##### 



Exhibit 4.54
   DATED 21 DECEMBER 2007
 NCL CORPORATION LTD.
(as borrower)
 NORWEGIAN SPIRIT, LTD.
NORWEGIAN STAR LIMITED
PRIDE OF ALOHA, INC.
(as guarantors)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 DnB NOR BANK ASA
(as agent)
 
 THIRD SUPPLEMENTAL DEED TO
USD800,000,000 SECURED LOAN FACILITY AGREEMENT
dated 7 July 2004 (among other things)
 
 [**]




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CONTENTS
 Page
 1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Facility Agreement and other Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    44
    
    Representations and Warranties
    
    
    65
    
    Fee and Expenses
    
    
    76
    
    Further Assurance
    
    
    87
    
    Counterparts
    
    
    88
    
    Notices
    
    
    89
    
    Governing Law
    
    
    810
    
    Jurisdiction
    
    
    9Schedule 1
    
    Particulars of Agent and Lenders
    
    
    13Schedule 2
    
    Amended and Restated Facility Agreement
    
    
    14Schedule 3
    
    Amended and Restated Guarantee  Norwegian Spirit
    
    
    114Schedule 4
    
    Amended and Restated Guarantee  Norwegian Star
    
    
    131Schedule 5
    
    Amended and Restated Guarantee  Pride of Aloha
    
    
    148Schedule 6
    
    Amended and Restated Deed of Covenants  Norwegian Spirit
    
    
    165Schedule 7
    
    Amended and Restated Deed of Covenants  Norwegian Star
    
    
    166Schedule 8
    
    Amended and Restated Pride of Aloha Mortgage  Pride of Aloha
    
    
    167




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THIRD SUPPLEMENTAL DEED
 DATED 21 December 2007
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the Borrower);(2)
    
    NORWEGIAN SPIRIT, LTD., a company incorporated under the laws of Bermuda and having its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (Norwegian
Spirit);(3)
    
    NORWEGIAN STAR LIMITED, a company incorporated under the laws of the Isle of Man and having
its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man
IM2 4RB, British Isles (Norwegian Star);(4)
    
    PRIDE OF ALOHA, INC., a corporation organised under the laws of the State of Delaware, United
States of America and having its registered office at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America Pride of Aloha and together
with Norwegian Spirit and Norwegian Star the Guarantors);(5)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lenders and each individually a Lender); and(6)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent).
 WHEREAS
 (A)
    
    By a secured loan facility agreement dated 7 July 2004 as amended by a first supplemental
deed thereto dated as of 30 September 2005 and a second supplemental deed thereto dated 13
November 2006 (the Original Facility Agreement) made between (among others) (1) the Borrower
as borrower (2) the Lenders as lenders and (3) the Agent as agent for the Lenders, the Lenders
agreed to make available to the Borrower a loan facility of up to eight hundred million
Dollars (USD800,000,000) (the Facility). The repayment of the Facility by the Borrower has
been secured by (among other things) guarantees and indemnities dated 16 July 2004 granted by
the Guarantors each as amended by the said first supplemental deed dated as of 30 September
2005 (the Original Guarantees), mortgages dated 16 July 2004 granted by Norwegian Spirit and
Norwegian Star respectively over m.v.s NORWEGIAN SPIRIT and NORWEGIAN STAR and a mortgage
dated 12 July 2004 granted by Pride of Aloha over m.v. PRIDE OF ALOHA each as amended by the
said first and second supplemental deeds dated as of 30 September 2005 and 13 November 2006
respectively (the Original Mortgages).(B)
    
    The Borrower has requested the amendment of certain provisions of the Original Facility
Agreement, the Original Guarantees, the deeds of covenants which constitute part of the
Original Mortgages over m.v.s NORWEGIAN SPIRIT and NORWEGIAN STAR (the Original Deeds of
Covenants) and the Original Mortgage over m.v. PRIDE OF ALOHA (the Original Pride of Aloha
Mortgage) (among other things) to enable NCL Investment Ltd. (Investor I) and NCL
Investment II Ltd. (Investor II and together with Investor I the Investors), each a
subsidiary of the private equity group
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Apollo Management, LP, to make a one billion Dollar (USD1,000,000,000) cash equity
investment in the Borrower.As at the date of this third supplement to (among other things) the Original Facility
Agreement (this Deed), the Borrower is a wholly-owned subsidiary of Star Cruises Limited
(Star). Upon completion of the transactions contemplated by the Subscription Agreement,
the Borrower will be held by Star and the Investors in equal shares and the Investors, under
the Shareholders Agreement, will have majority control of the board of directors of the
Borrower and voting control of shares in the Borrower, with certain reserved matters subject
to the consent of Star. Accordingly, the Borrower will cease to be a subsidiary of Star and
will become a jointly controlled entity of Star and the Investors upon completion. The
Investors right to control the board of directors of the Borrower and vote Stars shares in
the Borrower on behalf of Star, and Stars consent rights, in each case can only be
maintained if the ratio of the equity owned by one party over that of the other party is not
less than 0.6.(C)
    
    The consent of the Lenders and the Agent is given in respect of the above matters on the
terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Facility Agreement shall have the meanings
set out therein. In addition, the following terms and expressions shall have the
meanings set out below:Apollo Transaction Documents means the documents referred to in Clause 3.1.1(c)
and any documents entered into pursuant to or contemplated by the Apollo Transaction
Documents;Deeds of Covenants means the Original Deeds of Covenants as amended and restated
by this Deed and as set out in Schedule 6 and Schedule 7;Facility Agreement means the Original Facility Agreement as amended and restated
by this Deed and as set out in Schedule 2;Guarantees means the Original Guarantees as amended and restated by this Deed and
as set out in Schedule 3, Schedule 4 and Schedule 5;New Shares means the new ordinary shares in the Borrower to be issued to the
Investors upon completion under the Subscription Agreement which will represent
fifty per cent (50%) of the Borrowers enlarged share capital;Pride of Aloha Mortgage means the Original Pride of Aloha Mortgage as amended and
restated by this Deed and as set out in Schedule 8;Restatement Date means the date on which the conditions precedent set out in
Clause 3.1 are fulfilled to the satisfaction of the Agent;
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Shareholders Agreement means the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Borrower pursuant to which
the affairs of the management of the Borrower and the rights and obligations of Star
and the Investors as shareholders will be regulated;Subscription Agreement means the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Borrower pursuant to which the
parties have agreed that the Investors shall subscribe for and the Borrower shall
allot and issue the New Shares to the Investors for the Subscription Price; andSubscription Price means the aggregate subscription price of one billion Dollars
(USD1,000,000,000) payable in cash by the Investors for the New Shares pursuant to
the Subscription Agreement.1.2
    
    The provisions of Clauses 1.2, 1.3 and 1.4 of the Facility Agreement shall
apply hereto (mutatis mutandis).
 2
    
    Amendment of Original Facility Agreement and other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and with
effect from the Restatement Date the Original Facility Agreement, the Original
Guarantees, the Original Deeds of Covenants and the Original Pride of Aloha Mortgage
shall be amended and restated to read in accordance with the amended and restated
facility agreement, guarantees, deeds of covenants and mortgage as set out in Schedule
2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7 and Schedule 8 and (as so
amended and restated) will continue to be binding upon each of the parties thereto in
accordance with its terms as so amended and restated.2.2
    
    The Borrower and each of the Guarantors hereby confirms to the Lenders and the
Agent that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Facility Agreement in the
Security Documents to which it is a party shall be construed as references to
the Facility Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Facility Agreement shall be
defined by reference to the Facility Agreement;2.2.2
    
    the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Facility Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and2.2.4
    
    its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the
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Borrower under the Facility Agreement and the other Security Documents as
amended by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders and the Agent acknowledge and
agree that, to the extent a provision of a Security Document which has not been amended
and restated by this Deed conflicts with a provision of the Facility Agreement and/or
any other Security Document which has been amended and restated by this Deed, the
provision of the Facility Agreement and/or the amended and restated Security Document
shall prevail. Further, the Lenders and the Agent will do or procure the doing of all
such acts and/or execute or procure the execution of all such documents in a form
satisfactory to the Agent as the Agent may reasonably consider necessary for giving
full effect to this Clause 2.3.2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Facility
Agreement and the other Security Documents shall remain in full force and effect and
nothing herein contained shall relieve the Borrower, any of the Guarantors or any other
Obligor from any of its respective obligations under any such documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Facility Agreement, the Original
Guarantees, the Original Deeds of Covenants and the Original Pride of Aloha Mortgage
provided for in Clause 2 is conditional upon and shall not be effective unless and
until the Agent has received the following in form and substance satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly executed
by the Borrower and each of the Guarantors;(b)
    
    a written confirmation from the Process Agent
that it will act for the Borrower and each of the Guarantors as agent
for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders Agreement;
and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which, among
other things, Star has agreed to bear certain costs and
expenses of the NCL America business;
 (d)
    
    the following corporate documents in respect of
the Borrower and each of the Guarantors (together the Relevant
Parties):
 (i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial or
other authority for the execution of and performance by the
respective Relevant
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Party of its obligations under this Deed or if no such
consents are required a certificate from a duly appointed
officer of the Relevant Party to this effect confirming that
no such consents are required;
 (ii)
    
    notarially attested secretarys
certificate of each of the Relevant Parties:
 (1)
    
    attaching a
copy of its Certificate of Incorporation and Memorandum
of Association and Bye-Laws (or equivalent
constitutional documents) evidencing power to enter
into the transactions contemplated in this Deed;(2)
    
    giving the
names of its present officers and directors;(3)
    
    setting out
specimen signatures of such persons as are authorised
by the Relevant Party to sign documents or otherwise
undertake the performance of that Relevant Partys
obligations under this Deed;(4)
    
    giving the
legal owner of its shares and the number of such shares
held;(5)
    
    attaching
copies of resolutions passed at duly convened meetings
of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed,
in the case of Pride of Aloha, the third amendment to
the Original Pride of Aloha Mortgage and the issue of
any power of attorney to execute the same; and(6)
    
    containing a
declaration of solvency as at the date of the
certificate of the duly appointed officer of the
Relevant Party;
 or (if applicable) certifying that there has been no change
to the statements made in his or her secretarys certificate
last provided to the Agent with respect to paragraphs (1),
(2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and
attaching copies of resolutions passed at duly convened
meetings of the directors and, if required by the Agent, the
shareholders or members of each of the Relevant Parties
authorising (as applicable) the execution of this Deed, in
the case of Pride of Aloha, the third amendment to the
Original Pride of Aloha Mortgage and the issue of any power
of attorney to execute the same; and
 (e)
    
    the original powers of attorney, if any, issued
pursuant to the resolutions referred to above and notarially attested;
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3.1.2
    
    a third amendment to the Original Pride of Aloha Mortgage duly
executed and lodged for recordation at the United States Coast Guard National
Vessel Documentation Center;3.1.3
    
    evidence of completion having taken place under the
Subscription Agreement and in particular but without limitation of the issue of
the New Shares to the Investors and of the payment of the Subscription Price by
the Investors to the Borrower;3.1.4
    
    evidence that each of the Lenders has received payment of the
restructuring fee to which it is entitled as more particularly described in
Clause 5.1; and3.1.5
    
    the issue of such favourable written legal opinions including
in respect of the United States of America, Delaware, Bermuda and the Isle of
Man in such form as the Agent may require relating to all aspects of the
transactions contemplated hereby and by the Apollo Transaction Documents
governed by any applicable law,
 PROVIDED THATno Event of Default has occurred and is continuing on the Restatement
Date (subject to Clause 3.2).3.2
    
