3.5
    
    A total loss shall be deemed to have occurred:
 (i)
    
    if it consists of an actual loss, on the actual date of loss; or(ii)
    
    if it consists of a constructive or compromised or arranged or agreed total
loss, on the date on which notice of abandonment of the Ship is given to her insurers.
 End of Article 4
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ARTICLE 5: PERMISSIBLE DELAYS
 1.
    
    EXTENSION OF TIME FOR WORK1.1
    
    If the Builder gives notice as provided in Clauses 2.1, 2.2 and 2.3 the Builder shall be
entitled to an extension of the Delivery Date but only if the Builder can demonstrate clearly
that:
 (i)
    
    there is a specific contingency which is delaying or will delay Work in the
updated critical path of delivery of the Ship for more than one Working Day;(ii)
    
    such delay is being caused or will be caused by one or more of the
contingencies specified in Clause 1.3;(iii)
    
    it has used and is continuing to use all reasonable efforts to avoid,
prevent, minimise and overcome the actual delay in delivery of the Ship provided that
such reasonable efforts do not jeopardise the Builders contracted obligations for the
construction of other ships; and(iv)
    
    the contingency in question occurred before the Delivery Date.
 provided that(a) the length of any such extension shall be the number of days by which the
Builder can demonstrate clearly that completion of the Work and delivery of the Ship
actually will be delayed by such contingency(ies) and (b) delays attributable to two (2) or
more concurrent contingencies shall not be aggregated or counted more than once.1.2
    
    The Builder shall at all times have the burden of demonstrating clearly each of the
matters required to be established by this Clause 1 and in the event that it is not possible
for it to demonstrate clearly whether, or to what extent, any delay in delivery is caused by
any contingency which is excused by the express provisions of this Clause 1, the Builder shall
not be entitled to any extension of the Delivery Date.1.3
    
    The Builder shall be entitled to an extension of the Delivery Date, as provided in
Clause 1.1, for delay caused by one or more of the following contingencies:
 (i)
    
    by legislation or other action by or on behalf of any government (or any agency
or other authority of such government) prohibiting or otherwise preventing the Builder
from proceeding with the Work;(ii)
    
    by war or warlike events (including such acts of terror, sabotage or other
hostile acts or preparations therefore as are beyond the Builders control) involving
any country which is relevant to the building of the Ship;(iii)
    
    by extraordinary weather conditions not included in normal planning;(iv)
    
    by such strikes, lockouts and other labour disturbances of or directly
affecting the Builder or those of its Subcontractors who supply important Parts (such
as engines, major castings, or other major turn-key Parts) as are beyond the Builders
control provided thatthe Builder shall not be entitled to any extension of the
Delivery Date for delays resulting from strikes, lock outs or other labour
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disturbances of its personnel occurring after the date falling 90 (ninety) days
before the Delivery Date;(v)
    
    by such accidents, explosions, fires, disruptions of power supplies and other
similar occurrences as are beyond the Builders control;(vi)
    
    by the non-compliant or late delivery to the Builder of any Parts, or the
non-compliant or late performance of the Builders Subcontractors provided thatthe
late delivery or performance resulted from causes which would entitle the Builder (if
applying to it) to an extension of the Delivery Date under this Clause 1 and provided
thatthe Builder proves that it has exercised due diligence (a) in contracting for such
Parts and with such Subcontractors, (b) in the performance of any acts required of it
with respect to such Parts or Subcontractors, (c) in monitoring the acts and
circumstances of such Subcontractors, and (d) in expediting deliveries or performance
under the Builders purchase or subcontracts or procuring equivalent substitute
performance in the event of the late delivery of such Parts or the under-performance in
such purchase or subcontracts; or(vii)
    
    to the extent not covered by any of paragraphs (i) to (vi) of this Clause
1.3, by such Acts of God as could not reasonably be foreseen or provided against by the
Builder.
 1.4
    
    Notwithstanding anything to the contrary in this Clause 1, the Builder shall not be
entitled to any extension of the Delivery Date for:
 (i)
    
    any delay resulting from a contingency or other cause of delay which has itself
been caused by the acts, omissions, neglect or other default of the Builder;(ii)
    
    any delay resulting from a contingency or other cause of delay in existence as
of the Effective Date; or(iii)
    
    any delay resulting from a contingency or other cause of delay, which was or
reasonably should have been foreseen or anticipated by the Builder by reason of facts
which were, or after reasonable enquiry should have become, known to the Builder as of
the Effective Date; or(iv)
    
    any delay resulting from contingencies or other causes of delay which
reasonably could have been avoided by the Builder;(v)
    
    any delay resulting from the non-compliant or late performance or other default
of a Subcontractor, if such delay results from a contingency or other cause of delay
(a) which is in effect, published and announced as of the date of the award of the
relevant purchase contract or subcontract, or (b) which would not entitle the Builder
(if applying to it) to an extension of the Delivery Date under this Clause 1; or(vi)
    
    any delay due to increased labour or material costs or other financial stress
of the Builder or any Subcontractors;
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(vii)
    
    any delay resulting from a contingency or other cause of delay occurring
after the Delivery Date.
 In this Clause 1.4 references to the Builder shall include the Builder and all officers,
employees, workmen and other representatives of the Builder.1.5
    
    The Builder may claim an extension of the Delivery Date for and equivalent to any
actual delay to Work in the updated critical path of delivery of the Ship if such delay is
caused by any failure on the part of the Buyer to perform its obligations under this Contract
(unless any such failure is caused or excused by any failure on the part of the Builder to
perform any of its obligations under this Contract) provided thatthe Builder gives written
notice of such claim to the Buyer within five (5) days after the date on which the Builder
first had knowledge of the cause of the delay. If the parties do not agree upon the length of
the extension claimed by the Builder, the Builders entitlement to claim extension of the
Delivery Date shall be determined as a Dispute pursuant to Article 132.
    
    DELAY NOTICES2.1
    
    The Builder shall give written notice to the Buyer of a contingency pursuant to Clause
1.3 as soon as practicable and no later than five (5) days after the date on which the Builder
first has knowledge of such contingency and in such notice the Builder shall describe the
cause of the delay, the date of commencement (or first occurrence) of the cause, its expected
duration and its expected effect on Work in the updated critical path of delivery of the Ship.2.2
    
    The Builder will provide the Buyer with regular written status reports (at such
reasonable intervals as the Buyer may request) with respect to any delay in respect of which
the Builder has given notice pursuant to Clause 2.1 and as to the steps being taken (and
planned) by the Builder to minimise and overcome any actual delay in delivery of the Ship.2.3
    
    Within five (5) days after any cause of delay set forth in Clause 1.3 has ceased to
exist, the Builder shall notify the Buyer of such cessation and give the Buyer a written
statement of the actual or estimated delay in the completion of the Work resulting from such
cause together with such detailed information and documentation as is then available to it
justifying such extension, and any such detailed information and documentation thereafter
becoming available to the Builder shall be promptly be given to the Buyer.2.4
    
    On the basis of the notices, reports, statements and information given to the Buyer
by the Builder relating to any actual or estimated delay in delivery (and such further
information and documentation as the Buyer may reasonably request), the Buyer and the Builder
shall confer and attempt to agree upon the number of days by which the Delivery Date shall be
extended provided thatif the Buyer and the Builder cannot so agree within thirty (30) days
after the completion of any such conference, the extension of the Delivery Date (if any) shall
be determined as a Dispute pursuant to Article 13.
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2.5
    
    The extension of the Delivery Date provided for in this Article shall be the only
remedy for delay to which the Builder shall be entitled (subject and without prejudice to the
express provisions of Article 6, Clauses 1.4 and 1.5) and, by way of illustration but not
limitation, the Builder shall not be entitled to damages or any increase in the Contract Price
or other compensation for delay.
 End of Article 5
 - 27 -




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ARTICLE 6: TESTS AND LIQUIDATED DAMAGES
 1.
    
    TESTS1.1
    
    At its sole and direct risk and expense, the Builder shall subject the Ship and
specified Parts to the tests in order to ascertain whether the Ship and such Parts have been
completed in full accordance with this Contract, the Plans and Specification. In connection
with the sea trials tests, the Builder shall provide at its own expense the required
quantities of ballast water (if any), fresh water, fuel oil, lubricating oil, greases and
other consumables as well as the crew required to ensure safe navigation. By the time of
commencement of the tests, the Ship shall have been substantially completed so as to enable
the tests to be performed as specified.1.2
    
    The Buyer shall be entitled to have the Supervisor and his team present at all tests
and the Builder shall give the Supervisor:
 (i)
    
    two (2) Working Days prior written notice of all tests (except sea trials
tests) (a) designated for such notice by the Supervisor following delivery by the
Builder of the Schedule of Tests and (b) scheduled to take place on week-ends or other
non-Working Days; and(ii)
    
    one (1) Working Days prior written notice of all other tests (except sea
trials tests).
 1.3
    
    The Builder shall give the Supervisor fifteen (15) Working Days estimated, and seven
(7) Woking Days definite, prior written notice of the time and the place for the sea trials
tests provided thatonly one (1) days prior written notice need be given to the Supervisor
with respect to retrials at sea conducted within three (3) days after completion of a previous
sea trial test at or upon which the need for such retrial was determined.
 1.4
    
    The course to be followed during the sea trials tests shall be determined by the
Builder but shall be [**] [Confidential Treatment]. If the weather conditions on the date
specified for the sea trials tests are (in the reasonable opinion of the Builder) so
unfavourable that they would prevent the Builder from carrying out such tests in a proper
manner then the same shall take place on the first available day thereafter that weather
conditions permit. If, during the sea trials tests unexpected changes in the weather occur
which, in the reasonable opinion of the Builder, are such as to prevent the continuation of
such tests in a proper manner then such tests shall be discontinued and postponed until the
next following favourable day unless the Buyer shall (in its option) agree in writing to
accept the Ship on the basis of the tests made. If commencement of the sea trials tests is
postponed or such tests are discontinued pursuant to the provisions of this Clause 1.4 and the
aggregate total delay to such tests exceeds twenty four (24) hours, then the Delivery Date
shall thereafter be postponed by the period of delay in excess of twenty four (24) hours.
 1.5
    
    The failure of the Supervisor to be present at any test, after due notice, shall be
deemed to be a waiver of the Supervisors right to be present at the relevant test and the
Buyer shall be obliged to accept the results of such test on the basis of a certificate of the
Builder and the Classification Society that the Ship and specified Parts, after due
 - 28 -




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completion of the tests, were found to have been completed in full accordance with this
Contract, the Plans and the Specification provided thatif the Supervisors failure to
attend any test, after due notice, is due to an event or combination of events outside the
Supervisors control which arose not later than forty-eight (48) hours before commencement
of the relevant test and the Buyer or the Supervisor so notifies the Builder before
commencement of the test in question, then the test shall be postponed until the Supervisor
(or substitute) is able to attend or the expiration of forty-eight (48) hours from the time
at which the originally scheduled test was due to commence, whichever first occurs and the
Delivery Date shall be postponed by the period for which commencement of the test is
delayed.
 1.6
    
    All tests to which the Supervisor has, by endorsement of the Schedule of Tests,
indicated his wish to attend but which are conducted without due notice to the Supervisor
shall be reconducted by the Builder on due notice to the Supervisor at the sole risk and
expense of the Builder.1.7
    
    Within three (3) Working Days after completion of the tests, the Builder shall notify
the Buyer in writing of the results of the tests and shall, when appropriate, confirm to the
Buyer that the Ship complies with the requirements of this Contract, the Plans and the
Specification.1.8
    
    Within three (3) Working Days after its receipt of the Builders notice under Clause
1.7, the Buyer shall notify the Builder in writing of its technical acceptance of the Ship or
its technical rejection of the Ship. If the Buyer notifies the Builder of its technical
rejection of the Ship, the Buyers notice shall specify the respects in which, in the Buyers
opinion, the Ship fails to comply with this Contract, the Plans and Specification. The
Builder acknowledges and agrees that the Buyer may reject the Ship not only for defects
discovered during or as a result of tests but also defects discovered and previously notified
to the Builder that have not yet been remedied.1.9
    
    If and to the extent that the Builder accepts the Buyers technical rejection of the
Ship, the Builder shall at its sole risk and expense forthwith take all such steps as may be
necessary to remedy the defects and all such tests as may be necessary to demonstrate to the
Buyer, the Classification Society and the Regulatory Authorities the full and final remedy of
such defects. When appropriate, the Builder shall notify the Buyer in writing that the
necessary remedial steps and tests have been completed and that the Ship complies with the
requirements of this Contract, the Plans and the Specification1.10
    
    Within three (3) Working Days after its receipt of the Builders notice under Clause
1.9, the Buyer shall notify the Builder in writing of its technical acceptance of the Ship or
its technical rejection of the Ship. If the Buyer notifies the Builder of its technical
rejection of the Ship, the Buyers notice shall specify the respects in which, in the Buyers
opinion, the Ship still fails to comply with this Contract, the Plans and Specification in
which case the provisions of Clause 1.9 and 1.10 shall again apply.1.11
    
    If the Buyer fails to notify the Builder of its technical acceptance or technical
rejection of the Ship together with its reasons for any rejection, within the time periods
specified in
Clauses 1.8 and 1.10 above, the Buyer shall be deemed to have technically accepted the Ship.
 - 29 -




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1.12
    
    The above process shall be repeated as often as necessary until the earlier of the
time at which the Buyer notifies the Builder in writing of its technical acceptance of the
Ship, and the valid and lawful termination of this Contract by either party. If there is any
difference of opinion between the Builder and the Buyer as to whether the Ship complies with
the requirements of this Contract, the Plans or the Specification either party may require
that the difference of opinion be treated as a Dispute to be resolved in accordance with the
provisions of Article 13.1.13
    
    The Buyers technical acceptance of the Ship shall be final and binding on the Buyer
insofar as compliance of the Ship (as she is then built and equipped) with this Contract, the
Plans and the Specification as demonstrated by the tests is concerned (with the exception of
any outstanding defects or disputed defects) and shall preclude the Buyer from refusing formal
tender of the Ship for delivery provided that:
 (i)
    
    the Builder then maintains the Ship, as technically accepted by the Buyer, in
full accordance with this Contract, the Plans and the Specification; and(ii)
    
    the Builder fully complies with all preconditions and other requirements for
delivery as provided in this Contract.
 1.14
    
    For the avoidance of doubt, all time used and costs expended in removing or
otherwise remedying any defects, in making any necessary alterations and in carrying out all
necessary tests and retests shall be for the Builders account and shall not result in any
extension of the Delivery Date or increase in the Contract Price.
 1.15
    
    If: (i) the Ship has been completed in full accordance with this Contract, the Plans
and Specification apart from defects of a minor nature (each a minor defect) meaning defects
that in and of themselves, and also in the process of being remedied: (a) do not and will not
adversely affect the seaworthiness of the Ship; or (b) do not and will not prevent the
unrestricted use of the Ship in its intended service and purpose as described in the Plans and
the Specification; or (c) do not and will not prevent the commercial functional use of any of
the Ships passenger accommodation or any of the areas designated in the Specification as
public spaces, or in any other way adversely affect the comfort or safety of the Ships
passengers; or (d) do not and will not affect the safety of the Ships crew or their ability
to carry out their duties in a safe working environment and with appropriate accommodation; or
(e) do not and will not adversely affect the operational efficiency of the Ship; or (f) do not
and will not involve any condition, qualification, recommendation, reservation or restriction
in relation to any certificate issued (or to be issued) by the Classification Society or any
Regulatory Authority which in the opinion of the Buyer (acting in good faith and being
reasonable) is or could be material in a commercial or technical sense; and (ii) the Builder
undertakes in writing to remedy defects at the Builders entire risk and expense, without any
interruption to the Ships service to passengers, and with all convenient speed in accordance
with a remedial plan and timetable approved by the Buyer (acting in good faith and being
reasonable), then the Buyer shall not be entitled to withhold its technical acceptance of the
Ship. From the time when the first Work inspections and approvals are to be made and given
on behalf of the Buyer, the Builder and the Buyer shall jointly maintain a written record
(the Defects List) in the form of a list of defects (including minor defects) noted on
 - 30 -




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behalf of the Buyer. The Builder and the Buyer, each acting reasonably and in good faith,
shall update the Defects List at regular intervals to reflect the addition and removal of
defects.
 1.16
    
    All defects in the Ship at the time of her final acceptance, whether or not recorded
in the Defects List, shall qualify as defects covered by the Builders guarantee and shall be
remedied pursuant to Clause 2 of Article 7. However, if before delivery and final acceptance
of the Ship under Clause 1.4 of Article 7, a duly authorised representative of the Buyer
expressly in writing waives its right to require the Builder to remedy a particular defect
recorded in the Defects List, or accepts the Builders remedy of a particular defect, then the
defect in question will be outside the scope of the Builders guarantee unless it recurs
during the Guarantee Period notwithstanding the Builders remedial works before of after
delivery or a new defect arises in the same Part.1.17
    
    The tests that are to be carried out after delivery shall be performed in the
manner, under the conditions and in accordance with the timetable provided for in the
Specification. Defects discovered during such tests shall qualify as defects covered by the
Builders guarantee and shall be remedied pursuant to Clause 2 of Article 7.2.
    
    LIQUIDATED DAMAGES2.1
    
    The Builder agrees that certain deficiencies and certain delays in the delivery of the
Ship shall oblige it to pay to the Buyer, by way of agreed and final liquidated damages and
not as penalties, the compensation provided for in this Clause 2.2.2
    
    The speed of the Ship shall be demonstrated and tested during the sea trials tests
under the conditions described in [**] [Confidential Treatment] of the Specification.2.3
    
    (A) If the Builder before delivery fails to remedy any deficiency in the Guaranteed
Service Speed or GSS, the Builder shall have no liability to the Buyer if the actual speed of
the Ship as determined during the final sea trials tests is up to [**] [Confidential Treatment] of a knot below GSS but
commencing with a deficiency of more than [**] [Confidential Treatment] of a knot below the GSS the Builder shall pay
liquidated damages to the Buyer as follows for a speed between:
 (i)
    
    [**] [Confidential Treatment] knots, a total sum of [**] [Confidential Treatment];(ii)
    
    [**] [Confidential Treatment] knots, a total sum of [**] [Confidential Treatment]; and(iii)
    
    [**] [Confidential Treatment] knots, a total sum of [**] [Confidential Treatment];
 provided
that
  - 31 -




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2.4
    
    The fuel consumption of each main engine of the Ship shall be demonstrated and tested
in tests conducted at the engine manufacturers test bed under the conditions described in
[**] [Confidential Treatment] of the Specification.2.5
    
    If the Builder before delivery fails to remedy any deficiency in the fuel consumption
of any of the Ships main engines, the Builder shall have no liability to the Buyer if such
fuel consumption as determined during the final tests is more than the Guaranteed Fuel
Consumption or GFC provided such excess is not more than [**] [Confidential Treatment] over the GFC but
commencing with an excess of more than [**] [Confidential Treatment] in actual fuel consumption the
Builder shall pay liquidated damages to the Buyer for each such engine in the sum of [**] [Confidential Treatment]
for each full [**] [Confidential Treatment] (provided that if the Builders
back to back position against its against the engine supplier entitles the Builder to claim
fractions of a % calculated in proportion, the Buyer shall have the same entitlement against
the Builder under this provision) increase in fuel consumption above such [**] [Confidential Treatment] level
up to a
maximum of [**] [Confidential Treatment] over the GFC provided thatif the fuel consumption is more than
[**] [Confidential Treatment] above the GFC, the Buyer may, at its option, accept the Ship upon payment
by the Builder of liquidated damages for such deficiency of [**] [Confidential Treatment] or reject the relevant engine.2.6
    
    The deadweight capacity of the Ship shall be demonstrated by the Builder in the
specified deadweight capacity test under the conditions described in [**] [Confidential Treatment] of the
Specification.2.7
    
    If the Builder fails to remedy any deficiency in the Ships deadweight capacity
before delivery, the Builder shall have no liability to the Buyer if the actual deadweight
capacity of the Ship as determined in accordance with the Specification is less
than [**] [Confidential Treatment] metric tons below the Guaranteed Deadweight capacity but the Builder shall pay
liquidated damages to the Buyer in the sum of [**] [Confidential Treatment] for each full
metric ton of such deficiency being more than [**] [Confidential Treatment] metric tons up to a maximum
deficiency of [**] [Confidential Treatment] metric tons at a draft of not more than [**] [Confidential Treatment] metres
even keel provided thatif the actual deadweight
deficiency at a draft of not more than [**] [Confidential Treatment] even keel is
more than [**] [Confidential Treatment] metric tons, the Buyer may, at its option, accept the
Ship against the Builders payment of liquidated damages in the amount
of [**] [Confidential Treatment] for such deficiency or reject the Ship and terminate this
Contract pursuant to Clause 2 in Article 9.2.8
    
    The guaranteed cabin capacity of the Ship shall be as defined in [**] [Confidential Treatment] of the
Specification and no change shall be made to such cabin capacity without the Buyers prior
written consent.2.9
    
    If the actual number of either the passenger or crew cabins is lower than the number
of passenger and crew cabins as defined in [**] [Confidential Treatment] of the Specification, the Builder shall
pay liquidated damages to the Buyer in the sum of [**] [Confidential Treatment]
 - 32 -




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[**] [Confidential Treatment] for each passenger or crew cabin deficiency. If any such cabin deficiency:
 (a)
    
    exceeds [**] [Confidential Treatment] passenger cabins the Buyer may, at its option, accept the
Ship against the Builders payment of liquidated damages in the amount of [**] [Confidential Treatment] euros for such deficiency
or reject the Ship and terminate this Contract pursuant to Clause 2 in Article
9; and/or(b)
    
    exceeds [**] [Confidential Treatment] crew cabins the Buyer may, at its option, accept the Ship
against the Builders payment of liquidated damages in the
amount of [**] [Confidential Treatment] euros for
such deficiency or reject the Ship and terminate this Contract pursuant to
Clause 2 in Article 9.
 2.10
    
    The columns under the heading of Column A in Schedule 7 describe: the maximum sound
and vibration levels and related tolerances and graces defined by the Classification Society
notation DNV Comf V (1) (the S & V Notation); and the application of the S & V Notation to
and between the suites, cabins and other public spaces on board the Ship (the spaces)
referred to in such columns.2.11
    
    The Builder shall carry out the Works so that, at delivery, the Ship achieves the
S&V Notation.2.12
    
    If any of the sound and vibration levels in the spaces  as tested and measured in
accordance with the testing and measurement procedures referred to in [**] [Confidential Treatment] of the
Specification  exceed any of the sound or vibration level or space number or area tolerances
and graces defined by the S & V Notation, before the Delivery Date the Builder shall take all
such remedial steps and make all such further tests and measurements as may reasonably be
required (i) to reduce the levels, numbers and areas to within the applicable S & V Notation
tolerances and graces referred to in the columns under the heading of Column A in Schedule 7,
and (ii) to demonstrate the complete and permanent correction of the relevant deficiencies.2.13
    
    If the Builder is unable to reduce the relevant levels, numbers and areas to within
the applicable S & V Notation tolerances and graces, and to demonstrate the complete and
permanent correction of the relevant deficiencies, the Builder shall be obliged to pay
liquidated damages to the Buyer at the applicable rates per space specified in the Liquidated
Damage columns under the heading of Column B in Schedule 7 for every space in which the
measured levels of sound or vibration exceed the peak level for such space specified in the
Limit column under the heading of Column B of Schedule 7.2.14
    
    If, after taking into account the applicable S & V Notation space, number and area
tolerances and graces, the measured levels of sound or vibration in any space exceed the peak
level for such space specified in the Limit column under the heading of Column B of Schedule 7
and the peak number and area allowance specified in the Number(s) and
Area columns under the heading of Column B of Schedule 7 then the Buyer may, at its option,
accept the Ship against the Builders payment of the aggregate total liquidated damages for
all sound and vibration deficiencies calculated in accordance with Schedule
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7 or the Buyer
may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.
 2.15
    
    For the avoidance of doubt, the parties agree that the tolerances referred to in the
columns under the heading of Column B in Schedule 7 shall be read and applied as overlapping
with  and not as additional to  the tolerances and graces defined by the S & V Notation in
the columns under the heading of Column A in Schedule 7.2.16
    
    The Buyer intends to arrange for the Ships first cruise with fare paying passengers
to be held on the [**] [Confidential Treatment]. The Builder:
 (i)
    
    acknowledges that it is imperative for the Ship to be ready at the time, and in
the condition, provided for in this Contract so as to enable the Buyer to fulfil its
commitments in relation to the Ships first cruise; and(ii)
    
    agrees to do all it can to assist the Buyer to fulfil its commitments in
relation to the Ships first cruise.
 2.17
    
    If delivery of the Ship is not made on the Compensation Date, the Buyer will suffer
loss and damage (including reputational damage) in amounts which are extremely difficult to
quantify in advance but it is agreed by the Builder and the Buyer that the per day sums set
out in paragraphs (i) to (iv) below represent a genuine and reasonable estimate of the Buyers
loss and damage for each day of delay in delivery of the Ship beyond the Compensation Date and
that they constitute the final compensation payable by the Builder to the Buyer for delay in
delivery of the Ship beyond the Compensation Date. If delivery of the Ship is delayed beyond
the Compensation Date, the Builder shall be obliged to pay to the Buyer by way of the
liquidated damages for each calendar day (or pro-rata for each part of a calendar day) at the
per rates set out at paragraphs (i) to (iv) below from (and including) the Compensation Date
until delivery of the Ship is actually made or this Contract is terminated:-
 (i)
    
    if the Builder shall have given to the Buyer less than or equal to thirty (30)
days notice of the delay in delivery prior to the Delivery Date:
 (a)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(b)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(c)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(d)
    
    for the [**] [Confidential Treatment] the rate shall be [**] [Confidential Treatment] per day;
 (ii)
    
    if the Builder shall have given to the Buyer more than thirty (30) days but
less than or equal to ninety (90) days notice of the delay in delivery prior to the
Delivery Date:
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(a)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(b)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(c)
    
    for the [**] [Confidential Treatment] days the rate shall [**] [Confidential Treatment] per day;(d)
    
    for [**] [Confidential Treatment] the rate shall be [**] [Confidential Treatment] per day;
 (iii)
    
    if the Builder shall have given to the Buyer more than ninety (90) days but
less than or equal to one hundred and eighty (180) days notice of the delay in delivery
prior to the Delivery Date:
 (a)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(b)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(c)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(d)
    
    for [**] [Confidential Treatment] the rate shall be EUR [**] [Confidential Treatment] per day;
 (iv)
    
    if the Builder shall have given to the Buyer more than one hundred and eighty
(180) days notice of the delay in delivery prior to the Delivery Date:
 (a)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(b)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;(c)
    
    for the [**] [Confidential Treatment] days the rate shall be [**] [Confidential Treatment] per day;
  - 35 -




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2.18
    
    In no event shall the aggregate of final liquidated damages payable by the Builder to the
Buyer in accordance with this Clause 2 exceed [**] [Confidential Treatment].2.19
    
    The amounts of all liquidated damages payable under this Clause 2 shall be determined and
paid to the Buyer on delivery of the Ship or when applicable on termination of the Contract.2.20
    
    The parties acknowledge and agree that:
 (i)
    
    the liquidated damages provided for in the sub-clauses of Clause 2 in respect
of speed, deadweight, fuel consumption, sound and vibration, and delay are cumulative
and not exclusive so that, when applicable, the Buyer may claim under one or more of
such sub-clauses in respect of the same event; and(ii)
    
    subject always and without prejudice to the guarantee provisions in Article 7
Clause 2 and to the termination provisions in Article 9 Clause 2, the liquidated
damages provided for in this Clause 2 shall be the only compensation recoverable by the
Buyer in respect of the breaches of Contract to which they relate and, in particular,
the Builder shall not be liable for any loss of profit, loss of revenue or other
consequential losses resulting from such breaches.
 2.21
    
    The Builder hereby irrevocably and unconditionally waives all rights whatsoever to claim that
the any of the entitlements intended to be conferred on the Buyer to claim liquidated damages
under any of the express provisions of this Contract are in any manner or to any extent void,
invalid or unenforceable as being in the nature of penalties. However, if for any reason the
enforcement of any of the Buyers claims for liquidated damages is prohibited by any
applicable law or if any express provision of this Contract relating to liquidated damages is
rendered void, invalid or enforceable by applicable law, the Builder shall nonetheless be
liable to pay general damages in respect of the relevant breach of its obligations under this
Contract provided thatthe Builders liability in such circumstances shall not exceed the
liability that the Builder would have had to pay liquidated damages for such breach under the
express provisions of this Contract.
 End of Article 6
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ARTICLE 7: DELIVERY AND GUARANTEE
 1.
    