    If the Agent in accordance with clause 22 of the Original Facility Agreement
decides to permit the amendment and restatement of the Original Facility Agreement, the
Original Guarantees, the Original Deeds of Covenants and the Original Pride of Aloha
Mortgage hereby without having received all of the documents or evidence referred to in
Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence
to the Agent within fourteen (14) days of the Restatement Date (or such other period as
the Agent may stipulate) and the amendment and restatement of the Original Facility
Agreement, the Original Guarantees, the Original Deeds of Covenants and the Original
Pride of Aloha Mortgage as aforesaid shall not be construed as a waiver of the Agents
right to receive the documents or evidence as aforesaid nor shall this provision impose
on the Agent or the Lenders any obligation to permit the amendment and restatement in
the absence of such documents or evidence.
 4
    
    Representations and Warranties
 4.1
    
    The Borrower and each of the Guarantors represents and warrants to the Agent
and the Lenders that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions and documents;4.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or
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(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Agent;4.1.4
    
    except for the recording of the third amendment to the
Original Pride of Aloha Mortgage with the United States Coast Guard National
Vessel Documentation Center, all authorisations, approvals, consents, licences,
exemptions, filings, registrations, notarisations and other matters, official
or otherwise, required in connection with the entry into, performance, validity
and enforceability of this Deed and each of the other documents contemplated
hereby and thereby and the transactions contemplated hereby and thereby have
been obtained or effected and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Agent in deciding whether or not
to enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5) Business
Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any
other loan or other facility to the Borrower or any other member of the NCLC Group
shall only be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Original Facility Agreement or the
Facility Agreement to the contrary, no Lender shall be required to share with the other
Lenders and/or the Agent any such restructuring fee received.5.2
    
    The Borrower and the Guarantors jointly and severally undertake to reimburse
the Agent and the Lenders on demand of the Agent on a full indemnity basis for the
reasonable charges and expenses (together with value added tax or any similar tax
thereon and including without limitation the fees and expenses of legal and other
advisers) incurred by the Agent and/or the Lenders in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and
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any other documents required in connection with the implementation of this Deed.
 6
    
    Further AssuranceThe Borrower and each of the Guarantors will, from time to time on being required to do so
by the Agent, do or procure the doing of all such acts and/or execute or procure the
execution of all such documents in a form satisfactory to the Agent as the Agent may
reasonably consider necessary for giving full effect to this Deed or any of the documents
contemplated hereby or securing to the Agent the full benefit of the rights, powers and
remedies conferred upon the Agent in any such document.7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or a Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of the Chief Financial Officer and the Legal Department) (but one (1)
copy shall suffice). Any notice, demand or other communication to be made or delivered
by the Borrower or a Guarantor pursuant to this Deed shall (unless the Agent has by
fifteen (15) days written notice to the Borrower or the Guarantor specified another
address) be made or delivered to the Agent at its Lending Branch, the details of which
are set out in Schedule 1.8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantors is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention
of the Legal Department) and in the case of the Agent is as recorded in Schedule 1)
specified by it from time to time for the purpose and shall be deemed to have been
received when transmission of such telefax communication has been completed. Each such
telefax communication, if made to the Agent by the Borrower or a Guarantor, shall be
signed by the person or persons authorised in writing by the Borrower or the Guarantor
(as the case may be) and whose signature appears on the list of specimen signatures
contained in the secretarys certificate required to be delivered by Clause 3 and shall
be expressed to be for the attention of the department or officer whose name has been
notified for the time being for that purpose by the Agent to the Borrower and the
Guarantor.8.3
    
    The provisions of clauses 23.1, 23.5 and 23.6 of the Original Facility
Agreement shall apply to this Deed.
 9
    
    Governing LawThis Deed shall be governed by English law.
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10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.10.2
    
    Neither the Borrower nor any of the Guarantors may, without the Agents prior
written consent, terminate the appointment of the Process Agent; if the Process Agent
resigns or its appointment ceases to be effective, the Borrower and/or the Guarantors
(as the case may be) shall within fourteen (14) days appoint a company which has
premises in London and has been approved by the Agent to act as the Borrowers and/or
the Guarantors (as the case may be) process agent with unconditional authority to
receive and acknowledge service on behalf of the Borrower and/or the Guarantors of all
process or other documents connected with proceedings in the English courts which
relate to this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, the Borrower and
each of the Guarantors irrevocably agrees that, if it for any reason fails to appoint a
process agent within the period specified in Clause 10.2, the Agent may appoint any
person (including a company controlled by or associated with the Agent or any Lender)
to act as the Borrowers or that Guarantors (as the case may be) process agent in
England with the unconditional authority described in Clause 10.2.10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantors (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantors (as the case may be)) shall invalidate any proceedings or judgment.10.5
    
    The Borrower and each of the Guarantors appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantors (as
the case may be) and may be enforced without review in any other jurisdiction.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or the
Lenders may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.
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10.8
    
    In this Clause judgment includes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    ) /s/ Paul Turnerfor and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of: Shareen Akhtar
    
    
    )Trainee SolicitorOne St. Pauls ChurchyardLondon EC4M 8SHSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    ) /s/ Paul Turnerfor and on behalf of
    
    
    )NORWEGIAN SPIRIT, LTD.
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    ) /s/ Paul Turnerfor and on behalf of
    
    
    )NORWEGIAN STAR LIMITED
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    ) /s/ Paul Turnerfor and on behalf of
    
    
    )PRIDE OF ALOHA, INC.
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as a Lender and the Agent
    
    
    )in the presence of: As above
    
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Cleggfor and on behalf of
    
    
    ) /s/ Julie Clegg
)HSH NORDBANK AG
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )KfW
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )-GIROZENTRALE-
    
    
    )in the presence of: As above
    
    
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )BAYERISCHE HYPO- UND VEREINSBANK AG
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )BANK OF SCOTLAND PLC
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )DEUTSCHE BANK AG
    
    
    )New York Branch
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )DEUTSCHE SCHIFFSBANK
    
    
    )AKTIENGESELLSCHAFT
    
    
    )in the presence of: As above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Julie Clegg
    
    
    ) /s/ Julie Cleggfor and on behalf of
    
    
    )JPMORGAN CHASE BANK
    
    
    )in the presence of: As above
    
    
    )
 12




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##### 



Schedule 1
 Particulars of Agent and Lenders
 13




---



##### 



Schedule 2
 Amended and Restated Facility Agreement
 14




---



##### 



DATED 7 JULY 2004
 NCL CORPORATION LTD.
(as borrower)
 DnB NOR BANK ASA
NORDEA BANK NORGE ASA
(as lead arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
HSH NORDBANK AG
KfW
NORDDEUTSCHE LANDESBANK -GIROZENTRALE-
BAYERISCHE HYPO- UND VEREINSBANK AG
(formerly known as Vereins- und Westbank Aktiengesellschaft)
(as co-arrangers)
 THE SEVERAL BANKS
particulars of which are set out in Schedule 1
(as original lenders)
 NORDEA BANK NORGE ASA
(as book manager)
 DnB NOR BANK ASA
(as agent)
 
 USD800,000,000
SECURED LOAN FACILITY AGREEMENT
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 
 [**]
 15




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##### 



CONTENTS
 Page1
    
    
    
    Definitions and Construction
    
    
    201.1
    
    Definitions
    
    
    201.2
    
    Construction
    
    
    351.3
    
    Agent
    
    
    361.4
    
    Third party rights
    
    
    362
    
    
    
    The Facility
    
    
    362.1
    
    Availability
    
    
    362.2
    
    Purpose and Application
    
    
    372.3
    
    Drawdown
    
    
    372.4
    
    Break costs
    
    
    382.5
    
    Conditions of drawdown
    
    
    382.6
    
    Several obligations of the Lenders
    
    
    382.7
    
    Lender's failure to perform
    
    
    382.8
    
    Fulfilment of conditions after drawdown
    
    
    393
    
    
    
    Repayment of the Term Loan Facility
    
    
    394
    
    
    
    Prepayment of the Term Loan Facility
    
    
    394.1
    
    Voluntary prepayment
    
    
    394.2
    
    Voluntary prepayment in case of increased cost
    
    
    394.3
    
    Mandatory prepayment in case of illegality
    
    
    394.4
    
    Voluntary prepayment following imposition of Substitute Basis
    
    
    404.5
    
    Prepayment in case of Total Loss of a Vessel
    
    
    404.6
    
    Prepayment in case of sale of a Vessel
    
    
    414.7
    
    Effect of prepayment
    
    
    414.8
    
    Break costs on prepayment
    
    
    425
    
    
    
    Repayment, Reduction and Cancellation of the Revolving Credit Facility
    
    
    425.1
    
    Repayment
    
    
    425.2
    
    Scheduled reductions of Commitments to the Revolving Credit Facility
    
    
    425.3
    
    Sale or other disposal or Total Loss of a Vessel: mandatory cancellation
    
    
    425.4
    
    Amounts payable on prepayment
    
    
    435.5
    
    Notice of prepayment
    
    
    435.6
    
    Voluntary cancellation of Commitments to the Revolving Credit Facility
    
    
    435.7
    
    Additional partial cancellation
    
    
    435.8
    
    Prepayment during Term
    
    
    445.9
    
    Mandatory cancellation in case of illegality
    
    
    445.10
    
    Voluntary cancellation following imposition of Substitute Basis
    
    
    445.11
    
    Cancellation in case of Total Loss of a Vessel
    
    
    445.12
    
    Cancellation in case of sale or other disposal of a Vessel
    
    
    456
    
    
    
    Interest
    
    
    456.1
    
    Payment of interest
    
    
    456.2
    
    Selection and duration of Interest Periods
    
    
    456.3
    
    No notice and unavailability
    
    
    45
 16




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##### 



Page6.4
    
    Extension and shortening of Interest Periods
    
    
    466.5
    
    Interest Rate
    
    
    466.6
    
    Bank basis
    
    
    466.7
    
    Default interest
    
    
    467
    
    
    
    Substitute Basis of Funding
    
    
    477.1
    
    Market disturbance
    
    
    477.2
    
    Suspension of drawdown
    
    
    477.3
    
    Certificates of Substitute Basis
    
    
    477.4
    
    Review
    
    
    488
    
    
    
    Payments
    
    
    488.1
    
    Place for payment
    
    
    488.2
    
    Deductions and grossing-up
    
    
    488.3
    
    Production of receipts for Taxes
    
    
    498.4
    
    Money of account
    
    
    498.5
    
    Accounts
    
    
    508.6
    
    Earnings
    
    
    508.7
    
    Continuing security
    
    
    508.8
    
    Mitigation
    
    
    509
    
    
    
    Yield Protection and Force Majeure
    
    
    509.1
    
    Increased costs
    
    
    509.2
    
    Force majeure
    
    
    5210
    
    
    
    Representations and Warranties
    
    
    5210.1
    
    Duration
    
    
    5210.2
    
    Representations and warranties
    
    
    5211
    
    
    