    DELIVERY AND ACCEPTANCE1.1
    
    The Ship shall be ready for delivery at the Shipyard on the 31 May 2010 (the Delivery
Date). The Ship shall not be delivered before this date without the express written approval
of the Buyer. When:
 (i)
    
    the Builder has completed the Work in compliance with this Contract, the Plans
and the Specification;(ii)
    
    all tests have been performed and completed in accordance with this Contract,
the Plans and the Specification, the parties have agreed the Defects List, and the
remedial plan and timetable referred to in Article 6, Clause 1.15;(iii)
    
    the Ship (a) (in accordance with the Builders usual practices and to their
usual standards for ships of this type) has been cleaned and prepared so that she is
ready to take on a full complement of passengers, officers, crew and staff, and (b) is
in all other respects ready to enter service as a passenger cruise ship;(iv)
    
    the Builder has removed from the Ship all unused construction materials and
debris, and otherwise left the Ship in a clean and safe ready for sea condition,
 the Builder shall tender the Ship for delivery to the Buyer safely afloat alongside a safe
and accessible quay at the Shipyard where there must be sufficient water for the Ship always
to remain afloat and from where there must be direct, free, unimpeded, safe and lawful
access to international waters provided thatthe Builder shall have given to the Buyer not
less than 15 (fifteen) Working Days definite, prior written notice of delivery.1.2
    
    The Builder shall deliver the Ship to the Buyer with full title guarantee, and free
and clear of all encumbrances (including, without limitation, all Mortgages) whatsoever.1.3
    
    On delivery of the Ship the Builder shall also deliver the following documents
(together, the Delivery Documents):
 (i)
    
    a Protocol of Delivery and Acceptance in the form of Schedule 2 confirming
delivery of the Ship to, and acceptance and taking possession of the Ship by, the Buyer
pursuant to this Contract, executed in two original counterparts by the Builder and the
Buyer and stating the date and (local) time of such delivery and acceptance;(ii)
    
    a declaration of warranty by the Builder in a mutually agreed form confirming
that the Ship is delivered to the Buyer free and clear of all encumbrances whatsoever
(including, without limitation, all Mortgages and other obligations and all liabilities
of the Builder arising from the financing, the construction or the operation of the
Ship for the purposes of the tests or otherwise before delivery) and that the Ship is
absolutely free of all burdens in the nature of imposts, taxes or other charges imposed
by the national, provincial, local or port authorities of France;
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(iii)
    
    a detailed inventory showing the machinery and equipment installed on the
Ship and the spares, stores and other consumable items delivered with the Ship;(iv)
    
    the makers certificates, Subcontractors instruction books, and all of the
Classification Society, trading and other certificates (each free of conditions,
qualifications, recommendations, reservations and restrictions) required to be supplied
upon delivery of the Ship pursuant to this Contract and the Specification, and the
Buyer will accept provisional certificates provided that: (a) they do not to any extent
impair the Buyers ability to register, finance, insure or operate the Ship in its
intended service; and (b) the Builder undertakes to deliver fully compliant permanent
certificates as soon as they are available from the relevant issuing authority;(v)
    
    a protocol showing the results of the tests;(vi)
    
    a non-registration or deletion certificate issued by the competent French
authorities;(vii)
    
    a commercial invoice for the Ship and all other amounts payable by the Buyer
on delivery;(viii)
    
    a builders certificate in a form acceptable to the Buyer, notarised and
legalised in accordance with the Buyers instructions, and such other written
instruments as may be strictly necessary, to confirm that full and clean title in the
Ship has been vested in the Buyer and to enable the Buyer to register the Ship under
the Flag State;(ix)
    
    a full set of the drawings, plans and other construction documents provided
for in the Specification;(x)
    
    if required by the Buyers financiers, such documents as may be necessary to
prove the authority of the parties respective representatives to sign the documents to
be executed on behalf of the Builder and the Buyer in connection with delivery of the
Ship.
 1.4
    
    Acceptance of the Ship by the Buyer shall be accomplished by:
 (i)
    
    the signature by the Buyer and the Builder of two (2) original counterparts of
the Protocol of Delivery and Acceptance; and(ii)
    
    payment by the Buyer to the Builder of that part of the Contract Price and all
other sums that the Buyer is required to pay upon delivery of the Ship pursuant to the
provisions of this Contract.
 1.5
    
    The Buyer shall be afforded five (5) days free of any wharfage or any other charge,
and up to three (3) further days at the usual wharfage fee charged by the relevant port
authority, within which to remove the Ship from her point of delivery.
 1.6
    
    The following consumables remaining on board at delivery of the Ship shall be jointly
inventoried by the Builder and the Buyer, and the Buyer shall pay for them at the Builders
actual cost price: lubricating oils in storage tanks, fresh water, diesel oils and
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fuel oils. The Builder shall remove all waste-oil and sludge from the Ship at the Builders
risk and expense prior to delivery. The Buyer shall not be obliged to pay for the Ships
ballast.
 1.7
    
    Acceptance of the Ship and the related Delivery Documents by the Buyer under this
Clause 1:
 (i)
    
    shall signify that the Buyer has taken possession and the risk of loss of the
Ship and the related Delivery Documents as of the time and date set out in the Protocol
of Delivery and Acceptance and that the Builder may terminate the Insurances; and(ii)
    
    shall not be deemed to constitute a waiver of or otherwise prejudice any of
the Buyers rights under Clause 2 of this Article 7 with respect to any defect, whether
known or unknown, and whether or not noted in any document delivered in connection with
delivery and acceptance of the Ship, which may exist in the Ship at the time it is
accepted by the Buyer, and any such defect may be reported to, and shall be remedied at
the sole and direct risk and expense of, the Builder under the guarantee provided in
Clause 2.
 1.8
    
    At the time of the Ships delivery to the Buyer under this Contract, the Buyer will
register the Ship under the flag and laws of the Bahamas (the Flag State), with Nassau as
the Ships home port, and all fees and charges relating to such registration shall be for the
account of the Buyer.2.
    
    GUARANTEE2.1
    
    Subject to the express provisions of this Clause 2, the Builder guarantees the Ship and
all Parts against all defects for the period of [**] [Confidential Treatment],
(subject to any extension thereof as provided for in this Clause 2) from the date of the
Ships actual delivery to the Buyer under Article 7, Clause 1.4 (the Guarantee Period).2.2
    
    In calculating the length of the Guarantee Period there shall be excluded any day(s)
during which the Ship is prevented from entering or is taken out of service solely on account
of any defect in the Ship or in any Part for which the Builder is responsible under this
Clause 2.2.3
    
    Where any defect in the Ship or any Part is remedied during or after the Guarantee
Period, the Builders guarantee under this Clause 2 shall apply to such remedial Work for the
longer of [**] [Confidential Treatment] from the date on which the remedial Work was
completed and the end of the period specified in Clause 2.1 above so that the Guarantee Period
for such items shall not exceed [**] [Confidential Treatment]. The [**] [Confidential Treatment] time limit shall apply to the Guarantee Period as calculated under the
provisions of this Clause 2.2.4
    
    If any remedial works made or agreed to be made by or on behalf of the Builder
before, during or within 30 days after the Guarantee Period (or any extension thereof under
this Clause 2) indicate any recurring defect (meaning any defect that requires two (2) or more
 - 39 -




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repairs, replacements or modifications due to the same cause), the Builder shall take the
following steps as soon as reasonably possible:
 (i)
    
    promptly perform a root cause analysis; and(ii)
    
    ascertain the root cause of such recurring defect and the design modification
or other remedial Work required to implement a full and final solution; and(iii)
    
    remedy such recurring defect, and its root cause, in order to avoid a
continuation or repetition of such recurring defect.
 If it is not possible for any defect covered by the Builders guarantee under this Clause 2
to be fully and finally remedied within the Guarantee Period defined above, both the
Guarantee Period and the Builders guarantee obligations under this Clause 2 shall be deemed
to be extended in respect of such defect until either the Builder has implemented a remedial
solution or the Builder has made a commercial settlement with the Buyer which is (in either
case) reasonably satisfactory to the Buyer.2.5
    
    The Builder shall not be responsible for the remedy of any defect if it is due to:
 (i)
    
    perils of the sea, accident (subject to Builders responsibility under Clause
2.12), negligence (but excluding negligence on the part of the Builder), or improper
maintenance or handling (including, without limitation, overloading) of the Ship or any
Parts;(ii)
    
    use of fuels or lubricants not recommended by the relevant manufacturer; or(iii)
    
    normal wear and tear;(iv)
    
    any fault in (or caused by) any Buyers Supplies which were properly (a)
received, (b) handled, (c) installed or incorporated in, (d) stowed on, or (e)
otherwise delivered with the Ship by the Builder in accordance with all of the
requirements of this Contract, the Plans and the Specification; or(v)
    
    subject to the other express provisions of this Clause 2, repairs carried out
by anyone other than the Builder, its Subcontractors or other persons nominated or
approved by the Builder.
 2.6
    
    The Buyer shall give written notice to the Builder as soon as possible and in any
event within fourteen (14) days after the discovery of any defect for which a claim is made
under this Clause 2 and, a copy of each such notice shall also be given to the guarantee
engineer, who shall acknowledge receipt by his signature thereof. The Buyers notice shall
give full details (so far as possible) as to the nature of the defect and the extent of any
damage caused thereby.
 2.7
    
    Within thirty (30) days after the end of the first [**] [Confidential Treatment] referred to in Clause 2.1 as extended by the operation of Clause 2.2, the Buyer (in
consultation with the guarantee engineer) will draw up, and send to the Builder, a list
identifying every defect for which a claim which is existing on the last day of such period is
to be made under this Clause 2 provided thatthis Clause 2.7 will not preclude
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the Buyer from giving notice to the Builder of, and making claims in respect of, any defect
which is covered by the Builders extended guarantee under Clause 2.3.
 2.8
    
    Each defect will be remedied by the Builder as soon as reasonably practicable (and
the necessary remedial works shall be scheduled so as to minimise disruption to the Ships
service and the availability of cabins, public rooms and areas, and other passenger
facilities) or, at the Buyers option, under the instruction or supervision of the Builder at
a suitably qualified shipyard or workshop selected by the Buyer and approved by the Builder
(such approval not to be unreasonably withheld or delayed), and in each case the Builder shall
bear and pay:
 (i)
    
    the cost of all equipment, parts, tools and materials reasonably required and
incurred to remedy the defect (including, without limitation, the cost of delivering
the same to the selected shipyard or workshop by airfreight if the Buyer reasonably so
requires, and the cost of returning any defective equipment, parts and materials);(ii)
    
    the cost of all labour reasonably required and incurred to remedy the defect
including, without limitation, the expenses of independent contractors in travelling to
the Ship;(iii)
    
    the cost of any necessary underwater inspection of the Ship by divers; and(iv)
    
    where the Ship is drydocked exclusively on account of the need to remedy any
defect in the Ships external underwater parts at any time before the Ships first
scheduled drydocking after delivery (provided that the remedy of such defect cannot
reasonably be postponed until the Ships first scheduled drydocking), the drydocking
costs and the costs of remedying any defect that is covered by the Builders guarantee
obligations under this Clause 2.
    - 41 -




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2.9
    
    At the Buyers request after final completion of the remedial works to be made or
paid for by the Builder under this Clause 2 in respect of a particular aspect of the Work or
any Part, the Builder will:
 (i)
    
    assign to the Buyer, to the fullest extent possible and without any charge to
the Buyer, that part of every contractual warranty or guarantee given by any
Subcontractor with respect to the particular aspect of the Work or Part which extends
beyond the Guarantee Period or which is otherwise more favourable to the Buyer than the
guarantee of the Builder under this Clause 2; or(ii)
    
    if it is not possible fully and effectively to assign the relevant part of any
such contractual warranty or guarantee, hold and enforce the relevant contractual
warranty and guarantee as trustee and agent for the Buyer and promptly account to the
Buyer for all monies received in or pursuant to the holding or enforcement of any such
contractual warranty or guarantee.
 2.10
    
    The Builder shall, at its sole risk and expense (except for the cost of suitable
accommodation and food on board the Ship which shall be supplied free of charge by the Buyer),
employ and place a suitably qualified and experienced English-speaking guarantee engineer
acceptable to the Buyer on board the Ship for so long as the Buyer may reasonably require
during the Guarantee Period and thereafter until the Builder has remedied every defect to
which this Clause 2 applies but in any event no more than 180 (one hundred and eighty) days in
aggregate. Not later than fifteen (15) days before delivery of the Ship, the Builder shall
provide to the Buyer for its approval (which is not to be unreasonably withheld) the name and
credentials of the proposed guarantee engineer. If at any time the Buyer considers the
guarantee engineers performance of his duties to be unsatisfactory, the Buyer may by notice
to the Builder request the replacement of the guarantee engineer. The Builder shall promptly
investigate the Buyers complaint and, if the complaint is justified, the Builder shall
(without any cost or liability to the Buyer) effect a suitable replacement acceptable to the
Buyer as soon as may be practicable in the prevailing circumstances.2.11
    
    If:
 (i)
    
    any defect in the Ships external underwater parts is discovered during the
Guarantee Period or the period of thirty (30) days referred to in Clause 2.7; or(ii)
    
    any defect in the Ships external underwater parts is discovered either during
the Ships first scheduled drydocking after delivery provided thatthe first scheduled
dry-docking occurs within twenty-four months after delivery of the Ship or, if there is
no scheduled dry-docking within this period, under a joint underwater inspection under
Classification Society supervision which is to be carried out as close to the end of
such twenty four months period as may be convenient having regard to the Ships
itinerary and the need to select a suitable location for such under water inspection.
The costs (including the costs of attendance of the Classification Societys
representative) of such inspection shall be borne by the
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Builder if any defect is discovered for which the Builder is responsible under this
Clause 2 and otherwise such costs shall be borne by the Buyer,
 and if the Classification Society imposes a condition in respect of a defect in such
underwater parts for which the Builder is responsible under this Clause 2 and requires the
defect to be remedied before the next Ships scheduled drydocking the Builder shall be
responsible for the necessary remedial works and the associated drydocking costs.
Otherwise, the Buyer shall bear and pay for the haul day and any associated drydocking costs
incurred in the ordinary course of the Ships next scheduled drydocking maintenance and the
Builder, in addition to the costs of all necessary remedial works, shall bear and pay for
such additional drydocking day(s) as may be required to remedy such defect.2.12
    
    Without prejudice to the Builders obligations and liabilities under the other
express provisions of this Clause 2, the Builder shall not be responsible for any loss or
damage caused by any defect except:
 (i)
    
    that, in addition to the other guarantee obligations specified in this Clause
2, the Builder shall be obliged to remedy (or, as provided for in the preceding
paragraphs of this Clause 2, to pay for the remedy of) any equipment or part of the
Ship that is physically damaged as a direct and proximate result of any defect covered
by the Builders guarantee under this Clause 2;(ii)
    
    for any physical damage directly caused by the Builders remedy of any defect;
and(iii)
    
    for any physical damage directly caused by the wrongful refusal or failure of
the Builder or its Subcontractors to remedy (or authorise the remedy) of any defect.
 2.13
    
    Any sum(s) payable by the Builder under this Clause 2 shall be due and payable as
set out in Article 8.2.14
    
    Except as otherwise expressly provided in Clause 2.11, the Builder shall not be
responsible or liable for any defect discovered after the expiry of the Guarantee Period (as
the same is defined and extended pursuant to this Clause 2), loss of time due to repair or for
any loss of profit, loss of revenue or other consequential losses suffered by the Buyer by
reason of any defect. Furthermore, the guarantee under this Clause 2 replaces and excludes
any warranty, liability, term and/or condition imposed or implied by any law, custom or usage
and  save as otherwise expressly provided for in this Contract, the Plans or the
Specification  the Builder makes no warranty/condition of merchantability or fitness of the
Ship or any Part thereof for any particular purpose.
 End of Article 7
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ARTICLE 8: CONTRACT PRICE AND PAYMENT TERMS
 1.
    