    Undertakings
    
    
    5711.1
    
    Duration
    
    
    5711.2
    
    Information
    
    
    5711.3
    
    Financial Undertakings
    
    
    5811.4
    
    Dividends
    
    
    5911.5
    
    Notification of default
    
    
    6111.6
    
    Consents and registrations
    
    
    6111.7
    
    Negative pledge
    
    
    6111.8
    
    Disposals
    
    
    6111.9
    
    Purchases
    
    
    6211.10
    
    Change of name or business
    
    
    6211.11
    
    Mergers
    
    
    6311.12
    
    Maintenance of status and franchises
    
    
    6311.13
    
    Financial records
    
    
    6411.14
    
    Subordination of indebtedness
    
    
    6411.15
    
    Guarantees
    
    
    6411.16
    
    Further assurance
    
    
    6411.17
    
    Valuation of the Vessels
    
    
    6411.18
    
    Marginal security
    
    
    6511.19
    
    Financial year end
    
    
    6511.20
    
    Maintenance and Insurance
    
    
    65
 17




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##### 



Page12
    
    
    
    Rights of the Agent and the Lenders
    
    
    6612.1
    
    No derogation of rights
    
    
    6612.2
    
    Enforcement of remedies
    
    
    6613
    
    
    
    Default
    
    
    6613.1
    
    Events of default
    
    
    6613.2
    
    Acceleration
    
    
    7213.3
    
    Default indemnity
    
    
    7213.4
    
    Set-off
    
    
    7313.5
    
    Master Agreement rights
    
    
    7314
    
    
    
    Application of Funds
    
    
    7314.1
    
    Total Loss proceeds/proceeds of sale/Event of Default monies
    
    
    7314.2
    
    General funds
    
    
    7414.3
    
    Application of proceeds of Insurances
    
    
    7514.4
    
    Suspense account
    
    
    7515
    
    
    
    The Master Agreement
    
    
    7615.1
    
    Applicability
    
    
    7615.2
    
    Additional Termination Event
    
    
    7615.3
    
    Adjustment of Notional Amounts
    
    
    7615.4
    
    Authority
    
    
    7615.5
    
    Termination of Transactions
    
    
    7715.6
    
    Indemnity
    
    
    7715.7
    
    Notification of Transactions
    
    
    7716
    
    
    
    Fees
    
    
    7716.1
    
    Commitment fee
    
    
    7716.2
    
    Other fees
    
    
    7717
    
    
    
    Expenses
    
    
    7717.1
    
    Initial expenses
    
    
    7717.2
    
    Enforcement expenses
    
    
    7717.3
    
    Stamp duties
    
    
    7818
    
    
    
    Waivers, Remedies Cumulative
    
    
    7818.1
    
    No waiver
    
    
    7818.2
    
    Remedies cumulative
    
    
    7818.3
    
    Severability
    
    
    7818.4
    
    Time of essence
    
    
    7819
    
    
    
    Counterparts
    
    
    7820
    
    
    
    Changes to the Lenders
    
    
    7820.1
    
    Assignments and transfers by the Lenders
    
    
    7920.2
    
    Conditions of assignment or transfer
    
    
    8020.3
    
    Assignment or transfer fee
    
    
    8020.4
    
    Limitation of responsibility of Existing Lenders
    
    
    8020.5
    
    Procedure for transfer
    
    
    81
 18




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##### 



Page20.6
    
    Copy of Transfer Certificate to Borrower
    
    
    8120.7
    
    Disclosure of information
    
    
    8220.8
    
    Borrowers co-operation
    
    
    8221
    
    
    
    Changes to the Borrower
    
    
    8222
    
    
    
    Reference Banks and Agent
    
    
    8222.1
    
    Reference Banks
    
    
    8222.2
    
    Decision making
    
    
    8322.3
    
    The Agent
    
    
    8422.4
    
    Retirement and replacement of the Agent
    
    
    8723
    
    
    
    Notices
    
    
    8923.1
    
    Mode of communication
    
    
    8923.2
    
    Address
    
    
    8923.3
    
    Telefax communication
    
    
    8923.4
    
    Electronic mail
    
    
    8923.5
    
    Receipt
    
    
    9023.6
    
    Language
    
    
    9024
    
    
    
    Governing Law
    
    
    9125
    
    
    
    Waiver of Immunity
    
    
    9126
    
    
    
    Jurisdiction
    
    
    91Schedule 1
    
    Particulars of Agent, Lead Arrangers, Co-Arrangers and Original Lenders
    
    
    95Schedule 2
    
    Notice of Drawdown
    
    
    96Schedule 3
    
    Conditions Precedent
    
    
    97Schedule 4
    
    Confidentiality Undertaking
    
    
    98Schedule 5
    
    Transfer Certificate
    
    
    99Schedule 6
    
    Quarterly Statement of Financial Covenants
    
    
    101Schedule 7
    
    Apollo-Related Transactions
    
    
    103
 19




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##### 



FACILITY AGREEMENT
 DATED 7 July 2004 (as amended and restated on 21 December 2007)
 BETWEEN:
 (1)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the Borrower);(2)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway and NORDEA BANK NORGE ASAof
Middelthuns gate 17, NO-0107 Oslo, Norway as lead arrangers (collectively the Lead Arrangers
and each individually a Lead Arranger);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as co-arrangers
(collectively the Co-Arrangers and each individually a Co-Arranger);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Original Lenders and each individually an Original Lender); and(5)
    
    DnB NOR BANK ASAof Stranden 21, NO-0021 Oslo, Norway as agent (the Agent).
 WHEREAS:
  NOW IT IS HEREBY AGREED
 1
    
    Definitions and Construction
 1.1
    
    DefinitionsIn this Agreement:Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the Borrower and its
consolidated Subsidiaries together with the relative directors and auditors
reports;Advance Date, in relation to any Drawing, means the date on which that Drawing is
advanced to the Borrower pursuant to Clause 2.3 and applied in accordance with
Clause 2.2;Affiliate means, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of this
definition, control (including, with correlative meanings, the terms
controlling, controlled by and under common control with), as applied to any
person, means the possession, directly or indirectly, of the power to vote ten
 20




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##### 



per cent (10%) or more of the securities having voting power for the election of
directors of such person, or otherwise to direct or cause the direction of the
management and policies of that person, whether through the ownership of voting
securities or by contract or otherwise;
 Agreement means this agreement;Apollo means the Fund and any Fund Affiliate;Apollo-Related Transactions means the transactions described in Schedule 7;Apollo Transaction Documents means the Subscription Agreement, the Shareholders
Agreement and the Reimbursement Agreement;Applicable Margin means the rate per annum of one point five per cent (1.5%)
except during any period in which seventy five per cent (75%) or more of the Maximum
Revolving Credit Facility Amount has been drawn down and is outstanding under this
Agreement when the rate per annum shall be increased to one point seven per cent
(1.7%);Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other
stock exchange in the United States of America as is approved in writing by the
Agent (acting on the instructions of the Majority Lenders);Arrasas means Arrasas Limited of International House, Castle Hill, Victoria Road,
Douglas, Isle of Man IM2 4RB, British Isles;Associated Company in relation to any company, means any company which is a
Subsidiary or Holding Company of that company or the majority of whose shares are
beneficially owned by the same person or persons as own the majority of the shares
of that company;Availability Period means the Revolving Credit Facility Availability Period or the
Term Loan Facility Availability Period;Available Commitment means, in relation to a Lender, the amount of its Commitment
in respect of the Revolving Credit Facility less the amount of its Contribution to
the Revolving Credit Facility;Business Day means any day on which banks and financial markets in London, Oslo,
Frankfurt am Main and New York are open for the transaction of business of the
nature contemplated by this Agreement;Cash Balance means, at any date of determination, the unencumbered and otherwise
unrestricted cash and cash equivalents of the NCLC Group;Certified Copy means, in relation to any document delivered or issued by or on
behalf of any company, a copy of such document certified as a true, complete and
up-to-date copy of the original by any of the directors or the secretary or
assistant secretary for the time being of that company;Charge means the three (3) valid and effective first priority shares charges one
(1) to be executed in respect of each of the Owners by the relevant Shareholder as
holder (legally and beneficially) of all the authorised and issued shares in the
 21




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##### 



relevant Owner in favour of the Agent such charges to be in the form and on the
terms and conditions agreed between the Lenders and the Borrower and as specified in
paragraph 28 of Schedule 3;
 Commitment means, as to each Original Lender, the sum set out opposite its name in
Schedule 1 as the amount of the Facility which, subject to the terms of this
Agreement, it is obliged to advance to the Borrower under Clause 2 (or, where the
context so admits, such amount which any successor in title, assignee or transferee
(including any Transferee) of any Original Lender or Lender shall be obliged to
advance to the Borrower under Clause 2, following the assumption of all or any
portion of such liability from any Original Lender or Lender hereunder) in each case
as such amount may be reduced or cancelled under this Agreement;Commitment Period means the Term Loan Facility Commitment Period or the Revolving
Credit Facility Commitment Period;Compulsory Acquisition means requisition for title or other compulsory acquisition
of a Vessel including its capture, seizure, detention or confiscation or
expropriation but excluding any requisition for hire by or on behalf of any
government or governmental authority or agency or by any persons acting or
purporting to act on behalf of any such government or governmental authority or
agency;Confidentiality Undertaking means the undertaking to be entered into relating to
the release of financial information pertaining to the NCLC Group by the Agent or
any Lender to a potential Transferee or assignee such undertaking to be in the form
of Schedule 4;Confirmation means a Confirmation exchanged or deemed to be exchanged between a
Lender or its Affiliate (as the case may be) and the Borrower as contemplated by the
relevant Master Agreement;Consolidated Debt Service means, for any relevant period, the sum (without double
counting), determined in accordance with US GAAP, of:
 (i)
    
    the aggregate principal payable or paid during such period on
any Indebtedness for Borrowed Money of any member of the NCLC Group, other
than:
 (a)
    
    principal of any such Indebtedness for Borrowed
Money prepaid at the option of the relevant member of the NCLC Group;(b)
    
    principal of any such Indebtedness for Borrowed
Money prepaid upon the sale or Total Loss of any vessel owned or leased
under a capital lease by any member of the NCLC Group or under an
Apollo-Related Transaction; and(c)
    
    balloon payments of any such Indebtedness for
Borrowed Money payable during such period (and for the purpose of this
paragraph (c) a balloon payment shall not include any scheduled
repayment instalment of such Indebtedness for Borrowed Money which
forms part of the balloon) or under an Apollo-Related Transaction;
 22




---



##### 



(ii)
    
    Consolidated Interest Expense for such period;(iii)
    
    the aggregate amount of any dividend or distribution of
present or future assets, undertakings, rights or revenues to any shareholder
of any member of the NCLC Group (other than the Borrower or one of its wholly
owned Subsidiaries) or any distribution in respect of share capital during such
period (Distributions) other than the Distributions described in
Clauses 11.4.1(a) and (d); and(iv)
    
    all rent under any capital lease obligations by which the
Borrower or any consolidated Subsidiary is bound which are payable or paid
during such period and the portion of any debt discount that must be amortised
in such period,
 as calculated in accordance with US GAAP and derived from the then latest unaudited
consolidated accounts of the NCLC Group delivered to the Agent in the case of any
period ending at the end of any of the first three (3) financial quarters of each
financial year of the Borrower and the then latest Accounts delivered to the Agent
in the case of the final quarter of each such financial year;Consolidated EBITDA means, for any relevant period, the aggregate of:
 (i)
    
    Consolidated Net Income from the Borrowers operations for such
period; and(ii)
    
    the aggregate amounts deducted in determining Consolidated Net
Income for such period in respect of gains and losses from the sale of assets
or reserves relating thereto, Consolidated Interest Expense, depreciation and
amortisation, impairment charges and any other non-cash charges and deferred
income tax expense for such period;
 Consolidated Interest Expense means, for any relevant period, the consolidated
interest expense (excluding capitalised interest) of the NCLC Group for such period;Consolidated Net Income means, for any relevant period, the consolidated net
income (or loss) of the NCLC Group for such period as determined in accordance with
US GAAP;Contribution means as to each Original Lender the sum set out opposite its name in
Schedule 1, being the amount of the Facility which it is obliged to advance to the
Borrower under Clause 2, and/or, as the case may be, the portion of such sums so
advanced and for the time being outstanding;Credit Support Document means any document described as such in a Master Agreement
and any other document referred to in any such document which has the effect of
creating security in favour of the Agent or the Lenders;Credit Support Provider means any person (other than the Borrower) described as
such in a Master Agreement;Disclosure Letter means the letter so designated given by the Borrower and
acknowledged by the Agent (acting on the instructions of the Lenders) on the
 23




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##### 



Signing Date, such letter to include (among other things) a statement of the
Borrower to the effect that no event or circumstance has occurred since 31 December
2003 which the Borrower reasonably, in each case, believes has had or will have a
Material Adverse Effect;
 Dollars andUSD means the lawful currency of the United States of America;Drawdown Date, in relation to the Term Loan Facility, means the date on which the
Term Loan Facility is drawn down by the Borrower pursuant to Clause 2.3 and applied
in accordance with Clause 2.2;Drawdown Notice means a notice to be given by the Borrower to the Agent pursuant
to Clause 2.3.1;Drawing means any amount of the Revolving Credit Facility advanced by the Lenders
to the Borrower pursuant to Clause 2.3;Earnings means, in respect of a Vessel, (whether earned or to be earned) any and
all freights, hire and passage monies, proceeds of requisition (other than proceeds
of Compulsory Acquisition), rebates and commissions, all earnings deriving from
contracts of employment, demurrage, charterparties, contracts of affreightment,
pooling agreements and joint ventures, compensation, remuneration for salvage and
towage services, damages howsoever arising and detention monies, damages for breach
of any charterparty or other contract for the employment of that Vessel, any amounts
payable in consideration of the termination or variation of any charterparty or
other such contract and any other earnings whatsoever due or to become due to the
relevant Owner;Earnings Assignments means the three (3) valid and effective first legal
assignments of the Earnings of the Vessels (together with the notices thereof and
the acknowledgements) one (1) to be executed by each of the Owners in respect of its
Vessel in favour of the Agent such assignments, notices and acknowledgements to be
in the form and on the terms and conditions agreed between the Lenders and the
Borrower and as specified in paragraph 25 of Schedule 3;Encumbrance means any mortgage, charge, pledge, lien, assignment, hypothecation,
title retention, preferential right or trust arrangement or any other security
agreement or arrangement;Event of Default means any of the events specified in Clause 13;Facility means the Term Loan Facility and the Revolving Credit Facility;Final Maturity Date means the date falling seventy two (72) months from the
Signing Date or such other date as is determined by the provisions of Clause 4
and/or Clause 5;Financial Indebtedness means any obligation for the payment or repayment of money,
whether as principal or as surety and whether present or future, actual or
contingent;Force Majeure means, in relation to the Agent or any Lender, any event or
circumstance which is beyond the reasonable control of such party, which cannot
 24




---



##### 



be foreseen or if foreseeable which is unavoidable, which occurs after the Signing
Date and which prevents that party from performing any of its obligations under this
Agreement;
 Free Liquidity means, at any date of determination, the aggregate of the Cash
Balance and any amounts freely available for drawing under the Facility or any other
revolving or other credit facilities of the NCLC Group, which remain undrawn, could
be drawn for general working capital purposes or other general corporate purposes
and would not, if drawn, be repayable within six (6) months;Fund means Apollo Management VI, LP a Delaware limited partnership with its
principal place of business at 9 West 57th Street, 43rd Floor,
New York, NY 10019, United States of America and other affiliated co-investment
partnerships;Fund Affiliate means the Investors and (i) each other Affiliate (as defined in
Schedule 7) of the Fund that is neither a portfolio company (which means a company
actively engaged in providing goods to unaffiliated customers), whether or not
controlled, nor a company controlled by a portfolio company and (ii) any individual
who is a partner or employee of Apollo Management, LP, Apollo Management IV, LP or
Apollo Management V, LP;Guarantee means the three (3) joint and several guarantees one (1) to be executed
by each of the Owners in favour of the Agent such guarantees to be in the form and
on the terms and conditions agreed between the Lenders and the Borrower and as
specified in paragraph 27 of Schedule 3;Hedging Transaction means a Transaction entered into between a Lender or its
Affiliate (as the case may be) and the Borrower under the relevant Master Agreement
for the express purpose of hedging all or part of the Borrowers interest rate risk
under this Agreement;Holding Company has the meaning defined in the Companies Act 1985, Section 736 as
substituted by the Companies Act 1989, Section 144;Indebtedness for Borrowed Money means Financial Indebtedness (whether present or
future, actual or contingent, long-term or short-term, secured or unsecured) in
respect of:
 (i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and
other charges on or in respect of any of the foregoing);(iii)
    
    the amount of any liability in respect of leases which, in
accordance with US GAAP, are capital leases;(iv)
    
    the amount of any liability in respect of the purchase price
for assets or services payment of which is deferred for a period in excess of
one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in
respect of amounts paid under a letter of credit or similar instrument; and
 25




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##### 



(vi)
    
    (without double counting) any guarantee of Financial
Indebtedness falling within paragraphs (i) to (v) above;
 PROVIDED THATthe following shall not constitute Indebtedness for Borrowed Money:
 (a)
    
    loans and advances made by other members of the NCLC Group
which are subordinated to the rights of the Lenders;(b)
    
    loans and advances made by any shareholder of the Borrower
which are subordinated to the rights of the Lenders; and(c)
    
    any Master Agreement Liabilities;
 Instalment means the amount of principal of the Term Loan Facility repayable on a
Repayment Date in accordance with Clause 3.1;Insurance Assignments means the three (3) valid and effective first legal
assignments of the Insurances of the Vessels (together with the notices thereof) one
(1) to be executed by each of the Owners in respect of its Vessel in favour of the
Agent such assignments and notices to be in the form and on the terms and conditions
agreed between the Lenders and the Borrower and as specified in paragraph 26 of
Schedule 3;Insurances means all policies and contracts of insurance and entries of a Vessel
in a protection and indemnity or war risks association which are effected in respect
of that Vessel, its freights, disbursements, profits or otherwise and all benefits,
including all claims and returns of premiums thereunder and shall also include all
compensation payable by virtue of Compulsory Acquisition;Interest Payment Date means the last day of each Interest Period and if an
Interest Period is longer than six (6) months duration the date falling at the end
of each successive period of six (6) months during such Interest Period from its
commencement;Interest Period means each period ascertained in accordance with Clause 6.2 or
Clause 6.7;Interest Rate means the rate of interest applicable to the Term Loan Facility or a
Drawing calculated in accordance with Clause 6.5, Clause 6.7 or Clause 7.3;Investor I means NCL Investment Ltd. a company organised and existing under the
laws of Bermuda with its registered office at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda;Investor II means NCL Investment II Ltd. a company organised and existing under
the laws of the Cayman Islands with its registered office at c/o Walkers SPV
Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman
Islands, British West Indies;Investors means Investor I and Investor II;LIBOR means with respect to any Interest Period the rate of interest (expressed as
an annual rate) determined by the Agent to be:
 26




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##### 



(i)
    
    the offered rate for deposits in Dollars for a period
equivalent to such Interest Period which appears on the Reuters BBA Page LIBOR
01 at or about 11.00 a.m. London time on the Quotation Date; or(ii)
    
    if no rate is provided for the respective Interest Period on
the Reuters BBA Page LIBOR 01, the interpolated rate per annum for deposits in
Dollars in an amount approximately equal to the Drawing as calculated by the
Agent, such interpolated rate to be based on the Reuters BBA Page LIBOR 01
PROVIDED THATLIBOR for periods of less than one (1) week will be ascertained
under sub-section (iii) below;
 OR (if Reuters BBA Page LIBOR 01 is discontinued or if the Agent is unable to make
the said determination due to technical breakdown in the relevant system or the
Interest Period is less than one (1) week)
 (iii)
    
    the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of one per cent (1/16%)) of the rates per annum notified
to the Agent by each of the Reference Banks as the rate at which deposits in
Dollars in an amount approximately equal to the Drawing are offered to such
Reference Bank by leading banks in the London Interbank Market at such
Reference Banks request at or about 11.00 a.m. London time on the Quotation
Date for a period equal to the Interest Period and for delivery on the first
Business Day thereof;
 Lender means:
 (i)
    
    any Original Lender; and(ii)
    
    any bank, financial institution, trust, fund or other entity
which has become a party to this Agreement in accordance with Clause 20,
 which in each case has not ceased to be a party to this Agreement in accordance with
the terms of this Agreement;Lending Branch means in respect of the Agent and each Original Lender its office
at the address set out beneath its name in Schedule 1 or such other office as it
shall from time to time select and notify through the Agent to the Borrower and the
Agent and in the case of any other Lender such office as it shall from time to time
select and notify through the Agent to the Borrower and the Agent;Lim Family means:
 (i)
    
    the late Tan Sri Lim Goh Tong;(ii)
    
    his spouse;(iii)
    
    his direct lineal descendants;(iv)
    
    the personal estate of any of the above persons; and(v)
    
    any trust created for the benefit of one or more of the above
persons and their estates;
 27




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##### 



MOA means the memorandum of agreement dated as of 23 April 2004 for the sale and
purchase of the Norwegian Spirit Vessel made between the Seller and Norwegian
Spirit;Majority Lenders means Lenders the aggregate of whose Commitments exceed sixty
seven per cent (67%) of the aggregate total of the Commitments of all the Lenders;Management Agreements means:
 (i)
    
    in respect of the Norwegian Spirit Vessel, the agreement dated
5 April 2007 and effective 16 July 2004 between Norwegian Spirit and the
relevant Manager; and(ii)
    
    in respect of the Norwegian Star Vessel, the agreement dated 5
April 2007 and effective 23 April 2004 between Norwegian Star and the relevant
Manager,
 providing for the commercial and technical management and crewing of these Vessels,
and:
 (iii)
    
    in respect of the Pride of Aloha Vessel, the agreement dated 5
April 2007 and effective 7 June 2004 between Pride of Aloha and the relevant
Manager providing for the ship management and crewing services of this Vessel,
 such agreements to be in the form and on the terms and conditions agreed between the
Agent and the Borrower;Management Agreement Assignments means the three (3) valid and effective first
legal assignments of the Management Agreements (together with the notices thereof
and the acknowledgements) one (1) to be executed by each of the Owners in respect of
its Vessel in favour of the Agent such assignments, notices and acknowledgements to
be in the form and on the terms and conditions agreed between the Lenders and the
Borrower;Manager means NCL (Bahamas) in the case of the Norwegian Spirit Vessel and the
Norwegian Star Vessel and NCL America in the case of the Pride of Aloha Vessel;Mandatory Cost means the cost imputed to a Lender of compliance with the mandatory
liquid asset requirements of any central bank or other fiscal, monetary or other
authority;Master Agreement means any ISDA Master Agreement (or any other form of master
agreement relating to interest or currency exchange transactions of a
non-speculative nature) entered into between a Lender or its Affiliate and the
Borrower before the Signing Date, including each Schedule to any Master Agreement
and each Confirmation exchanged under any Master Agreement;Master Agreement Liabilities means, at any relevant time, all liabilities of the
Borrower to a Lender or its Affiliate (as the case may be) under the relevant Master
Agreement, whether actual or contingent, present or future;
 28