    CONTRACT PRICE1.1
    
    The Contract Price for the Ship:
 (i)
    
    shall be EUR735,000,000 (seven hundred and thirty five million euros); and(ii)
    
    is a fixed price and may be adjusted only in strict accordance with, and
subject to, the express provisions of this Contract.
 1.2
    
    For the avoidance of doubt:
 (i)
    
    the Contract Price includes the cost of the Ship, completed in accordance with
the requirements of this Contract, the Specification and the Plans;(ii)
    
    the Contract Price includes the cost of all Work and the cost of all surveys,
tests and trials of the Ship to be performed by, or on behalf of, the Builder or any
third parties including the Classification Society and the Regulatory Authorities;(iii)
    
    the Contract Price includes the cost of procuring the classification notation
for the Ship, and of obtaining all certificates and other documents which are required
to be delivered pursuant to this Contract, the Specification and the Plans;(iv)
    
    the Contract Price includes all other costs and expenses of the Builder as
provided for herein or otherwise incurred by the Builder unless expressly provided for
in this Contract as being for the Buyers account;(v)
    
    without prejudice to the express rights and obligations of either party under
the other provisions of this Contract (including, without limitation, in relation to
AOMs agreed between the parties), the Buyer shall have no liability for any increases
in the Builders costs of performing the Contract of any nature whatsoever; and(vi)
    
    all fees and charges incidental to the registration of the Ship under the flag
and laws of the Flag State shall be for the account of the Buyer.
 2.
    
    PAYMENTS2.1
    
    Payment of the Contract Price shall be made to the Builder as follows:
 (i)
    
    [**] [Confidential Treatment],
within 3 (three) Working Days after the Effective Date;(ii)
    
    [**] [Confidential Treatment], on
first steel cutting but not before [**] [Confidential Treatment];(iii)
    
    [**] [Confidential Treatment],
on completion of keel laying (and for these purposes keel laying will be deemed to have
taken place when the first prefabricated steel block has been completed
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and located in its final position in the building dock at the Shipyard) but not
before [**] [Confidential Treatment];
 (iv)
    
    [**] [Confidential Treatment], on
the date the Ship is launched into the water at the Shipyard (and for these purposes
launching will be deemed to have taken place when the Ship is safely afloat provided
thatthe Ships hull and primary internal structural parts are by then fully welded out
and that the Classification Society has confirmed in writing that there is adequate
completion of the hull for launching) but not before [**] [Confidential Treatment]; and(v)
    
    the balance of the Contract Price, on the date of delivery and acceptance of
the Ship and the Delivery Documents in accordance with the express provisions of this
Contract.
 2.2
    
    The Builder shall by not less than fourteen (14) days advance written notice advise
the Buyer of the date upon which each of the payments referred to sub-clauses 2.1(ii) to (iv)
shall become due and payable and, in addition, the notice given in relation to sub-clause
2.1(v) will show (in reasonable detail and on an open-book basis as this expression is
defined in Article 3) the Builders calculation of the balance of the Contract Price payable
on delivery of the Ship and, in particular, the amounts of any reductions in or additions to
the Contract Price occasioned by the terms and conditions of this Contract.2.3
    
    The Buyers obligations to make the payments referred to in sub-clauses 2.1(i) to
(iv) shall, in the case of each such payment, be subject to and conditional upon the Buyers
receipt of:
 (i)
    
    the Builders invoice for the relevant payment; and(ii)
    
    an irrevocable refund guarantee (Refund Guarantee) issued in favour of the
Buyer in the form set out in Schedule 2 by a first class bank, insurance company or
financial institution (Refund Guarantor) acceptable to the Buyer (such acceptance not
to be unreasonably withheld) securing the refund to the Buyer of the relevant payment
together with interest thereon at the Relevant Rate calculated from the date of the
Builders receipt of such payment to the date of the Buyers receipt of the refund.
 The Buyers obligation to make the payment referred to in sub-clause 2.1(v) shall be subject
to and conditional upon the Buyers receipt of the Builders invoice for the relevant
payment and signature of the Protocol of Delivery and Acceptance on behalf of the Buyer and
the Builder.2.4
    
    The other payments from time to time due under this Contract shall be made as
follows:
 (i)
    
    any amount for which a specific payment date is stipulated in this Contract
shall be paid on such date;(ii)
    
    payment or credits for any modifications pursuant to Article 3 (together with
an appropriate interest payment or credit, calculated at the Relevant Rate, from the
date(s) specified in the relevant AOMS or as determined under Article 13,
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Clause) shall be made simultaneously with delivery of the Ship and the relevant
amounts shall be shown in the invoices to be issued and delivered by the Builder in
respect of the Contract Price under Clause 2.1 (v);
 (iii)
    
    payment of any other amounts accruing prior to delivery shall be made
simultaneously with delivery of the Ship, and the relevant amounts shall be shown in
the invoice to be issued and delivered by the Builder in respect of the Contract Price
payment referred to in Clause 2.1(v) and(iv)
    
    for any amount accruing after delivery in respect of a defect covered by the
Builders guarantee under this Contract, payment shall be made as follows:
 (a)
    
    if the parties agree that the defect in question is covered by the
Builders guarantee under this Contract, not later than fifteen (15) days
after the Builders receipt of an invoice for the defect remedied pursuant to
Clause 2 in Article 7; or(b)
    
    if there is a Dispute as to whether or not the defect is covered by
the Builders guarantee under this Contract, on the date on which it is
finally determined or adjudged to be a defect under Article 13, together with
interest thereon at the Relevant Rate calculated from the date of the
Builders receipt of an invoice for the defect remedied pursuant to Clause 2
in Article 7 up to and including the date of the Buyers receipt of the
relevant amount.
 2.5
    
    Every amount from time to time due under this Contract but unpaid for longer than
three (3) days from (and excluding) the due date shall bear interest at the Relevant Rate from
the due date up to and including the date of receipt by the party to which the amount is owed.2.6
    
    If the Buyer fails to make any payment when it is due under sub Clauses 2.1(i), (ii),
(iii) or (iv), such failure is not due to a default or breach of this Contract by the Builder,
and such failure continues for longer than seven (7) days from (and excluding) the due date,
then without prejudice to its other obligations under this Contract the Builder shall be
entitled (after giving written notice to the Buyer) to suspend performance of all Work from
the date on which the notice is given until the date of receipt of the unpaid sum in the
Builders Account. In the event of such a suspension, the Delivery Date shall be automatically
extended by the actual period of suspension of the Work.2.7
    
    All amounts payable to the Builder under this Contract shall be paid direct to the
Builders Account, and the Builder and the Buyer shall consult with each other about the mode
of payment with a view to reducing the amount of any applicable bank transfer charges.2.8
    
    All payments made by the Buyer to the Builder on account of the Contract Price before
delivery and acceptance of the Ship shall be in the nature of advances to the Builder.2.9
    
    Neither party shall be entitled to set off any claims against payments due to the
other under this Contract.
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2.10
    
    Payments made by either party to the other under this Contract shall not be
construed as a waiver of the right of one party to challenge the other as to the amount due or
the due date of any such payments.2.11
    
    All fees, costs and other charges (including taxes and other amounts payable in
respect of bank transfers) whatsoever arising in connection with:
 (i)
    
    each guarantee issued under Clause 2.3 (including, without limitation, fees and
other costs or charges payable to the relevant bank(s) and/or insurance company(ies) in
respect of the issuance and maintenance thereof) shall be borne and paid by the
Builder; and(ii)
    
    the remittance of payments made under this Contract shall be borne and paid by
the paying party.
 2.12
    
    The euro is the currency of account and payment for each and every sum at any time
due from either party to the other under or in connection with this Contract.
 End of Article 8
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ARTICLE 9: TERMINATION
 1.
    
    TERMINATION BY BUILDER1.1
    
    Each of the following events shall be a Builder Termination Event for the purposes of
this Contract:
 (i)
    
    if the Buyer fails to pay any part of the Contract Price under any of Clauses
2.1 (i), (ii), (iii) or (iv) in Article 8 on the due date for such payment and such
failure is not remedied within ten (10) Working Days after the receipt by the Buyer of
a written notice from the Builder notifying the Buyer of such failure and requesting
remedial action; or(ii)
    
    if the Buyer fails to accept delivery of (and pay the balance of the Contract
Price for) the Ship within two (2) Working Days after the Ship and the related Delivery
Documents have been duly tendered for delivery by the Builder in compliance with this
Contract, the Plans and the Specification; or(iii)
    
    if any of the following events or circumstances shall occur before the Buyer
has accepted delivery of the Ship and paid the balance of the Contract Price (a) a
final order shall be made or an effective resolution shall be passed for the winding up
of the Buyer (otherwise than by a members voluntary winding up for the purpose of an
amalgamation or reconstruction on terms previously approved by the Builder, which
approval shall not be unreasonably withheld) or (b) a receiver shall be appointed in
respect of the whole or any substantial part of the undertaking of the Buyer or (c) the
Buyer shall suspend the payment of its debts or (d) the Buyer shall make an arrangement
or composition with its creditors generally or (e) the Buyer shall apply to any court
for protection from its creditors generally or (f) the Buyer shall be unable, or shall
admit its inability, to pay its debts as they fall due or it shall become or shall be
declared insolvent under any applicable law or (g) the Buyer defaults the loan
agreement relating to the purchase of the Ship for reasons not attributable to the
Builder as a result of which the Buyers financiers terminate their commitment to
finance the Ship unless the relevant financing arrangements are reconstituted in a
manner reasonably acceptable to the Builder within thirty (30) days or (h) any
distress, execution, attachment or other process shall affect the whole or any
substantial part of the Buyers business and assets and shall remain undischarged for a
period exceeding 21 (twenty one) days or (i) the whole or any substantial part of the
Buyers business and assets shall be subject to Compulsory Acquisition by the Bermudian
government or any agency thereof for a period exceeding 30 (thirty) days or (j) the
Buyers Performance Guarantee or the security thereby given is or becomes wholly or
partially invalid, ineffective or unenforceable or the Buyers Guarantor becomes
insolvent or enters into proceedings similar to any of those referred to in any of
paragraphs (a) to (f) of this Clause 1.1(iii) and the Buyer is unable to propose a
substitute guarantee and / or guarantor acceptable to the Builder (such acceptance not
to be unreasonably withheld) within ten (10) Working Days after the receipt by the
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Buyer of a written notice from the Builder requiring replacement of the Buyers
Guarantor; or
 (iv)
    
    if the Buyer commits a material breach of any of its material obligations
under this Contract and fails to remedy any such breach within 60 (sixty) days after
receipt of written notice from the Builder requesting remedial action.
 1.2
    
    At any time after a Builder Termination Event shall have occurred and be continuing,
the Builder may, by written notice to the Buyer, terminate this Contract whereupon:
 (i)
    
    title in the Buyers Supplies owned by the Buyer which have been installed or
incorporated in the Ship before termination shall pass to the Builder; and(ii)
    
    the Builder shall retain and apply (in the manner provided for in Clauses 1.4
and 1.5) all payments previously made by the Buyer to the Builder under this Contract.
 1.3
    
    If the Builder terminates this Contract under Clause 1.2, it may in its free
discretion decide either to complete or not to complete the Ship and thereafter the Builder
shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts
and the Buyers Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or
private sale.
 1.4
    
    If the Builder elects to sell the Ship in its completed state the proceeds of sale
received by the Builder, and all amounts retained by the Builder under Clause 1.2 (ii) plus a
credit for the value of Buyers Supplies previously delivered by the Buyer and either retained
by the Builder or its Subcontractors or sold by any of them, shall be applied as follows:
 (i)
    
    firstly, in payment of all unpaid instalments of the Contract Price as at the
date of termination together with interest thereon at the Relevant Rate from the
respective due dates for payment thereof to the date of application;(ii)
    
    secondly, in payment of any other amounts payable by the Buyer to the Builder
under the express provisions of this Contract as at the date of termination together
with interest thereon at the Relevant Rate from the respective due dates for payment
thereof to the date of application;(iii)
    
    thirdly, in payment of the Builders loss of profit being the proved
difference (if any) between the profit that the Builder could reasonably have expected
to earn if the Contract had not been terminated and the profit actually earned from the
sale of the Ship in its completed state; and(iv)
    
    finally, in payment of any remaining balance to the Buyer,
 provided thatif the total of such proceeds of sale, such retained amounts and such credit
shall be less than the balance due to the Builder under paragraphs (i), (ii) and (iii) of
this Clause 1.4, the difference shall be paid by the Buyer to the Builder.1.5
    
    If the Builder elects to sell the Ship in its incomplete state the proceeds of sale
received by the Builder, and all amounts retained by the Builder under Clause 1.2(ii) plus a
credit
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for the value of Buyers Supplies previously delivered by the Buyer and either retained by
the Builder or its Subcontractors or sold by any of them, shall be applied as follows:
 (i)
    
    firstly, in payment of all costs necessarily and reasonably incurred by the
Builder in preparing the Ship for sale (to the extent not already covered by the
payments referred to in Clause 1.2(ii) above) together with interest thereon at the
Relevant Rate;(ii)
    
    secondly, in payment of the Builders loss of profit being the proved
difference (if any) between the profit that the Builder could reasonably have expected
to earn if the Contract had not been terminated and the profit actually earned from the
sale of the Ship in its incomplete state; and(iii)
    
    finally, in payment of any remaining balance to the Buyer,
 provided thatif the total of such proceeds of sale, such retained amounts and such credit
shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this
Clause 1.5, the difference shall be paid by the Buyer to the Builder.2.
    