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##### 



Material Adverse Effect means a material adverse effect on (i) the validity or
enforceability of any of the Security Documents or the rights or remedies of the
Lenders or their Affiliates (as the case may be) thereunder (ii) the ability of any
Obligor to perform its obligations under any of the Security Documents or (iii) the
assets, business, liabilities, operations, condition (financial or otherwise) or
prospects of the Borrower, any of the Guarantors or the NCLC Group taken as a whole;Maturity Date in relation to a Drawing means the last day of its Term;Maximum Facility Amount means the Maximum Term Loan Facility Amount or the Maximum
Revolving Credit Facility Amount;Maximum Revolving Credit Facility Amount means subject to Clause 5 and Clause
11.18 five hundred million Dollars (USD500,000,000);Maximum Term Loan Facility Amount means subject to Clause 4 and Clause 11.18 three
hundred million Dollars (USD300,000,000);month means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month save that, where any such
period would otherwise end on a day which is not a Business Day, it shall end on the
next Business Day, unless that day falls in the calendar month succeeding that in
which it would otherwise have ended, in which case it shall end on the preceding
Business Day PROVIDED THAT, if a period starts on the last Business Day in a
calendar month or if there is no numerically corresponding day in the month in which
that period ends, that period shall end on the last Business Day in that later
month;Mortgages means (i) the two (2) first priority statutory Bahamian ship mortgages
and deeds of covenants collateral thereto one (1) to be granted by each of Norwegian
Spirit and Norwegian Star over its Vessel and (ii) the first preferred US ship
mortgage to be granted by Pride of Aloha over its Vessel, in each case in favour of
the Agent as security pursuant hereto and to the Master Agreements such mortgages
and deeds of covenants to be in the forms and on the terms and conditions agreed
between the Lenders and the Borrower and as specified in paragraph 24 of Schedule 3;NCL America means NCL America Inc. of Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America, the company providing
ship management and crewing services for the Pride of Aloha Vessel pursuant to the
relevant Management Agreement;NCL America Holdings means NCL America Holdings, Inc. of Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, United States of America;NCL (Bahamas) means NCL (Bahamas) Ltd. of Milner House, 18 Parliament Street,
Hamilton HM 12, Bermuda, the company providing commercial and technical management
and crewing services for the Norwegian Spirit Vessel and the Norwegian Star Vessel
pursuant to the relevant Management Agreements and commercial, marketing, sales and
financial services in respect of the Pride of Aloha Vessel pursuant to the
Sub-Agency Agreement;
 29




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NCLC Fleet means the vessels owned by the companies in the NCLC Group;NCLC Group means the Borrower and its wholly owned Subsidiaries provided that for
the purposes of the definitions of Cash Balance, Consolidated Debt Service,
Consolidated Interest Expense, Consolidated Net Income, Total Capitalisation
and Total Net Funded Debt in this Clause, Clause 11.2 and Clause 11.3 NCLC Group
means the Borrower, its Subsidiaries and any other entity which is required to be
consolidated in the Borrowers accounts in accordance with US GAAP;NCL International means NCL International, Ltd. of Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda;Norwegian Spirit means Norwegian Spirit, Ltd. of Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda;Norwegian Spirit Vessel means the one thousand (1,000) cabin luxury passenger
cruise vessel built in 1998 and named NORWEGIAN SPIRIT (ex SUPERSTAR LEO) to be
purchased by Norwegian Spirit from the Seller pursuant to the MOA and re-registered
under the laws and flag of the Bahamas;Norwegian Star means Norwegian Star Limited of International House, Castle Hill,
Victoria Road, Douglas, Isle of Man IM2 4RB, British Isles;Norwegian Star Vessel means the one thousand one hundred and twenty (1,120) cabin
luxury passenger cruise vessel built in 2001 and named NORWEGIAN STAR registered
in the name of Norwegian Star under the laws and flag of the Bahamas;Notional Amount in respect of any Hedging Transaction, means the Notional Amount
as defined in the Confirmation relating to that Hedging Transaction;Obligors means the Borrower, the Owners, NCL International, NCL America Holdings,
NCL (Bahamas), NCL America, any other Credit Support Provider and any other party
from time to time to any of the Security Documents excluding the Agent and the
Lenders;Outstanding Indebtedness means all sums of any kind payable actually or
contingently to the Agent or the Lenders under or pursuant to this Agreement or any
other Transaction Document (whether by way of repayment of principal, payment of
interest or default interest, payment of any indemnity or counter indemnity,
reimbursement for fees, costs or expenses or otherwise howsoever) and any Master
Agreement Liabilities;Owners means Norwegian Spirit, Norwegian Star and Pride of Aloha;Permitted Indebtedness means monies borrowed or raised other than from any direct
or indirect shareholder of the Borrower for the purpose of acquiring a vessel, or
refinancing a vessel, for a member of the NCLC Group:
 (i)
    
    prior to the Signing Date and notified by the Borrower to the
Agent prior to the Signing Date;
 30




---



##### 



(ii)
    
    hereunder;(iii)
    
    after the Signing Date, subject to the provisions of this
Agreement, at arms length on usual terms and subject to the Borrower first
notifying the Agent with full details of the amount(s) to be borrowed or raised
and the Encumbrances to be created to secure the repayment of such monies; and(iv)
    
    Permitted Refinancing Indebtedness;
 Permitted Liens means (i) any Encumbrance created by or pursuant to the Security
Documents (ii) liens on a Vessel up to an aggregate amount at any time not exceeding
[*] for current crews wages and salvage and liens
incurred in the ordinary course of trading a Vessel (iii) any deposits or pledges to
secure the performance of bids, tenders, bonds or contracts (iv) any other
Encumbrance notified by any of the Obligors to the Agent prior to the Signing Date
(v) without prejudice to Clause 11.11, any Encumbrance in respect of existing
Financial Indebtedness of a person which becomes a Subsidiary of the Borrower or is
merged with or into the Borrower or any of its Subsidiaries (vi) liens on assets
leased, acquired or upgraded after the Signing Date or assets newly constructed or
converted after the Signing Date provided that (a) such liens secure Financial
Indebtedness otherwise permitted under this Agreement (b) such liens are incurred
within one (1) year following such lease, acquisition, upgrade, construction or
conversion and (c) the Financial Indebtedness secured by such liens does not exceed
the cost of such upgrade or the cost of such assets acquired or leased (vii)
statutory and other similar liens arising in the ordinary course of business
unrelated to Financial Indebtedness and securing obligations not yet delinquent or
which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established (viii) without prejudice to Clause 13.1.9,
liens arising out of the existence of judgments or awards in respect of the Borrower
or any of its Subsidiaries (ix) any other lien that may be created by the Borrower
from time to time in the ordinary course of business and (x) any deposits, liens or
other Encumbrances placed or incurred in connection with any bond or other surety
from time to time provided to the US Federal Maritime Commission in order to comply
with laws, regulations and rules applicable to the operators of passenger vessels
operating to or from ports in the United States of America PROVIDED THATthe
aggregate amount of all cash and the fair market value of all other property subject
to such liens as are described in paragraphs (vii) to
(ix) above does not exceed [*] and PROVIDED FURTHER THATany such lien as is
described in paragraphs (vi) to (ix) above does not imperil the security created by
any of the Security Documents and/or affect the ability of any Obligor duly to
perform any of its obligations under any Security Document to which it is or may be
a party at any time, in each case in the reasonable opinion of the Majority Lenders;Permitted Refinancing Indebtedness means any monies borrowed or raised at arms
length on usual terms and other than from any direct or indirect shareholder of the
Borrower which are used to refinance any Permitted Indebtedness including any
Permitted Refinancing Indebtedness;Pride of Aloha means Pride of Aloha, Inc. of Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America;
 31




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##### 



Pride of Aloha Vessel means the one thousand and one (1,001) cabin luxury
passenger cruise vessel built in 1999 and named PRIDE OF ALOHA registered in the
name of Pride of Aloha under the laws and flag of the United States of America;Process Agent means Clifford Chance Secretaries Limited whose registered office is
presently at 10 Upper Bank Street, London E14 5JJ or any other person in England
nominated by the Borrower or any other Obligor and approved by the Agent as agent to
accept service of legal proceedings on their behalf under any of the Security
Documents;Purchase Price means three hundred and seventeen million Dollars (USD317,000,000)
in respect of the Norwegian Spirit Vessel being the price agreed between the Seller
and Norwegian Spirit for the sale and purchase of a Vessel under clause 1 of the
MOA;Quotation Date means, in relation to any Interest Period, the day two (2) Business
Days (in London) prior to the first day of the relevant Interest Period;Reference Banks means DnB NOR Bank ASA and Nordea Bank Norge ASA;Reimbursement Agreement means the reimbursement and distribution agreement dated
17 August 2007, by and among Investor I, Star and the Borrower;Relevant Percentage means at any relevant time the percentage that the valuation
of a Vessel obtained in accordance with Clause 11.17 bears to the aggregate of the
valuations of the Vessels obtained as aforesaid at such time;Renewal Notice means a notice to be given by the Borrower to the Agent to extend
the period of a Term;Repayment Dates means in respect of the Term Loan Facility, subject to the
provisions of Clause 4, (i) the last day of each of the eleven (11) consecutive
periods of six (6) months the first such period commencing on the Drawdown Date and
the eleventh (11th) such period terminating five and a half (51/2) years
thereafter and (ii) the Final Maturity Date;Restatement Date has the meaning set out in the Third Supplemental Deed;Reuters BBA Page LIBOR 01 means the display currently designated as Reuters BBA
Page LIBOR 01, which includes London Interbank Offered Rates of four (4) major
banks, which are members of the International Swaps and Derivatives Association,
Inc. or such other service as may be nominated by the British Bankers Association
as the information vendor for displaying the London Interbank Offered Rates of major
banks in the London Interbank Market;Revolving Credit Facility means the revolving credit facility granted hereunder in
the Maximum Revolving Credit Facility Amount or (as the context may require) the
amount thereof for the time being advanced and outstanding under this Agreement;Revolving Credit Facility Availability Period means the period beginning on the
Signing Date and ending one (1) month before the Final Maturity Date;
 32




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##### 



Revolving Credit Facility Commitment Period means the period beginning on the
Signing Date and ending on the earlier of the last day of the Revolving Credit
Facility Availability Period and the date on which the Revolving Credit Facility is
cancelled hereunder;Same Day Funds means Dollar funds settled through the New York Clearing House
Interbank Payments System or such other funds for payment in Dollars as the Agent
shall specify by notice to the Borrower as being customary at the time for the
settlement of international transactions in New York of the type contemplated by
this Agreement;Security Documents means this Agreement, the Charges, the Mortgages, the
Guarantees, the Earnings Assignments, the Insurance Assignments, the Management
Agreement Assignments, the Sub-Agency Agreement Assignment, the Master Agreements
and any other Credit Support Documents, any fee letter and all such other documents
as may be executed at any time in favour of the Agent as security for the
obligations of the Borrower and/or the other Obligors whether executed pursuant to
the express provisions of this Agreement or otherwise howsoever;Security Period means the period beginning on the earlier of the Drawdown Date and
the first Advance Date and ending on the date on which the amounts outstanding under
this Agreement and under each of the other Security Documents are finally and
irrevocably repaid and/or cancelled in full;Seller means Superstar Leo Limited of Douglas, Isle of Man, British Isles as
seller of the Norwegian Spirit Vessel;Shareholder means NCL International in the case of Norwegian Spirit and Norwegian
Star and NCL America Holdings in the case of Pride of Aloha;Shareholders Agreement means the shareholders agreement dated 17 August 2007
made or to be made between Star, the Investors (directly in the case of Investor I
and by way of joinder in the case of Investor II) and the Borrower;Signing Date means the date of this Agreement;Star means Star Cruises Limited a company organised and existing under the laws of
Bermuda with its registered office at Canons Court, 22 Victoria Street, Hamilton HM
12, Bermuda;Sub-Agency Agreement means the agreement dated 7 June 2004 between NCL America and
the Sub-Agent providing for the commercial, marketing, sales and financial services
in respect of the Pride of Aloha Vessel, such agreement to be in the form and on the
terms and conditions agreed between the Agent and the Borrower and as specified in
paragraph 23 of Schedule 3;Sub-Agency Agreement Assignment means the valid and effective first legal
assignment of the Sub-Agency Agreement (together with the notice thereof and the
acknowledgement), to be executed by NCL America in favour of the Agent, such
assignment, notice and acknowledgement to be in the form and on the terms and
conditions agreed between the Lenders and the Borrower and as specified in paragraph
30 of Schedule 3;
 33




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##### 



Sub-Agent means NCL (Bahamas), the company providing commercial, marketing, sales
and financial services in respect of the Pride of Aloha Vessel pursuant to the
Sub-Agency Agreement;Subscription Agreement means the subscription agreement dated 17 August 2007 made
or to be made between Star, the Investors (directly in the case of Investor I and by
way of assignment in the case of Investor II) and the Borrower;Subsidiary has the meaning defined in the Companies Act 1985, Section 736 as
substituted by the Companies Act 1989, Section 144;Substitute Basis means an alternative basis for maintaining a Drawing or the Term
Loan Facility certified by the Agent pursuant to Clause 7.3.1;Suspension Notice means a notice given by the Agent to the Borrower pursuant to
Clause 7.1;Taxes means all present and future income and other taxes, levies, imposts,
deductions, compulsory liens and withholdings whatsoever together with interest
thereon and penalties with respect thereto, if any, and any payments made on or in
respect thereof and Taxation shall be construed accordingly;Term means, in relation to a Drawing, the period for which such Drawing is, or is
to be, borrowed, as specified in the Drawdown Notice for such Drawing and as
extended by any Renewal Notice for such Drawing provided that the Term shall not
extend beyond the Final Maturity Date;Term Loan Facility means the term loan facility granted hereunder in the Maximum
Term Loan Facility Amount or (as the context may require) the amount thereof for the
time being advanced and outstanding under this Agreement;Term Loan Facility Availability Period means the period beginning on the Signing
Date and ending on 31 August 2004;Term Loan Facility Commitment Period means the period beginning on the Signing
Date and ending on the earlier of the Drawdown Date and the date on which the Term
Loan Facility is cancelled hereunder;Third Party means any person or group of persons acting in concert (as the
expression acting in concert is defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;Third Supplemental Deed means the third supplemental deed dated
21 December 2007 to this Agreement;Total Capitalisation means, at any date of determination, Total Net Funded Debt
plus the consolidated stockholders equity of the NCLC Group at such date determined
in accordance with US GAAP and derived from the then latest unaudited and
consolidated accounts of the NCLC Group delivered to the Agent in the case of the
first three (3) quarters of each financial year and the then latest Accounts
delivered to the Agent in the case of the final quarter of each financial year;
 34




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##### 



Total Loss
 Total Net Funded Debt
 (i)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(ii)
    
    the amount of any Indebtedness for Borrowed Money of any person
which is not a member of the NCLC Group but which is guaranteed by a member of
the NCLC Group as at such date;
  Transaction
 Transaction Documents
 Transfer Certificate
 Transfer Date
 Transferee
 US GAAP
 Vessels
 (i)
    
    the Norwegian Spirit Vessel;(ii)
    
    the Norwegian Star Vessel; and(iii)
    
    the Pride of Aloha Vessel.
 1.2
    
    Construction
  1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Agreement;
 35




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##### 



1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Agreement unless otherwise stated and
references to this Agreement are to be construed as references to this
Agreement including its Schedules;1.2.3
    
    subject to Clause 10.2.21 and Clause 10.1, references to (or to any specified
provision of) this Agreement or any other document shall be construed as
references to this Agreement, that provision or that document as from time to
time amended, supplemented and/or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Agreement or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent shall not be deemed
to have accepted such matter unless its acceptance is communicated in writing;
the Agent may give or withhold its consent, approval or acceptance at its
unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    AgentThe Agent has been appointed by the Lenders as agent under Clause 22.3 and (unless
the context otherwise requires) references herein to the Agent shall be construed as
references to itself and the Lenders. The Borrower shall only communicate with the
Lenders under this Agreement and the other Security Documents through the Agent and
as hereinafter referred to.1.4
    
    Third party rightsA person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of
this Agreement.
 2
    
    The Facility
 2.1
    
    Availability
 2.1.1
    
    The Lenders grant to the Borrower the Term Loan Facility which shall be
available for drawdown by the Borrower in one (1) amount within the Term
 36




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##### 



Loan Facility Availability Period subject to the provisions of Clause 2.2
and Clause 2.3.2.1.2
    
    The Lenders also grant to the Borrower the Revolving Credit Facility which is
of a revolving nature and shall be available to the Borrower during the
Revolving Credit Facility Availability Period subject to the provisions of
Clause 2.2 and Clause 2.3. Each Drawing shall be repaid on its Maturity Date.
However, a Term may be extended to the end of the succeeding Interest Period in
respect of that Drawing by the giving of a Renewal Notice by the Borrower to
the Agent not later than 9.00 a.m. London time four (4) Business Days prior to
the commencement of the relevant Interest Period.2.1.3
    
    Each Lender shall advance its Contribution to the Term Loan Facility or a
Drawing (as the case may be) in the proportion which its Contribution for the
time being bears to the other Contributions of the Lenders to the Facility.2.1.4
    
    None of the Agent or any other Lender shall be liable for any failure or
delay on the part of any Lender in making any advance hereunder nor shall the
Agent have any obligation to seek to procure additional Lenders in the event of
such a failure PROVIDED THATif any Lender should fail to advance its
Contribution to an advance hereunder, that Lender and the Agent will take all
reasonable steps to mitigate the effect of that failure. Notwithstanding the
aforesaid proviso, no Lender shall be obliged to increase its Contribution
hereunder in respect of the failure by any other Lender to fund any
Contribution.
 2.2
    
    Purpose and ApplicationThe Borrower shall apply the Facility in part payment of the Purchase Price due to
the Seller under the MOA, in refinance of the existing finance in respect of the
Norwegian Star Vessel and the Pride of Aloha Vessel and in payment of fees and
expenses incurred in connection with the Facility and any balance of the Revolving
Credit Facility from time to time may be used for general corporate and working
capital purposes for the Borrower and its Subsidiaries. None of the Lenders or the
Agent shall be bound to monitor or verify the application of any amount borrowed
under this Agreement.2.3
    
    DrawdownThe Borrower shall only draw down the Term Loan Facility or a Drawing if:
 2.3.1
    
    the Agent receives at least four (4) Business Days notice of the Borrowers
request for such drawing in the form of Schedule 2;2.3.2
    
    the Drawdown Date or the Advance Date proposed is a Business Day within the
relevant Availability Period;2.3.3
    
    any Drawing is in a minimum amount of ten million Dollars (USD10,000,000) or
a whole multiple thereof;2.3.4
    
    on any Advance Date not more than ten (10) Drawings will be outstanding;
 37




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##### 



2.3.5
    
    its drawdown would not result in the amount of the relevant Facility
exceeding the relevant Maximum Facility Amount on the Drawdown Date or the
Advance Date (as the case may be);2.3.6
    
    no Event of Default has occurred before the date of such drawing and such
drawing would not constitute an Event of Default;2.3.7
    
    the representations and warranties set out in Clause 10 and each of the other
Security Documents are correct on the date of such drawing;2.3.8
    
    it is then lawful for each of the Lenders to make available its relevant
Contribution to the drawing; and2.3.9
    
    in the case of the first Drawing made under this Agreement, the Advance Date
in respect of that Drawing is on or before 31 August 2004.
 2.4
    
    Break costsIf for any reason the Term Loan Facility or a Drawing is not drawn down by the
Borrower hereunder after the relevant Drawdown Notice has been given to the Agent
pursuant to Clause 2.3, the Borrower will pay to the Agent for the account of the
Lenders such amount as the Agent may certify as necessary to compensate the Lenders
(other than any Lender whose default has caused the Term Loan Facility or the
Drawing not to be drawn down) for any loss (including any losses under any Master
Agreements) or expense on account of funds borrowed, contracted for or utilised in
order to fund its Contribution to the Term Loan Facility or the Drawing (as the case
may be). Each Lender shall supply to the Agent a certificate of break costs which
in the absence of manifest error shall be conclusive as to the amounts due.2.5
    
    Conditions of drawdownThe Agent shall not be under any obligation to advance the Term Loan Facility or a
Drawing hereunder until all the documents and evidence referred to in the relevant
part of Schedule 3 are in the possession of the Agent in form and substance
satisfactory to the Lenders.2.6
    
    Several obligations of the LendersThe obligations and rights of each Lender hereunder are several and if for any
reason the Borrower receives an amount greater than the aggregate of the
Contributions to the Term Loan Facility or the Drawing (as the case may be), the
Borrower forthwith upon the demand of the Agent shall pay to the Agent (for the
account of those Lenders whose Contributions were exceeded) the amount certified by
the Agent as representing the excess of the amount paid to the Borrower over the due
and proper amount of the Contributions of the Lenders actually received by the
Agent.2.7
    
    Lenders failure to performSubject to Clause 2.1.3, the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of the Borrower towards any other party
hereto nor
 38




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shall any such other party be liable for the failure by such Lender to perform its
obligations hereunder.2.8
    
    Fulfilment of conditions after drawdownIf the Lenders, acting unanimously, decide (or the Agent in accordance with Clause
22 decides) to permit the advance of the Term Loan Facility and/or the first Drawing
to the Borrower hereunder without having received all of the documents or evidence
referred to in Schedule 3, the Borrower will nevertheless deliver the remaining
documents or evidence to the Agent within such period as the Agent may stipulate and
the advance of the Term Loan Facility and/or the Drawing shall not be construed as a
waiver of the Agents right to receive the documents or evidence as aforesaid nor
shall this provision impose on the Agent or the Lenders any obligation to permit the
drawing in the absence of any of such documents or evidence.
 3
    
    Repayment of the Term Loan Facility
 3.1
    
    Unless otherwise repaid in accordance with the provisions of this Agreement,
the Borrower hereby agrees to repay the Term Loan Facility by twelve (12) half yearly
Instalments of principal on the Repayment Dates. The first eleven (11) Instalments
shall each be in the amount of seventeen million five hundred thousand Dollars
(USD17,500,000) and the twelfth (12th) and final Instalment shall be in the
amount of one hundred and seven million five hundred thousand Dollars (USD107,500,000).
 4
    
    Prepayment of the Term Loan Facility
 4.1
    
    Voluntary prepaymentOn giving at least thirty (30) days prior notice to the Agent, the Borrower may on
the last day of an Interest Period prepay (without premium or penalty, subject to
Clause 4.8) the whole or any relevant part of the Term Loan Facility (but if in part
in an amount of at least five million Dollars (USD5,000,000) or such lesser amount
as is acceptable to the Agent).4.2
    