    TERMINATION BY BUYER2.1
    
    Each of the following events shall be a Buyer Termination Event for the purposes of
this Contract:
 (i)
    
    if (a) at any time the Buyer can demonstrate clearly that delivery will not be
made, for whatever reason or combination of reasons (excepting reasons which entitle
the Builder to extension of the Delivery Date under Article 5 or reasons attributable
to the Buyer), by the date falling [**] [Confidential Treatment] from [**] [Confidential Treatment] or (b) delivery has not
been made, for whatever reason or combination of reasons (excepting only one or more
independent defaults by the Buyer), by the date falling [**] [Confidential Treatment] from [**] [Confidential Treatment];(ii)
    
    if the Buyer becomes entitled to terminate this Contract under Clause 3.2 in
Article 4 or any of Clauses 2.3, 2.7, 2.9, 2.12, 2.14 or 2.17 in Article 6;(iii)
    
    if the Builder commits a material breach of any of its material obligations
under this Contract and fails to remedy any such breach within 60 (sixty) days after
receipt of written notice from the Buyer requesting remedial action;(iv)
    
    if (a) any guarantee issued in favour of the Buyer under this Contract, or the
security thereby given, is or becomes wholly or partially invalid, ineffective or
unenforceable or (b) the issuer of any such guarantee becomes insolvent or enters into
or is subject to any proceedings similar to any of those referred to in any of
paragraphs (a) to (g) of Clause 2.1(vi), unless the Builder replaces any such guarantee
and (as the case may be) issuer with a new guarantee and (as the case may be) issuer
complying with Clause 2.3(ii) of Article 8 within ten (10) Working Days after receipt
of written notice from the Buyer requiring such replacement; or
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(v)
    
    if either (a) the Builder shall fail at any time to effect or maintain the
Insurances, or any insurer shall avoid or cancel the Insurances or the Builder shall
commit any breach of or make any misrepresentation in respect of the Insurances the
result of which is to entitle the insurers to avoid the cover or otherwise to be
excused or released from any or all of their liabilities thereunder, or (b) any of the
Insurances shall cease for any reason whatsoever to be in full force and effect, unless
the Insurances are re-instated or reconstituted in a manner meeting the requirements of
this Contract within seven (7) days; or
 (vi)
    
    if (a) a final order shall be made or an effective resolution shall be passed
for the winding up of the Builder (otherwise than by a members voluntary winding up
for the purposes of amalgamation or reconstruction on terms previously approved by the
Buyer, which approval shall not be unreasonably withheld) or (b) a receiver shall be
appointed in respect of the whole or any substantial part of the undertaking of the
Builder or (c) the Builder shall suspend the payment of its debts or (d) the Builder
shall make an arrangement or composition with its creditors generally or (e) the
Builder shall apply to any court for protection from its creditors generally or (f) the
Builder shall be unable, or shall admit its inability, to pay its debts as they fall
due or it shall become or shall be declared insolvent under any applicable law or (g)
any distress, execution, attachment or other process shall affect the whole or any
substantial part of the Builders business or assets and shall remain undischarged for
a period exceeding 21 (twenty one) days or (h) the Builder defaults any loan agreement
relating to the construction of the Ship for reasons not attributable to the Buyer as a
result of which the Builders financiers (including the holder of any mortgage or the
beneficiary of any other security granted by the Builder over the Ship, any Parts or
the Insurances) terminate their commitment to finance the construction of the Ship or
commence the enforcement of their rights against the Builder, the Ship, the Parts or
the Insurances) unless the relevant financing arrangements are reconstituted in a
manner reasonably acceptable to the Buyer within thirty (30) days or (i) the Ship or
the whole or any substantial part of the Builders business or assets shall be subject
to Compulsory Acquisition by the French government or any agency thereof for a period
exceeding 30 (thirty) days.
 2.2
    
    At any time after a Buyer Termination Event shall have occurred and be continuing the
Buyer may by notice to the Builder terminate this Contract and thereafter the Buyer may (in
its free discretion) exercise any of the remedies provided for in Clause 2.3.2.3
    
    The Buyer may:
 (i)
    
    retain and/or claim from the Builder all liquidated damages paid or payable by
the Builder to the Buyer under Clause 2.17 in Article 6 subject to the following
limits:
 (a)
    
    if the Builder shall have given the Buyer more than one hundred and
eighty (180) days notice of the delay in delivery prior to the Delivery Date,
in no event shall the aggregate final liquidated damages payable by the
Builder to the Buyer in respect of such delay exceeds the sum of
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[**] [Confidential Treatment] (b)
    
    if the Builder shall have given the Buyer more than ninety (90) days
and less than or equal to one hundred and eighty two (182) days notice of the
delay in delivery prior to the Delivery Date, in no event shall the aggregate
final liquidated damages payable by the Builder to the Buyer in respect of
such delay exceeds the sum of [**] [Confidential Treatment];(c)
    
    if the Builder shall have given the Buyer less than or equal to
ninety (90) days notice of the delay in delivery prior to the Delivery Date,
in no event shall the aggregate final liquidated damages payable by the
Builder to the Buyer in respect of such delay exceeds the sum of [**] [Confidential Treatment];
 (ii)
    
    may also claim from the Builder the aggregate of (a) all payments previously
made by the Buyer to the Builder under this Contract on account of the Contract Price
together with interest thereon at the Relevant Rate calculated from the date upon which
the Builder received each such payment to the date on which the refund is received by
the Buyer, (b) the return, free of all encumbrances whatsoever, of any Buyers Supplies
that have not been built into or installed on or in the Ship or which may be removed
from the Ship, the Shipyard or other place(s) where they are stored and the Buyers
Supply Costs for all other such Buyers Supplies that cannot be returned to the Buyer,
and (c) all other amounts payable by the Builder to the Buyer under the express
provisions of this Contract together with interest thereon at the Relevant Rate from
the respective due dates until the date of actual payment of each such amount; and(iii)
    
    if the Buyers right to terminate the Builders engagement under this
Contract (whether under Articles 4 and/or 9 or otherwise) becomes exercisable as a
result of any gross negligence or wilful misconduct on the part of the Builder the
Buyer shall, in addition to the payments referred to in sub-clauses 2.3(i) and (ii), be
entitled to claim from the Builder, as agreed liquidated damages for loss of this
Contract and not as a penalty, an amount equivalent to [**] [Confidential Treatment].
 3.
    
    TERMINATION BY EITHER PARTYThe Builders receipt of all payments to be made by the Buyer under the express
provisions of Article 9 or, as the case may be, the Buyers receipt of all payments to be
made by the Builder under the express provisions of Article 9 shall operate as a full and
final settlement and discharge of all obligations and liabilities of the relevant party to
the other under this Contract save for any obligations and liabilities of either party in
respect of any costs payable in connection with any references or proceedings under Article
13.
 End of Article 9
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ARTICLE 10: REPRESENTATIONS, COVENANTS AND INDEMNITIES
 1.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS1.1
    
    Each party acknowledges that the other has entered into this Contract in full reliance
on the representations set out in this Clause 1 and each party (in either case, the
warrantor) warrants that such representations are in all respects true, accurate and not
misleading in any respect.1.2
    
    The Warrantor represents and warrants to the other party that:
 (i)
    
    all acts, conditions and things required to be done, fulfilled and performed in
order (a) to enable it lawfully to enter into, exercise its rights under and perform
and comply with the obligations expressed to be assumed by it in this Contract and (b)
to ensure that the obligations expressed to be assumed by it in this Contract are
legal, valid and binding have been done, fulfilled and performed; and(ii)
    
    no legal proceedings have been started or (to the best of the warrantors
knowledge and belief) threatened which might have a material adverse effect on the
warrantors ability to perform its obligations under this Contract.
 1.3
    
    The Builder further represents and warrants to the Buyer:
 (i)
    
    that neither the execution of this Contract nor the exercise by the Builder of
its rights and performance of its obligations under this Contract will result in any
breach of any French or European Union law, regulation, rule, directive or treaty;(ii)
    
    that it shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals, licences and consents
required in or by the laws, regulations, rules, directives and treaties of France and
the European Union to enable it lawfully to enter into and perform its obligations
under this Contract.
 1.4
    
    The Buyer further represents and warrants to the Builder:
 (i)
    
    that neither the execution of this Contract nor the exercise by the Buyer of
its rights and performance of its obligations under this Contract will result in any
breach of any law, regulation, rule, directive or treaty applicable to the Buyer or any
of the protected parties; and(ii)
    
    that it shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals, licences and consents
required in or by the laws, regulations, rules, directives and treaties of Bermuda to
enable it lawfully to enter into and perform its obligations under this Contract.
 - 53 -




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2.
    
    EXCLUSION OF LIABILITIES2.1
    
    The Builder shall not be liable to the Buyer, any other protected parties or any of its
or their respective representatives, agents or employees for personal injury, including death,
during such time as they or any of them are on board the ship, at the Shipyard or within the
premises of Subcontractors or suppliers of the Builder unless such injury, including death is
caused by the gross negligence or wilful misconduct of the Builder or the representatives,
agents or employees of the Builder. Nor shall the Builder be liable to the Buyer, any other
protected parties or any of its or their respective representatives, agents or employees for
damage to, or loss or destruction of property of the Buyer, the other protected parties or its
or their representatives, agents or employees in France or elsewhere unless such damage, loss
or destruction is caused by the gross negligence or wilful misconduct of the Builder or the
representatives, agents or employees of the Builder.2.2
    
    Neither the Buyer nor any other of the protected parties shall be liable to the
Builder, its representatives, agents or employees for personal injury, including death, during
such time as they or any of them are on board the ship, at the Shipyard or within the premises
of Subcontractors or suppliers of the Builder unless such injury, including death is caused by
the gross negligence or wilful misconduct of the Buyer, other protected parties or the
representatives, agents or employees of the Buyer or other protected parties. Nor shall the
Buyer or any other of the protected parties be liable to the Builder, its representatives,
agents or employees for damage to, or loss or destruction of property of the Builder, its
representatives, agents or employees in France or elsewhere unless such damage, loss or
destruction is caused by the gross negligence or wilful misconduct of the Buyer, other
protected parties or the representatives, agents or employees of the Buyer or other protected
parties.
 End of Article 10
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ARTICLE 11: INTELLECTUAL PROPERTY RIGHTS
 1.
    
    PATENTS, TRADE MARKS AND COPYRIGHTS1.1
    
    The Builder shall procure all such approvals and licenses, and pay all such royalties,
licence fees or other similar charges, on or in connection with:
 (i)
    
    the Ship;(ii)
    
    any Parts (other than Buyers Supplies) installed or incorporated in, stowed
on or otherwise delivered with the Ship; and(iii)
    
    any part of the Work,
 as may be necessary to ensure that the same are delivered to the Buyer and may be owned and
operated by the Buyer (and its successors, assignees and counterparties) without
infringement of any patent, patent right, copyright, trademark, trade secret or other
intellectual property right.1.2
    
    The Builder shall indemnify fully, hold harmless and defend the Buyer and the other
protected parties from and against all actions, claims, costs, liabilities and direct losses
(subject to Article 14, Clause 14) that any of them may suffer or incur as a result of any
actual or alleged infringement of any patents, patent rights, copyrights, trademarks, trade
secrets or other intellectual property rights of any kind or nature on or in connection with
the Ship, the Parts (other than Buyers Supplies) or any part of the Work or the ownership or
the proper use thereof by the Buyer provided thatthis indemnity shall not apply to any such
infringement if the management of the Buyer or the management of any other protected party
knew of the relevant infringement (at any time between the Effective Date and the date of
actual delivery of the Ship) but failed to notify the Builder.1.3
    
    If by reason of any claim for which the Builder is responsible under this Clause 1:
 (i)
    
    the Ship or any Part (other than Buyers Supplies) shall be held to constitute
an infringement of any patent, patent right, copyright, trademark, trade secret or
other intellectual property right; or(ii)
    
    the Buyers free use and possession or quiet enjoyment of the Ship or any such
Part shall be in any manner or to any extent disturbed, interfered with, limited,
restricted or restrained (whether by reason of an actual or threatened arrest,
detention or claim or as a result of any other encumbrance or for any other reasons
whatsoever),
 the Builder shall, at its own expense, promptly take all such steps as may be necessary
fully to restore to the Buyer the free use and possession and quiet enjoyment of the Ship or
such Part including (without limitation) if the Buyer shall so require, by replacing any
infringing Part with a non-infringing Part which is satisfactory to the Buyer and/or the
Classification Society and/or the Regulatory Authorities.1.4
    
    The Buyer shall indemnify fully, hold harmless and defend the Builder from and
against all actions, claims, costs, liabilities and direct losses (subject to the exclusions
referred to
in Article 14, Clause 14) that that it may suffer or incur as a result of any actual or
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alleged infringement of any patents, patent rights, copyrights, trademarks, trade secrets or
other intellectual property rights of any kind or nature on or in connection with any
Buyers Supplies, plans, designs and engineering and design data supplied by the Buyer to
the Builder under or in connection with this Contract provided thatthis indemnity shall not
apply to any such infringement if the management of the Builder knew of the relevant
infringement (at any time between the Effective Date and the date of actual delivery of the
Ship) but failed to notify the Buyer.2.
    