    Voluntary prepayment in case of increased costAt any time after any sum payable by the Borrower has been increased under Clause 7
or a Lender has made any claim for indemnification under Clause 7, the Borrower may,
after giving to the Agent five (5) Business Days notice of its intention to do so,
prepay the whole (but not part only) of that Lenders Contribution to the Term Loan
Facility, subject to Clause 4.8.4.3
    
    Mandatory prepayment in case of illegality
 4.3.1
    
    If any change in, or in the interpretation or application of, any law,
regulation or treaty shall make it unlawful in any jurisdiction applicable to
any of the Lenders for that Lender to make available or maintain its
Contribution to the Term Loan Facility or to give effect to its obligations as
contemplated hereby, the Agent may, by notice thereof to the Borrower, declare
that the relevant Lenders obligations shall be terminated forthwith whereupon
(if any of the Facility has then been advanced) the Borrower
 39




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shall prepay forthwith to the relevant Lender its Contribution to the Term
Loan Facility together with interest thereon to the date of such prepayment
and all other amounts due to such Lender under Clause 4.8 and under the
Security Documents (or, if permitted by the relevant law, regulation or
treaty, at the end of the then current Interest Period).4.3.2
    
    A Lender affected by any provision of Clause 4.3.1 shall promptly inform the
Agent after becoming aware of the relevant change and the Agent shall, as soon
as reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under Clause
4.3.1 and in consultation with the Agent, the affected Lender will then take
all such reasonable steps as may be open to it to mitigate the effect of the
change (for example (and if then possible) by changing its Lending Branch or
transferring some or all of its rights and obligations under this Agreement to
another financial institution reasonably acceptable to the Borrower and the
Agent). The reasonable costs of mitigating the effect of any such change shall
be borne by the Borrower save where such costs are of an internal
administrative nature and are not incurred in dealings by any Lender with third
parties.
 4.4
    
    Voluntary prepayment following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 7.3 whether or not it
wishes to prepay the Term Loan Facility, in which event the Borrower shall forthwith
prepay the Term Loan Facility together with interest accrued thereon at the rate
specified in the relevant certificate of Substitute Basis and any break costs in
accordance with Clause 4.8.4.5
    
    Prepayment in case of Total Loss of a VesselIf a Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is adequately covered by the Insurances and that the relevant insurance
proceeds will be payable to the Agent within one hundred and fifty (150) days plus
three (3) business days in Frankfurt, New York and Singapore thereof, by no later
than the date which is one hundred and fifty (150) days plus three (3) business days
in Frankfurt, New York and Singapore after the date of the event giving rise to such
Total Loss prepay the Relevant Percentage of the Term Loan Facility in accordance
with Clause 4.7, Clause 4.8 and Clause 14.1.For the purposes of this Clause a Total Loss shall be deemed to have occurred:
 4.5.1
    
    if it consists of an actual loss, at noon Greenwich Mean Time on the actual
date of loss or, if that is not known, on the date on which the Vessel was last
heard of;4.5.2
    
    if it consists of a Compulsory Acquisition, at noon Greenwich Mean Time on
the date on which the requisition is expressed to take effect by the person
requisitioning the Vessel; and4.5.3
    
    if it consists of a constructive or compromised or arranged or agreed total
loss or damage to the Vessel rendering repair impracticable or
 40




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uneconomical or rendering the Vessel permanently unfit for normal use, at
noon Greenwich Mean Time on the date on which notice claiming the loss of
the Vessel is given to its insurers.
 4.6
    
    Prepayment in case of sale of a VesselIf a Vessel is sold by the relevant Owner with the prior consent of the Agent (which
consent is not to be unreasonably withheld or delayed) or the Pride of Aloha Vessel
is sold or otherwise disposed of pursuant to the relevant Apollo-Related
Transaction, then the Borrower will concurrent with completion of the sale prepay
the Relevant Percentage of the Term Loan Facility in accordance with Clause 4.7 and
Clause 14.1.Subject to Clause 4.8 hereof, prepayment of the Relevant Percentage of the Term Loan
Facility consequent upon the permitted sale or disposal of the Vessel as
contemplated by this Clause 4.6 shall absolve the Borrower from any liability to pay
prepayment fees or costs.4.7
    
    Effect of prepaymentAny notice given by the Borrower under Clause 4.1, Clause 4.2 or Clause 4.4 shall be
irrevocable and shall oblige the Borrower to pay to the Agent on account of the
Lenders the amount or amounts therein stated on the date therein stated. No amount
prepaid under this Agreement may be redrawn. Each prepayment under this Agreement
shall be applied in satisfaction of the Instalments pro rata. Prepayments under
this Agreement shall be made together with:
 4.7.1
    
    accrued interest on the amount to be prepaid to the date of such prepayment
(calculated in respect of any period during which a Substitute Basis has
applied by virtue of Clause 7.3, at the rate per annum more particularly
described in Clause 7.2);4.7.2
    
    any additional amounts payable under Clause 7.2 and Clause 8.1;4.7.3
    
    costs certified by the Agent as necessary to compensate the Lenders for the
cost of repaying fixed deposits borrowed to fund any part of the Term Loan
Facility or any part of any Drawing which is prepaid before the Final Maturity
Date in the case of the Term Loan Facility and before the Maturity Date in the
case of any Drawing or the fixed term by reference to which the relevant rate
of interest has been ascertained; and4.7.4
    
    all other sums payable by the Borrower to the relevant Lender under this
Agreement including, without limitation, any accrued commitment fee payable
under Clause 16.1.
 41




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4.8
    
    Break costs on prepaymentIf any repayment or prepayment of the Term Loan Facility or part thereof is made
otherwise than on the last day of an Interest Period, the Borrower shall pay to the
Agent on behalf of the Lenders on demand such additional amount as the Agent may
certify (such certificate to contain a calculation thereof in reasonable detail) as
necessary to compensate each of the Lenders for any loss (including the cost of
breaking deposits or re-employing funds (including warehousing and other related
costs)) or any losses under any Master Agreement or expense (including warehousing
and other related costs) on account of funds borrowed, contracted for or utilised to
fund the amount so repaid or prepaid provided that each Lender shall pay to the
Borrower any swap breakage gain actually received by the Lender under any Master
Agreement.
 5
    
    Repayment, Reduction and Cancellation of the Revolving Credit Facility
 5.1
    
    RepaymentThe Borrower shall repay each Drawing on its Maturity Date. If a Drawing (the new
Drawing) is to be made on a day on which another Drawing (the maturing Drawing)
is due to be repaid then, subject to the terms of this Agreement:
 5.1.1
    
    the maturing Drawing shall be deemed to have been repaid on its Maturity Date
either in whole (if the new Drawing is equal to or greater than the maturing
Drawing) or in part (if the new Drawing is less than the maturing Drawing); and5.1.2
    
    to the extent that the maturing Drawing is so deemed to have been repaid, the
principal amount of the new Drawing to be made on such date shall be deemed to
have been credited to the account of the Borrower by the Agent on behalf of the
Lenders in accordance with the terms of this Agreement and the Lenders shall
only be obliged to make available to the Borrower pursuant to Clause 2.3 a
principal amount equal to the amount by which the new Drawing exceeds the
maturing Drawing.
  5.2
    
    Scheduled reductions of Commitments to the Revolving Credit FacilityWithout prejudice to any other provision of this Agreement, the Commitments to the
Revolving Credit Facility shall be reduced to zero on the Final Maturity Date.5.3
    
    Sale or other disposal or Total Loss of a Vessel: mandatory cancellationIf at any time during the Security Period a Vessel is sold or is or becomes a Total
Loss or the Pride of Aloha Vessel is sold or otherwise disposed of pursuant to the
relevant Apollo-Related Transaction, the Commitments to the Revolving Credit
Facility shall be reduced on the date on which the proceeds of such sale or Total
Loss or other disposal are made available by an amount equal to the Relevant
Percentage.
 42




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##### 



If, upon reduction of the Commitments to the Revolving Credit Facility by such
amount, the aggregate of the Drawings at such time exceeds the Commitments to the
Revolving Credit Facility as thereby reduced, the Borrower shall on such date prepay
such amount of the outstanding Drawings as will ensure that immediately thereafter
the aggregate amount of the Drawings will not exceed the Commitments to the
Revolving Credit Facility as so reduced.5.4
    
    Amounts payable on prepaymentAny prepayment of the Revolving Credit Facility under this Clause 5 shall be made
together with such sums as are set out in Clause 4.7.5.5
    
    Notice of prepaymentNo voluntary prepayment of a Drawing may be effected under this Clause 5 unless the
Borrower shall have given the Agent at least five (5) Business Days notice of its
intention to make such prepayment. Every notice of prepayment shall be effective
only on actual receipt by the Agent, shall be irrevocable, shall specify the amount
to be prepaid and shall oblige the Borrower to make such prepayment on the date
specified. Unless and to the extent that the Commitments to the Revolving Credit
Facility are cancelled or reduced on or with effect from the date of any such
prepayment, amounts prepaid may be re-drawn under this Agreement. The Borrower may
not prepay any Drawing or any part thereof save as expressly provided in this
Agreement.5.6
    
    Voluntary cancellation of Commitments to the Revolving Credit FacilityThe Borrower may at any time during the Revolving Credit Facility Availability
Period by notice to the Agent (effective only on actual receipt) cancel with effect
from a date not less than ten (10) Business Days after the receipt by the Agent of
such notice the whole or any part (being five million Dollars (USD5,000,000) or a
whole multiple thereof but not more than the Available Commitments of all of the
Lenders as at such date) of the total of the Available Commitments as at such date
of all the Lenders. Any such notice of cancellation, once given, shall be
irrevocable and upon such cancellation taking effect the Commitment of each of the
Lenders to the Revolving Credit Facility shall be reduced proportionately and the
Borrower shall on the date designated in its notice prepay such amount of the
outstanding Drawings as will ensure that immediately thereafter the aggregate amount
of the Drawings will not exceed the Commitments to the Revolving Credit Facility as
so reduced by virtue of the Borrowers cancellation.5.7
    
    Additional partial cancellationThe Borrower may also at any time during the Revolving Credit Facility Availability
Period by notice to the Agent (effective only on actual receipt) cancel with effect
from a date not less than five (5) Business Days after receipt by the Agent of such
notice the whole but not part only, but without prejudice to its obligations under
Clause 7.2 and Clause 9.1, of the Commitment to the Revolving Credit Facility of any
Lender to which the Borrower shall have become obliged to pay additional amounts
under Clause 7.2 or Clause 9.1. Upon any notice of such prepayment being given, the
Commitment of the relevant Lender to the Revolving Credit Facility shall be reduced
to zero and the Borrower shall be obliged to prepay the Contribution of such Lender
to the Revolving Credit Facility on such date.
 43




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5.8
    
    Prepayment during TermThe Borrower may at any time by notice to the Agent (effective only on actual
receipt) prepay the whole or any part (being five million Dollars (USD5,000,000) or
such lesser amount as is acceptable to the Agent of any Drawing prior to its
Maturity Date on not less than five (5) Business Days notice (whether or not any
part of the Commitment to the Revolving Credit Facility is also being cancelled on
such date pursuant to any provision of this Agreement) and the Borrower shall when
making such prepayment, make such prepayment together with any amounts as referred
to in Clause 5.4.5.9
    