    RIGHTS TO ENGINEERING AND DESIGN DATA2.1
    
    All plans, designs and engineering and design data supplied by the Buyer to the Builder
which are the property of the Buyer shall remain the property of the Buyer, and such plans,
designs and engineering and design data may be used by the Builder only as permitted by this
Clause 2.2.2
    
    All plans, designs and engineering and design data supplied by the Builder to the
Buyer which are the property of the Builder shall remain the property of the Builder, and such
plans, designs and engineering and design data may be used by the Buyer only as permitted by
this Clause 2.2.3
    
    The Builder hereby grants to the Buyer and the other members from time to time of the
Buyers Group an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license to use
the plans, designs, and engineering and design data referred to in Clause 2.2 in connection
with the operation, maintenance, modification, redesign, refurbishment, repair, sale or other
use of the Ship after delivery and such licence to use may be transferred to any charterer or
other operator, to any manager or to any buyer of the Ship for such purposes without the need
to seek or obtain any consent from the Builder, its successors or assigns.2.4
    
    Each party shall take all reasonable precautions to maintain in confidence, and will
not use or permit the use of except as may be necessary for the purposes of the Work  or as
otherwise permitted by the express provisions of this Clause 2  any of the designs, plans and
engineering and design data owned by the other party.2.5
    
    Nothing contained in this Contract shall be construed as transferring any patent,
patent right, copyright, trademark, trade secret or other intellectual property right created
or used in the performance of this Contract, all of which are hereby expressly reserved to the
true and lawful owners thereof.
 End of Article 11
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ARTICLE 12: TAXES AND CONTRACT EXPENSES
 1.
    
    TAXES AND CONTRACT EXPENSES1.1
    
    The Builder shall be solely responsible for and shall pay or cause to be paid, without
recourse to the Buyer or any member of the Buyers Group, all taxes of any kind whatsoever
that are imposed, determined or assessed in any of the following jurisdictions (the relevant
jurisdictions) France or (if different) the country of the Shipyard or the country of any
Subcontractor, in connection with: (i) the making, execution and performance of this Contract
by the Builder; (ii) the construction, sale, delivery and export of the Ship in and from any
of the relevant jurisdictions; (iii) the manufacture in, and importation and exportation of
any Parts (other than Buyers Supplies) into or out of, any of the relevant jurisdictions; and
(iv) the receipt of the payment of the Contract Price in France, and the Builder shall
indemnify fully, hold harmless and defend the Buyer and other protected parties from and
against any actions, claims, costs, liabilities and losses which any of them may suffer or
incur in relation to any such taxes.1.2
    
    The Buyer shall be solely responsible for and shall pay or cause to be paid, without
recourse to the Builder, all taxes of any kind whatsoever that are imposed, determined or
assessed in connection with: (i) the making, execution and performance of this Contract by the
Buyer (other than any taxes imposed, determined or assessed in any of the relevant
jurisdictions for which the Builder is responsible); (ii) the importation into any of the
relevant jurisdictions of any Buyers Supplies delivered by the Buyer to the Builder or any
Subcontractor; (iii) the importation of the Ship or any Parts into the country of the Buyer;
and (iv) the residence or activities of any of the Buyers representatives in France, and the
Buyer shall indemnify fully, hold harmless and defend the Builder from and against any from
and against any actions, claims, costs, liabilities and losses which the Builder may suffer or
incur in relation to any such taxes.1.3
    
    Each party shall bear and pay all costs and expenses incurred by it in connection
with the negotiation, preparation and execution of this Contract.
 End of Article 12
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ARTICLE 13: DISPUTES
 1.
    
    TECHNICAL DISPUTES1.1
    
    Except where a Dispute of a technical nature is determined by the Classification Society
under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4
in Article 1, any Dispute of a technical nature giving rise to issues purely of fact
(including, without limitation, any difference of opinion relating to the costs and time
effects of any modifications proposed under Article 3 or to questions as to the existence,
degree or extent of any alleged non-compliance of the Ship or any Part to the Contract, the
Plans, the Specification, or the Class or Regulatory Rules) shall be referred to the Head
Office of the Classification Society for its final decision provided thatif the Head Office
of the Classification Society declines to accept any such referral, or if either party
reasonably considers that it is not appropriate to refer the Dispute in question to the Head
Office of the Classification Society, with the agreement of both parties the Dispute shall be
referred to a mutually acceptable technical expert for his final decision.1.2
    
    The procedure applicable to the resolution of any Dispute of a technical nature
(whether by the Classification Society or by a mutually agreed technical expert) shall be as
follows:
 (i)
    
    the person or body to whom the Dispute is referred (the Expert, which term
shall also apply to any substitute appointed by mutual agreement of the parties) shall
be requested to make a final decision within 21 (twenty one) Working Days after it has
accepted the appointment;(ii)
    
    within 10 (ten) Working Days after the Expert has confirmed to both parties
that it has accepted the appointment, each party will send to the Expert (and
simultaneously to the other party), by email, telefax or registered courier, its
submissions and supporting evidence in relation to the Dispute ;(iii)
    
    if a party fails to submit its submissions and supporting evidence within the
time limit laid down in paragraph (ii), it shall be deemed to have admitted the
correctness of the other partys submissions;(iv)
    
    the Expert shall act as an expert and not as an arbitrator;(v)
    
    the decision of the Expert shall be final and binding on both parties (except
in the case of fraud, bad faith or manifest error or unless otherwise agreed in writing
by the parties); and(vi)
    
    the parties shall bear the Experts costs equally.
 1.3
    
    If within 10 (ten) Working Days after receipt by a party of a notice of a Dispute
from the other party:
 (i)
    
    the Head Office of the Classification Society has failed to accept a referral
pursuant to Clause 1.1; or
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(ii)
    
    a party reasonably considers that it is not appropriate to refer any Dispute
of a technical nature to the Head Office of the Classification Society or to a
technical expert; or(iii)
    
    the parties have failed to agree upon the identity of a mutually acceptable
technical expert and obtain written acceptance of its appointment,
 the Dispute shall be determined in accordance with Clause 2.2.
    
    JURISDICTION2.1
    
    Except where a Dispute is determined under Clause 1.1, the English courts shall have
exclusive jurisdiction to settle and determine all Disputes.2.2
    
    Each party agrees that the English courts are the most appropriate and convenient
courts to settle and determine Disputes and that accordingly no party will argue to the
contrary; and each party hereby irrevocably submits itself to the jurisdiction of the English
courts for the purposes of this Contract.2.3
    
    A judgment relating to this Contract that is given or enforceable by the English
courts may be enforced without review (subject to mandatory law) in any other jurisdiction and
each party waives all of its rights to apply for or require any such review.2.4
    
    Subject to Clause 2.6 in Article 8, no Dispute shall entitle the Builder to cease or
suspend any part of the Work or to withhold delivery of the Ship, nor shall any Dispute
entitle the Buyer to withhold the payment of any part of the Contract Price due under any of
Clauses 2.1(i), (ii), (iii) or (iv) in Article 8 beyond the relevant due date for payment
provided thatnothing in this provision shall prejudice any right which:
 (i)
    
    the Builder may have to retain possession of the Ship on account of non-payment
of the Contract Price; or(ii)
    
    the Buyer may have to dispute the due date for payment of any part of the
Contract Price under Clause 2.1(v) in Article 8.
 2.5
    
    For the avoidance of doubt, if any Dispute arises before delivery of the Ship and is
referred for determination under any of the express provisions of Clauses 1 or 2 hereof, the
Builder shall not be entitled to dispose of the Ship pending the final determination of such
Dispute.3.
    
    GOVERNING LAW3.1
    
    This Contract is governed by and shall be construed in accordance with English law.3.2
    
    Each party irrevocably agrees before the Effective Date to appoint and thereafter to
maintain Clifford Chance Secretaries Limited (CCSL) as agent for service of process in
relation to any proceedings before the English courts in connection with this Contract and all
related agreements, securities and other documents including (without limitation) the
Builders Performance Guarantee, the Buyers Guarantee and the Option Agreement.3.3
    
    Without prejudice to any other mode of service allowed under any relevant law,
service of any proceedings or process or judgment issued out of, or made or granted by, the
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English courts may be served by being delivered to the last known address in London of CCSL
or to the relevant party itself at the address for such party set out in Clause 4.
 3.4
    
    The Builder (for itself, its successors and assignees) irrevocably and
unconditionally agrees that, notwithstanding the appointment of CCSL referred to in Clause 3.2
above, Clifford Chance LLP may act as legal advisors and attorneys of the Buyer and other
members of the Buyers Group for all purposes whatsoever under or in connection with this
Contract and all related agreements, securities and other documents including, without
limitation, for the purposes of any legal proceedings arising out of or in connection with
this Contract or such agreements, securities and other documents.4.
    
    NOTICES4.1
    
    Any notice or other communication in relation to material matters in connection with
this Contract shall be in writing in the English language and shall be given to the addressee
at the address set out below or sent by telefax to the telefax number given below, marked for
the attention of the relevant individual listed in the Attention lines set out below
provided thatall notices and communications relating to technical matters (including, without
limitation, those concerning the approval of Plans and tests) shall be given to the Supervisor
at the address set out in paragraph (ii) below or sent by telefax to the telefax number
specified in paragraph (ii) below.
 (i)
    
    If to the Buyer, to:
    
    F3 Two, Ltd. c/o665 Corporate Centre DriveMiami, Florida 33126Telefax:
    
    + 1 305 436 4113Attention:
    
    Mr Colin Veitch, President & CEOwith a copy to telefax:
    
    +1 305 436 4117Attention:
    
    Mr Mark Warren, General Counsel(ii)
    
    If to the Supervisor, to:
    
    the Supervisorc/o the Supervisors designated officeat the ShipyardTelefax:
    
    To be advisedAttention:
    
    To be advised(iii)
    
    If to the Buyers UK
newbuilding office, to:NCL (Bahamas) Ltd. c/o1 Derry StreetLondonW8 5NNTelefax:
    
    + 44 20 7938 4515Attention:
    
    Mr Trond Sorensen(iv)
    
    If to the Builder, to:
    
    Aker Yards, S.A.Avenue Bourdelle  B.P. 9018044613
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##### 



Saint-NazaireCedexFranceTelefax:
    
    +33 (0) 2 51 10 91 61Attention:
    
    Chief Executive Officerwith copy to:Telefax:
    
    +33 (0) 2 51 10 99 94Attention:
    
    Contract DirectorAnd with a copy to:Telefax:
    
    +358 10 670 24 04Attention:
    
    Chief Legal Counsel
 or to such other person, address or telefax number as either party may (by not less than
five (5) Working Days notice in writing) specify to the other.4.2
    
    In the absence of evidence of earlier receipt, any notice or other communication
shall be deemed to have been duly given:
 (i)
    
    if correctly addressed and marked for the attention of the appropriate
individual and delivered personally, when left at the appropriate address of the
addressee;(ii)
    
    if correctly addressed and marked for the attention of the appropriate
individual and sent by pre-paid registered mail (or registered airmail if
international) or courier, upon acknowledgement of receipt by return telefax; and(iii)
    
    if correctly addressed and marked for the attention of the appropriate
individual and sent by telefax to the correct number, upon acknowledgement of receipt
by return telefax.
 4.3
    
    Communications in relation to matters other than those referred to in Clause 4.1 may
be given by email.
 End of Article 13
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ARTICLE 14: GENERAL MATTERS
 1.
    
    COMPUTATION OF TIME
 1.1
    
    Except as otherwise provided in this Contract, all periods of time shall be computed by
including Saturdays, Sundays and holidays except that if any period terminates on:
 (i)
    
    any day which is not a Working Day in London or Paris (in the case of periods
applicable to action by the Buyer); or(ii)
    
    any day which is not a Working Day in Paris (in the case of periods applicable
to action by the Builder),
 such period shall be deemed to be extended to the next following Working Day in such place.
 2.
    
    ASSIGNMENTS2.1
    
    The Buyer may:
 (i)
    
    grant to its financiers of the Ship, or the other financiers of the Buyers
Group, assignments of (or other security interests in) this Contract, the Insurances
(in respect of Buyers Supplies), and the Refund Guarantees and any other securities
that may be issued to the Buyer under and in connection with this Contract;(ii)
    
    assign, novate or transfer this Contract to any member of the Buyers Group or
to any other person connected with the financing of the Ship (with the prior approval
of the Builder, which is not to be unreasonably withheld); and(iii)
    
    assign its post-delivery rights under this Contract to any purchaser, lessee
or bareboat charterer of the Ship,
 provided thatthe Buyers Guarantee shall remain in full force and effect or, if legally
necessary to replicate the security intended to be conferred by such guarantee, shall be
replaced with another guarantee acceptable to the Builder (such acceptance not to be
unreasonably withheld) notwithstanding any such assignment, novation or transfer.
 2.2
    
    As and when so requested by the Buyer, the Builder will provide the Buyers
financiers and permitted assignees with all such information and documentation as they may
reasonably request without depriving the Builder of its rights and interest under this
Contract.2.3
    
    The Builder may assign its rights under this Contract and its interest in the
Insurances to its financiers for the Builders pre-delivery construction financing of the Ship
and the Refund Guarantors. Otherwise, the Builder shall not assign or novate or transfer, or
purport to assign or novate or transfer, any of its rights or obligations under this Contract.3.
    
    PARTIAL ILLEGALITY3.1
    
    If any provision of this Contract or the application thereof to any person or in any
circumstances shall to any extent be illegal, invalid or unenforceable, such illegality,
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invalidity or unenforceability shall not prejudice the effectiveness of the remainder of
this Contract or the application of such provision to other persons or in other
circumstances and each other provision of this Contract shall be legal, valid and
enforceable to the fullest extent permitted by law.
 4.
    
    CONFIDENTIALITY4.1
    
    After the date of this Contract, the parties will agree the terms and publication
date(s) of press announcements in relation to the construction of the Ship.4.2
    
    Save as provided in Clause 4.1, each party agrees that at all times before or after
delivery of the Ship it shall hold this Contract, the Plans and the Specifications in strict
confidence and shall not disclose (or allow to be disclosed) to any third party any
information or documentation in relation to this Contract provided that:
 (i)
    
    each party may, with the prior written consent of the other, disclose to any
third party information relating to the matters referred to in this Clause 4.2;(ii)
    
    each party shall be entitled to disclose information about the Contract
strictly on a need to know basis  and then only to such extent as shall be
reasonably necessary to enable each recipient to carry out its work in relation to the
Contract  to its employees and other representatives, and also to its shareholders,
bankers, auditors and legal advisors; and(iii)
    
    each party shall be entitled to disclose information about the Contract to
such extent as may from time to time be required by law or the rules or regulations of
any applicable stock exchange or similar body.
 5.
    
    AMENDMENTS5.1
    
    No amendment, modification, supplement or other variation of this Contract, the Plans or
the Specification shall be of any effect unless made in writing and signed by the Builder and
the Buyer or their respective duly authorised representatives.6.
    
    NO WAIVER6.1
    
    No failure or delay on the part of either party in exercising any right, power or remedy
under this Contract shall operate as a waiver thereof or a waiver of any other rights, powers
or remedies nor shall any single or partial exercise of any such right power or remedy
preclude any other or further exercise of any such right, power or remedy or the exercise any
other right, power or remedy.6.2
    
    The respective rights, powers and remedies conferred on the parties by this Contract
are cumulative and (save where the contrary is expressly stated) are in addition to (and not
exclusive of) any rights, powers and remedies provided by law.7.
    
    CONSENTS7.1
    
    Subject to Clause 1.6 in Article 2, where any matter:
 (i)
    
    requires an instruction from the Buyer, a waiver by the Buyer or the approval,
authority or consent of the Buyer any such instruction, waiver, approval,
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---



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authority or consent shall not be deemed to have been given or to any extent
effective unless it is given in writing by a duly authorised representative of the
Buyer; and(ii)
    
    is required to be acceptable or satisfactory to the Buyer, the Buyer shall not
be deemed to have accepted, or to be satisfied with such matter, unless its acceptance
or satisfaction is communicated in writing to the Builder by a duly authorised
representative of the Buyer.
 7.2
    
    Subject to the other express provisions of this Contract, where any matter:
 (i)
    
    requires an instruction from the Builder, a waiver by the Builder or the
approval, authority or consent of the Builder any such instruction, waiver, approval,
authority or consent shall not be deemed to have been given or to any extent effective
unless it is given in writing by a duly authorised representative of the Builder; and(ii)
    
    is required to be acceptable or satisfactory to the Builder, the Builder shall
not be deemed to have accepted, or to be satisfied with such matter, unless its
acceptance or satisfaction is communicated in writing to the Buyer by a duly authorised
representative of the Builder.
 8.
    
    LANGUAGE8.1
    
    The official text of this Contract (and all plans, drawings, test and Work schedules,
reports, protocols, certificates, instruction booklets, notices, communications and other
materials or documents to be drawn up, developed or supplied under this Contract) shall be in
the English language.9.
    
    MODELS9.1
    
    The Builder shall, at its cost and without charge to the Buyer, build, supply and
deliver to the Buyer (and place on board the Ship before delivery) the models of the Ship
referred to in Part G.6.4 of the Specification.10.
    
    COUNTERPARTS10.1
    
    This Contract may be executed in up to two (2) counterparts each of which when dated and
signed by (or on behalf of) both parties shall be an original, but all counterparts together
shall constitute one and the same instrument.11.
    
    EFFECTIVE DATE11.1
    
    This Contract shall not have any legal effect whatsoever until the time on the date (the
Effective Date) when all of the following conditions have been satisfied:
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11.2
    
    The Parties intend that the conditions referred to in Clause 11.1 (i), (ii), (iv),
(v), (vi) and (vii) shall be satisfied by 11 September 2006 and that the conditions referred
to in Clause 11.1 (iii) shall be satisfied by 31 October 2006. If this Contract has not come
into effect by 4pm (Paris time) on 31 October 2006 either party may, by written notice given
to the other within ten (10) days thereafter, cancel this Contract.11.3
    
    In the event of the exercise by either party of its right to cancel this Contract
under Clause 11.2, this Contract shall, with effect from such cancellation, be null and void
without any liability whatsoever on the part of either party.11.4
    
    Notwithstanding any provision to the contrary in this Contract, the Buyer shall not
be obliged to make any payment to the Builder hereunder until such time as all of the
conditions set out in Clause 11.1 have been fulfilled or expressly waived in writing by both
parties.12.
    
    PROTECTED PARTIES12.1
    
    Any of the protected parties may enforce only the provisions of this Contract that are
expressed to confer any rights on them, subject to and in accordance with the Contracts
(Rights of Third Parties) Act 1999.12.2
    
    The Builder and the Buyer may at any time, by agreement between them, rescind this
Contract or vary it without the consent of the protected parties.12.3
    
    If any protected party becomes entitled to bring a claim against the Builder under
or in respect of this Contract, the Buyer shall bring such claim against the Builder on behalf
of the relevant protected party and all communications, notices and proceedings shall be
channelled through the Buyer.12.4
    
    If any claim is made against the Builder by the Buyer on behalf of a protected party
under Clause 12.3, the Builder shall have available to it by way of defence only such matters
as would have been available to it by way of defence if the relevant protected party had been
a party to this Contract. For the avoidance of doubt, this means that in
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---



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respect of any claim by the Buyer on behalf of a protected party the Builder shall be
entitled to raise any defence that the Builder would have been entitled to raise if the
relevant claim had been brought by the Buyer for itself.
 12.5
    
    Save as provided above the operation of the Contracts (Rights of Third Parties) Act
1999 is hereby excluded.13.
    
    RELATIONSHIP OF PARTIES, PREVIOUS NEGOTIATIONS13.1
    
    The Contract does not create any partnership, joint venture or other joint relationship
between the Builder or the Buyer.13.2
    
    This Contract supersedes all prior negotiations, representations, undertakings and
agreements between the parties in relation to the subject matter of this Contract.14.
    
    EXCLUSIONS14.1
    
    Subject to the obligations and liabilities of either party to pay the liquidated damages
and other compensation amounts expressly provided for in this Contract, each party agrees that
neither party shall be liable to the other under or in connection with this Contract for any
form of consequential, exemplary, incidental, indirect or special losses and/or damages of any
nature whatsoever, howsoever caused and whensoever arising.14.2
    
    Save as otherwise expressly provided in this Contract, all implied terms and
conditions are hereby excluded.14.3
    
    Nothing in this Contract shall operate to exclude, limit or restrict any liability
arising as a result of fraud, or death or personal injury resulting from gross negligence or
wilful misconduct.15.
    
    FAIR DEALING AND BUSINESS STANDARDS15.1
    
    Each party agrees: to use all reasonable efforts to make timely decisions in a speedy
and effective way; to deal fairly with each other; and at all times to act in good faith. In
this context, good faith includes, without limiting the duty of each party to co-operate
with the other, a duty of honesty to the other party and a duty not to intentionally mislead
the other party.15.2
    
    Each party, in performing its obligations under the Contract, shall maintain
appropriate business standards, procedures, precautions and controls, including those
necessary to avoid any real or apparent impropriety or adverse impact on the interests of the
other party. Each party shall implement (and shall ensure that its employees and other
representatives comply with) a policy which prohibits the giving or receiving of any
inappropriate favours, gifts, entertainment, payments, loans or other consideration of any
kind directly or indirectly connected with the Contract or the Work or any other activities
that might influence individuals to act contrary to the best interests of their principal or
applicable law.15.3
    
    Each party warrants and represents that all financial settlements, reports and
billings rendered to the other party under or in connection with the Contract shall properly
reflect the facts of all activities and transactions handled for the other partys account and
may
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be relied upon as being complete and accurate in any further recording or reporting made by
the such party or any other member of the corporate group to which such party belongs.
 15.4
    
    Save for the commission payable by the Builder to brokers whose identity has
previously been disclosed in writing by the Builder to the Buyer, no commission of any kind
whatsoever is or will be payable (whether directly or indirectly) by or to the Builder in
relation to or in connection with the Contract or any of the business transactions described
in or contemplated by the Contract. Any breach of this Clause by the Builder may be treated by
the Buyer as a material breach of the Builders obligations for the purposes of Article 9,
Clause 2.1 (iii).16.
    
    COST SAVINGS
 The Builder and the Buyer will co-operate and Work closely together on an open-book
basis in order to reduce costs and generate savings.
 17.
    
    PRIORITY OF CONTRACT, PLANS AND SPECIFICATION17.1
    
    This Contract, the Plans, and the Specification are intended to complement and
supplement one another. All general language or requirements embodied in the Specification
are intended to amplify, explain and implement the requirements of this Contract. The
Specification and the Plans are also intended to explain each other, and anything shown in the
Plans but not stipulated in the Specification or stipulated in the Specification and not shown
in the Plans shall be deemed and considered as if embodied in both.17.2
    
    If there is any conflict between any provisions of the following documents, priority
between them shall be determined as follows:
 (i)
    
    this Contract and the Specification or Plans, the former shall prevail;(ii)
    
    the Specification and the Plans, the former shall prevail;(iii)
    
    the GA Plan and other Plans, the former shall prevail; and(iv)
    
    one or more Plans (other than the GA Plan), the latest in time shall prevail.
 End of Article 14
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ARTICLE 15: SISTER SHIP
  (i)
    
    Approval by the C33 Buyer for the C33 of any document, drawing, or supplier
shall be considered valid and binding upon the Buyer for the Ship unless the parties
make an agreement to the contrary.(ii)
    
    All modifications and/or changes agreed by the Builder and the C33 Buyer for
the C33, will be deemed agreed by the Buyer for the Ship as well unless the parties
make an agreement to the contrary. Adjustments of the Contract Price, extension of time
for delivery, and/or of other terms of this Contract may be different from adjustments
for the C33, taking into consideration work progress status, design and other work that
will not have to be repeated, etc. However, such adjustments will be communicated to
the Buyer and shall have to be approved simultaneously for both the C33 and the Ship.(iii)
    
    Except as provided in the following paragraphs of this Clause 1.1, any
modifications and changes required by the Buyer for the Ship compared to the C33 will
be treated as modification or change as per Article 3, Clause 1 of this Contract.(iv)
    
    Acceptable modifications as compared to C33.Within the Ship definition, the Buyer can alter the following, which shall not be
considered as modifications or changes under Article 3, Clause 1 of this Contract:
 (a)
    
    Changes of pieces of art and decoration to be supplied by the Buyer
(as far as they do not lead to change in the arrangement of foundations, room
arrangement, etc. as compared to the C33).(b)
    
    Changes of colors in crew common spaces.(c)
    
    For the passenger public spaces:(d)
    
    Changes of colors and finishes (minor decorative elements) of the
ceiling, walls, pillars and furniture.(e)
    
    Changes of patterns and colors of the carpets(f)
    
    Changes of reference of the marble/tiles/wooden flooring (provided
that the Builder purchase prices remain the same as for the C33 corresponding
elements).(g)
    
    Changes of the fabric for the seats, the curtains, bedspreads.
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---



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(h)
    
    Changes of the furnished materials for the tables(i)
    
    Changes in names of the rooms.(j)
    
    Any other changes to public spaces that do not modify the
coordination drawings of the C33 and/or of the Ship.
 (v)
    
    Changes in equipment, material, suppliersAs a general rule, equipment, materials and suppliers for the Ship will be the same
as for the C33. The Builder will be entitled to propose to use new techniques
and/or materials on the Ship as compared to the C33. Buyers approval will not be
refused where such changes are proposed to accommodate the application of new
techniques and/or materials, provided that they afford at least the same
reliability/quality/warranty and performances as on the C33 and if they do not and
will not involve any adverse change in the Ships operations or services to
passengers nor any additional costs (initial or of an ongoing operational nature)
or other adverse effects (initial or ongoing) to or for the Buyer.If and only in case of deficiency of suppliers chosen for the C33, the Builder
shall be entitled to propose for the Ship changes in materials, equipments, and/or
suppliers, in which case the selection of materials, equipment and/or suppliers
will be made in accordance with Article 1, Clause 5 of this Contract
 (vi)
    
    Calculations, trials, test, mock-up, models:The following calculations, trials, tests, mock-ups and models when approved for
the C33, shall be considered acknowledged, validated and approved by the Buyer and
will not be repeated for the Ship.
 (a)
    
    All calculations and analysis, studies, for structure, noises,
vibrations, etc. (only adjustments for loading cases resulting from possible
difference in light ship weight will be carried out).(b)
    
    Wind-tunnel tests, model basin tests and propeller tests.(c)
    
    Mock-up apartments working models, toilet unit etc(d)
    
    Preliminary sea trials (but not main sea trials)(e)
    
    Maneuvering tests, if approved by flag administration and Class and
the Buyer. Any test/trial specific to a prototype ship and which the Buyer
acknowledges that they have not to be repeated on the Ship which is a second
ship in the series.
 (vii)
    
    Noise and vibrations levels tests shall be carried out on the Ship unless
taking into consideration results of noise and vibration levels measurements made for
the C33 during dock and sea trials, the Buyer agrees with the Builders proposal to
choose a limited number of measuring points for the Ship in significant locations to
check that levels on the Ship are within the required levels.
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(viii)
    
    Buyers SuppliesAll Buyers Supplies to be installed by the Builder will be of the same types and
quantity as for the C33 provided that the Buyer shall be entitled to make changes
in Buyers Supplies to reflect changes made under paragraph (iv) above so long as
such changes would not unavoidably result in the Builder exceeding its original
budget for installation of the relevant Buyers Supplies.
 (End of Article 15)
 - 70 -




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SCHEDULE 1  Form of AOM
 AKER FRANCE S.A
    
    PROJECT:
    
    AOM No:St.Nazaire
    
    Calculation +/- costs
    
    Date:Subject:Reference:Description:
 ED
    
    ID(External
    
    (Internal
    
    Work
    
    Design
    
    Weight
    
    Longitudinal
    
    VerticalDelivery)
    
    Delivery)
    
    hours
    
    Hours
    
    +/
    
    Position
    
    positionBGR
    
    Description of work
    
    (Euro)
    
    (Euro)
    
    (Hours)
    
    (Hours)
    
    (Tonnes)
    
    (Metres)
    
    (Metres)SUM:
  
      
    
    Guaranteed Deadweight
    
    Guaranteed Service Speed
    
    Delivery Date
    
    Other Contractual Matters
 Name:
    
    Phone:
    
    Department:
 (End of Schedule 1)
 - 71 -




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SCHEDULE 2
 Form of Protocol of Delivery and Acceptance
  Builder   Buyer 
 Signed byfor and on behalf of [Buyer]Signed byfor and on behalf of AKER YARDS S.A.
 End of Schedule 2
 - 72 -




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SCHEDULE 3
 Form Of Refund Guarantee
 [Letterhead of Refund Guarantor]
 To:
    
    [insert name of Buyer]
 Date:
    
    []
 [NB This format is provisional and is subject to written approval of both parties]
 Refund
Guarantee No. [] (the Guarantee )
  Contract  Buyer Builder  Ship
  Instalment   corresponding to the Instalment plus interest equivalent to a % of
the Instalment amount to be approved by the Buyer
  - 73 -




---



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provided that
   - 74 -




---



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insert name insert address insert name insert London address
  insert name of Refund Guarantor
 (End of Schedule 3)
 - 75 -




---



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SCHEDULE 4
 Form Of Builders Performance Guarantee
 [Letterhead of Builders Performance Guarantor]
 [NB This format is provisional and is subject to written approval of both parties]
 To:
    
    [Buyer]
 Date:
    
    []
  HULL
NUMBER [] (THE SHIP )
  Contract société anonyme Builder  Ship
 Guarantor Beneficiary Debts"
   - 76 -




---



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provided that
   - 77 -




---



##### 



insert name insert address insert name insert London address
  Duly Authorised SignatoryFor and on behalf of AKER YARDS ASA[name and position]
    
    [name and position]
 (End of Schedule 4)
 - 78 -




---



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SCHEDULE 5
 Form Of Buyers Performance Guarantee
 [NB This format is provisional and is subject to written approval of both parties]
 [Letterhead of the Buyers Performance Guarantor]
  
 YOUR HULL NUMBER [] (THE SHIP)
  Contract  Buyer  Ship
 Guarantor Beneficiary Debts
   - 79 -




---



##### 



provided that
    - 80 -




---



##### 



insert name insert address insert name insert London address
  Duly Authorised SignatoryFor and on behalf of NCL Corporation Ltd[name and position]
    
    [name and position]
 (End of Schedule 5)
 - 81 -




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SCHEDULE 6
 Definition Of Certain Terms
 1.
    
    DEFINITION OF CERTAIN TERMS1.1
    
    In this Contract:AOM has the meaning given in Article 3, Clause 1.3;Builders Account means the euro denominated account with IBAN number: [**] [Confidential Treatment] or as further modified by notice given by the Builder to the Buyer, and held
by the Builders Bank at its office in Paris;Builders Bank means Société Générale, Agence Opéra or as further modified by notice given
by the Builder to the Buyer;Buyers Group means (i) NCL Corporation Ltd, and its subsidiaries and (ii) all other
associated or affiliated companies;Buyers Performance Guarantee means the guarantee to be given by Buyers Guarantor in the
form set out in Schedule 5;Buyers Guarantor means NCL Corporation Ltd., a company incorporated in Bermuda and having
its registered office at Milner House, 18 Parliament Street, Hamilton, HM12, Bermuda;Builders Performance Guarantee means the guarantee to be given by Aker Yards ASA in the
form set out in Schedule 4;Buyers Supplies has the meaning given in Article 1, Clause 1.1(i)(b);Buyers Supply Costs means at any given time the aggregate of (i) the costs incurred by
the Buyer in relation to the delivery and transportation to the Shipyard, Ship or relevant
Subcontractor, and all related incidental costs including insurance up to the point of
delivery, of all Buyers Supplies and (ii) the Buyers reasonably estimated costs of
acquiring and obtaining delivery of replacements for such Supplies at such time;C33 means the ship, project number PB 6847, having Hull Nr C33 to be built by the Builder
for F3 ONE Ltd (the C33 Buyer) under a shipbuilding contract signed on even date (the C33
Contract);Class Rules has the meaning given in Article 1, Clause 4.1;Classification Society has the meaning given in Article 1, Clause 4.1;commission includes any advantage or benefit (whether monetary or not), brokerage,
consideration, gift, gratuity, inducement, introduction fee, payment (other than any payment
made or to be made in accordance with the express provisions of this Contract), promise,
reward or success fee of any kind whatsoever payable to any broker, agent, intermediary or
other person in relation to or in connection with the placing and/or performance of any
activities connected with this Contract;
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Compensation Date means (i) the 7th (seventh) day from (and including) the Delivery Date
or (ii) the 3rd (third) day from (and including) the Delivery Date if the Ship has not been
delivered by the intended delivery date mentioned in the 15 (fifteen) days definite notice
given by the Builder under Clause 1.1 in Article 7;Compulsory Acquisition means a requisition or other compulsory acquisition (including
seizure, detention, confiscation or appropriation) by or on behalf of any government or
governmental agency or by any persons acting or purporting to act on behalf of any
government or governmental agency;Contract means this shipbuilding contract and (save in the context of Article 14, Clause
18) includes the Plans, the Specification and the schedules, each of which forms an integral
part of this Contract;Contract Price means the fixed price for the Ship specified in Clause 1.1 of Article 8;Defects List has the meaning given in Article 6, Clause 1.15;Delivery Date means the fixed delivery date for the Ship specified in Clause 1.1 of
Article 7, it being acknowledged and agreed by the parties that such date may be reset only
in strict accordance with, and subject to, the express provisions of this Contract;Design Draft has the meaning given in Article 1, Clause 2.12(ii);Dispute means any dispute or difference whatsoever arising at any time out of or in
connection with this Contract including a dispute regarding the existence, validity or
termination of this Contract, and Disputes shall be construed accordingly;Effective Date has the meaning given in Article 14, Clause 11.1;encumbrance means (i) any claim or demand (whether in personam or in rem and including any
arrest or other detention in connection with any claim) and any debt, and/or (ii) any
mortgage, charge, pledge, maritime or possessory or other lien, assignment, hypothecation,
trust arrangement, encumbrance, or other security interest securing any obligation of any
person or any other type of preferential arrangement (including, without limitation, title
transfer and retention arrangements) having a similar effect but does not include any
permitted encumbrance;EUR and euro mean the lawful currency of France.EURIBOR means the percentage rate per annum for euro deposits determined by the Banking
Federation for Europe for the relevant period displayed on the appropriate page of the
Telerate or the Reuters screen from time to time or, if such display is not available at any
time, as certified by the head office of the Builders Bank at Paris;Flag State has the meaning given in Article 7, Clause 1.8;GA Plan means the general arrangement plan
[**] [Confidential Treatment] dated [] 2006 and
initialled by the parties for the purposes of identification;Guaranteed Deadweight has the meaning given in Article 1, Clause 2.1(ii);
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Guaranteed Fuel Consumption or GFC has the meaning given in Article 1, Clause 2.1(vii);Guaranteed Service Speed or GSS has the meaning given in Article 1, Clause 2.1(vi);Insurances has the meaning given in Article 4, Clause 2.1;Manuals has the meaning given in Article 1, Clause 1.1(i)(c);Makers List has the meaning given in Article 1, Clause 5.3;Mortgage has the meaning given in Article 4, Clause 1.8 and Mortgages shall be construed
accordingly.minor defect has the meaning given in Article 6, Clause 1.15;Option Agreement means an agreement to be made on mutually acceptable terms between the
Builder and the Buyers Guarantor for the construction of one further passenger cruise ship;Parts has the meaning given in Article 1, Clause 1.1(i)(b);partial loss means any loss of or damage to the Ship (including Buyers Supplies and other
Parts) which does not constitute a total loss and partial loss proceeds means any
insurance proceeds paid and/or payable in respect of any partial loss;permitted encumbrance means any encumbrance (i) created by the Buyer or (ii) arising by
operation of law in connection with claims against the Buyer by any person other than the
Builder for which the Buyer would not be entitled to compensation or indemnification from
the Builder under this Contract;Plans means the GA Plan, and the other plans and drawings described or referred to in the
Specification;protected parties means (i) the Buyer and NCL (Bahamas) Ltd. (NCLB), and (ii) the
respective agents, officers, employees, workmen, suppliers and other representatives of the
Buyer and NCLB provided that, in the context of Article 12, Clause 1.1 protected parties
means the Buyer and any other affected members of the Buyers Group;Protocol of Delivery and Acceptance has the meaning given in Article 7, Clause 1.3(i);Refund Guarantee has the meaning given in Article 8, Clause 2.3(ii);Refund Guarantor has the meaning given in Article 8, Clause 2.3(ii);Regulatory Authorities means the authorities, bodies and entities having regulatory
responsibility and authority in respect of the Ship or specific areas or parts of the Ship,
before or after delivery of the Ship, including those identified in Part G3 of the
Specification;
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"Regulatory Rules has the meaning given in Article 1, Clause 4.3;"Relevant Rate means the aggregate of
(i) [**] [Confidential Treatment] and (ii) EURIBOR;"remedy shall be construed (with reference to defects and deficiencies referred to in
Articles 6 and 7) so as to mean and include correct, rectify, redesign, remedy, repair,
replace or otherwise make good, and test to prove the efficacy of the relevant remedial
Work, every defect and deficiency, and any other physical damage, for which the Builder is
liable under Articles 6 and 7, and remedial shall be construed accordingly;"Ship has the meaning given in Article 1, Clause 1.1(i)(a);Shipyard means the Builders shipyard at Saint-Nazaire, France;Signing Date means the date on which this Contract is signed by or on behalf of each
party;Specification means Specification
[**] [Confidential Treatment] dated [] 2006 and, unless the
context otherwise requires, specified means stipulated in the Specification or in the
Appendices;Subcontractor(s) shall include each of the Builders makers and suppliers and any other
person, company or other entity to whom any part of the Work is subcontracted directly or
indirectly by the Builder;tests means (i) the shop and dock inspections, measurements and tests, (ii) the sea
trials, (iii) the other inspections and tests referred to in the Specification and the
Plans, and (iv) all such other commissioning, tests, trials and inspections (or retests,
retrials and reinspections) as may reasonably be required in order to demonstrate and
confirm compliance of the Ship with the Contract, Plans and Specification and the full and
final remedy of any defects;"total loss means any actual, constructive, compromised or arranged or agreed total loss of
the Ship (including Buyers Supplies or other Parts);"Work means all of the Parts to be provided and all of the services, labour and other Work
to be supplied and carried out by the Builder and its Subcontractors under and in connection
with this Contract, as more particularly described in the Specification and the Plans;Working Day means any day, other than a Saturday or Sunday, on which banks are generally
open for business in each of London and Paris; and
 INTERPRETATION OF CERTAIN REFERENCES
 1.2
    
    Save where the contrary is expressly stated, any reference in this Contract to:
 (iii)
    
    this Contract, the Specification, the Plans or any other agreements or
documents shall be construed as a reference to this Contract, the Specification, the
Plans or, as the case may be, such other agreements or documents as the same may have
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been, or may from time to time be, amended, modified, varied, novated or
supplemented by agreement of the parties;
 (iv)
    
    an Article or the schedule shall be construed as a reference to an Article or
the schedule of this Contract;(v)
    
    an award shall be construed as a reference to any award, decision, declaration,
injunction, judgement, order or other relief;(vi)
    
    a claim shall be construed as a reference to any action, claim, demand,
proceeding, process or suit, whether in arbitration or court or otherwise;(vii)
    
    a clause shall be construed as a reference to a clause of the Article in
which the reference appears;(viii)
    
    a person shall be construed as a reference to any individual, firm, company,
corporation, unincorporated body of persons, or any state or state agency,(ix)
    
    a party to this Contract shall include a reference to such partys successors
and permitted assigns;(x)
    
    a tax shall be construed as a reference to any tax, assessment, levy, impost,
customs, stamp or other duty, or other charge of a similar nature (including, without
limitation, any fine or penalty or interest payable in connection with any failure to
pay or any delay in paying any of the same), whether national, provincial or local;(xi)
    
    a judgment shall be construed so as to include any court order, injunction,
declaration, decision and any other form of judicial relief;(xii)
    
    a receiver shall be construed so as to include any liquidator, trustee,
administrator, receiver, administrative receiver, manager or similar officer; and(xiii)
    
    the winding up of a party to this Contract shall be construed so as to
include the bankruptcy or liquidation of the party or any equivalent or analogous
proceedings under the law of the jurisdiction in which such party is incorporated or
any other jurisdiction in which such party carries on business.
 1.3
    
    The Index, Article, Clause and schedule headings and sub-headings are inserted for
convenience only and shall not affect the interpretation of this Contract.
 End of Schedule 6
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SCHEDULE 7
 Sound and Vibration
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End of Contract
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AOM No. 1 under the Contract for D33
 IT IS HEREBY AGREED
 
   Signed for F3 Two, Ltd./s/ Colin Veitchon 7th September 2006Signed for Aker Yards S.A./s/ signatures illegibleon 7th September 2006




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AOM No. 2 under the Contract for D33
 IT IS HEREBY AGREED
 
   Signed for F3 Two, Ltd./s/ Colin
Veitchon 7th September 2006Signed for Aker Yards S.A.Signature
Illegibleon 7th September 2006




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Description of modification
 
    
    Deck 7 breadth of public spaces remains at [**] [Confidential Treatment] meters.
    
    Area of public spaces on deck 14 and on deck 15 is increased
to accommodate [**] [Confidential Treatment] at the aft part of the Ship.
 - 2 -




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AOM No. 3 under the Contract for D33
 IT IS HEREBY AGREED
 
   Signed for F3 Two, Ltd./s/ Colin Veitchon 7th September 2006Signed for Aker Yards S.A.signature
illegibleon 7th September 2006




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##### 



AOM No. 4 under the Contract for D33
 IT IS HEREBY AGREED
 
   Signed for F3 Two, Ltd./s/ Colin Veitchon 7th September 2006Signed for Aker Yards S.A.signatures
illegibleon 7th September 2006




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Description of modification
 
    
    Deck 7 breadth of public spaces remains at [**] [Confidential Treatment] meters.
    
    Area of public spaces on deck 14 and on deck 15 is increased
to accommodate [**] [Confidential Treatment] at the aft part of the Ship.
 - 2 -