    Mandatory cancellation in case of illegalityIf any change in, or in the interpretation or application of, any law, regulation or
treaty shall make it unlawful in any jurisdiction applicable to any of the Lenders
for that Lender to make available or maintain its Contribution to the Revolving
Credit Facility or to give effect to its obligations as contemplated hereby, the
Agent may, by notice thereof to the Borrower, declare that the relevant Lenders
obligations shall be terminated forthwith whereupon (if any of the Revolving Credit
Facility has then been advanced) the Borrower shall prepay forthwith to the relevant
Lender its Contribution to the Revolving Credit Facility together with interest
thereon to the date of such prepayment and all other amounts due to such Lender
under Clause 5.8 and under the Security Documents (or, if permitted by the relevant
law, regulation or treaty, at the end of the then current Interest Period).A Lender affected by any provision of this Clause 5.9 shall promptly inform the
Agent after becoming aware of the relevant change and the Agent shall, as soon as
reasonably practicable thereafter, notify the Borrower of the change and its
possible results. Without affecting the Borrowers obligations under this Clause
5.9 and in consultation with the Agent, the affected Lender will then take all such
reasonable steps as may be open to it to mitigate the effect of the change (for
example (and if then possible) by changing its Lending Branch or transferring some
or all of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the Borrower and the Agent). The reasonable
costs of mitigating the effect of any such change shall be borne by the Borrower
save where such costs are of an internal administrative nature and are not incurred
in dealings by any Lender with third parties.5.10
    
    Voluntary cancellation following imposition of Substitute BasisThe Borrower may notify the Agent within ten (10) days of the receipt of a
certificate from the Agent of a Substitute Basis under Clause 7.3 whether or not it
wishes to cancel the Revolving Credit Facility or the relevant part thereof, in
which event the Borrower shall forthwith cancel the Revolving Credit Facility or
such relevant part thereof and prepay such amount of the outstanding Drawings as
will ensure that immediately thereafter the aggregate of amount of the Drawings will
not exceed the Commitments to the Revolving Credit Facility as so reduced by virtue
of the Borrowers cancellation.5.11
    
    Cancellation in case of Total Loss of a VesselIf a Vessel is or becomes a Total Loss, then the Borrower will, within thirty (30)
days thereof or, if the Agent is satisfied in its sole discretion that the Total
Loss is
 44




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adequately covered by the Insurances and that the relevant insurance proceeds will
be payable to the Agent on its behalf within one hundred and fifty (150) days
thereof, by no later than the date which is one hundred and fifty (150) days after
the date of the event giving rise to such Total Loss cancel and prepay the Relevant
Percentage of the Revolving Credit Facility in accordance with Clause 5.3 and Clause
14.1.The relevant provisions of Clause 4.5 shall be applied to this Clause to determine
when a Total Loss shall be deemed to have occurred.5.12
    
    Cancellation in case of sale or other disposal of a VesselIf a Vessel is sold by the relevant Owner with the prior consent of the Agent (which
consent is not to be unreasonably withheld or delayed) or the Pride of Aloha Vessel
is sold or otherwise disposed of pursuant to the relevant Apollo-Related
Transaction, then the Borrower will concurrent with completion of the sale or other
disposal cancel and prepay the Relevant Percentage of the Revolving Credit Facility
in accordance with Clause 5.3 and Clause 14.1.
 6
    
    Interest
 6.1
    
    Payment of interestThe Borrower shall pay interest on the Term Loan Facility and each Drawing at the
Interest Rate applicable for each Interest Period in respect thereof which interest
shall be payable in arrears on each Interest Payment Date.6.2
    
    Selection and duration of Interest PeriodsThe Borrower may give notice to the Agent to be received by the Agent not later than
9.00 a.m. London time four (4) Business Days prior to the commencement of each
Interest Period, specifying whether that Interest Period is to be of one (1), three
(3) or six (6) months duration or of such other period as the Borrower and all the
Lenders may agree. Interest Periods shall commence, in the case of the first in
respect of the Term Loan Facility or a Drawing, on the Drawdown Date in the case of
the Term Loan Facility and on the relevant Advance Date in the case of a Drawing
and, in the case of Interest Periods other than the first, on the expiry of the
preceding Interest Period. Each Interest Period shall, subject to the following
provisions of this Clause 6, be of a duration selected by the Borrower as above
PROVIDED THATthe final Interest Periods in respect of each of the Facility shall
end on the Final Maturity Date.6.3
    
    No notice and unavailabilityIf the Borrower fails to select an Interest Period in accordance with Clause 6.2 or
the Agent certifies that deposits for the period selected by the Borrower are not
available to each of the Lenders in the ordinary course of business in the London
Interbank Market to fund the Term Loan Facility or the Drawing, the Borrower shall
be deemed to have selected an Interest Period of three (3) months (or such other
period as the Agent may in its sole discretion decide).
 45




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6.4
    
    Extension and shortening of Interest Periods
 6.4.1
    
    If an Interest Period would otherwise end on a day which is not a Business
Day, the Interest Period shall be extended until the next following Business
Day unless the next following Business Day falls in the next calendar month in
which case the Interest Period will be shortened to expire on the preceding
Business Day.6.4.2
    
    If an Interest Period commences on the last Business Day in a month and if
there is no day in the month in which the Interest Period will end which
corresponds numerically to the day on which it begins, the Interest Period
shall end on the last Business Day in that month.
 6.5
    
    Interest RateSubject to Clause 6.7 and Clause 7, the rate of interest applicable to the Term Loan
Facility or a Drawing during an Interest Period shall be the rate per annum which is
the sum of LIBOR, the Applicable Margin and Mandatory Costs.6.6
    
    Bank basisInterest, commitment fee and any other payments hereunder or under any fee letter of
an annual nature shall accrue from day to day and be computed on the basis of a year
of three hundred and sixty (360) days and for the actual number of days elapsed.6.7
    
    Default interestIf the Borrower fails to pay on the due date any sum due under this Agreement or any
of the other Security Documents to which it may at any time be a party, the Borrower
shall, without affecting any other remedy of the Agent or the Lenders, on demand pay
interest on such sum from the due date to the actual date of payment (as well after
as before judgment). Such interest shall accrue on a daily basis at the higher of
the Interest Rate fixed for the latest Interest Period and the rate computed by the
Agent and certified by the Agent to the Borrower as being the aggregate of (i) the
Applicable Margin, Mandatory Costs and two per cent (2%) and (ii) the greater of (a)
in the case of the Lenders, the average (rounded upwards if necessary to the next
integral multiple of one-sixteenth of one per cent (1/16%)) of the respective rates
per annum at which each of the Lenders is able to acquire in accordance with its
normal practice deposits in Dollars in successive periods of one (1) month (or for
such shorter period as the Agent may in its sole discretion select) in the London
Interbank Market in an amount equivalent to or comparable with its relevant
Contribution to such sum, and, in the case of the Agent, the rate per annum at which
it is able to acquire in accordance with its normal practice deposits in Dollars in
successive periods of one (1) month (or for such shorter period as the Agent may in
its sole discretion select) in the London Interbank Market in an amount equivalent
to such sum, as at approximately 11.00 a.m. London time on any relevant day and (b)
in the case of the Lenders, the average (rounded upwards if necessary to the next
integral multiple of one-sixteenth of one per cent (1/16%)) of the cost to each of
the Lenders of funding its relevant Contribution to such sum, and, in the case of
the Agent, the cost of funding such sum, such interest to be compounded at the end
of the period selected by the Agent and to be payable on
 46




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7
    
    Substitute Basis of Funding
 7.1
    
    Market disturbanceNotwithstanding anything to the contrary in this Agreement, if prior to the
commencement of any Interest Period the Agent shall determine in good faith (which
determination shall be conclusive and binding on the parties hereto) that:
 7.1.1
    
    by reason of circumstances affecting the London Interbank Market adequate and
fair means do not exist for ascertaining the Interest Rate during such Interest
Period pursuant to Clause 6; or7.1.2
    
    deposits in Dollars of equal duration to such Interest Period will not be
available to any of the Lenders in the London Interbank Market in sufficient
amounts in the ordinary course of business to fund its relevant Contribution
during such Interest Period; or7.1.3
    
    by reason of any material change in applicable law or regulation or of any
change in national or international financial or economic conditions any of the
Lenders is unable to fund or to continue to fund its relevant Contribution
during such Interest Period by deposits obtained in the London Interbank
Market,
  7.2
    
    Suspension of drawdownIf a Suspension Notice is given by the Agent before the advance of the Term Loan
Facility or a Drawing in accordance with Clause 2 then the Agent shall not be
obliged to advance the Term Loan Facility or any Drawing until notice to the
contrary is given by the Agent. During the period of thirty (30) days from the
giving of such Suspension Notice, the Agent and any Lender affected by the relevant
market disturbance shall consult in good faith with the Borrower with a view to
agreeing to an alternative basis for advancing of the Facility or any relevant part
thereof. If such alternative basis is agreed between the Borrower, the Agent and
the relevant Lender or Lenders, it shall apply in accordance with its terms.
 7.3
    
    Certificates of Substitute Basis
 7.3.1
    
    If a Facility or part thereof has been advanced before a Suspension Notice is
given, the Lender or Lenders affected by the relevant market disturbance shall
within thirty (30) days following the date of the Suspension Notice, certify
(through the Agent) in good faith to the Borrower an alternative basis (being
the Substitute Basis) for maintaining its relevant Contribution affected by the
relevant market disturbance. Such Substitute Basis may be retroactive to the
beginning of the then current Interest Period and may include an alternative
method of fixing the Interest Rate (which shall reflect the cost to the
relevant Lender or Lenders of funding its relevant Contribution from other
sources plus the Applicable Margin) or alternative Interest Periods for the
relevant Facility or any relevant part thereof,
 47




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7.3.2
    
    Each Substitute Basis so certified shall be binding upon the Borrower, the
Agent and the Lenders and shall be treated as part of this Agreement.
 7.4
    
    ReviewSo long as any Substitute Basis is in force, the Agent, in consultation with the
Borrower and the Lenders, shall from time to time, but not less often than monthly,
review whether or not the circumstances referred to in Clause 7.1 still prevail with
a view to returning to the normal provisions of this Agreement.
 8
    
    Payments
 8.1
    
    Place for paymentAll payments by the Borrower under this Agreement or any of the other Security
Documents to which it may at any time be a party shall be made to the Agent in Same
Day Funds by 10.00 a.m. New York time to Bank of New York, New York, for the account
of DnB NOR Bank ASA, Oslo account no 8033261374 or such other account or bank as the
Agent may from time to time designate.8.2
    
    Deductions and grossing-up
 8.2.1
    
    Each payment to be made by the Borrower to the Agent hereunder shall be made
free and clear of and without deduction for or on account of Taxes unless the
Borrower is required by law to make such a payment subject to the deduction or
withholding of Taxes, in which case the sum payable by the Borrower in respect
of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of such
deduction or withholding, the Agent receives and retains (free from any
liability in respect of any such deduction or withholding) a net sum equal to
the sum which it would have received and so retained had no such deduction or
withholding been made or required to be made.8.2.2
    
    Without prejudice to the provisions of Clause 8.2.1, if any Lender or the
Agent on its behalf is required to make any payment on account of tax (not
being a tax imposed on the net income of its Lending Branch by the jurisdiction
in which it is incorporated or in which its Lending Branch is located or any
other tax existing and applicable on the Signing Date under the laws of any
jurisdiction) or otherwise on or in relation to any sum received or receivable
hereunder by such Lender or the Agent on its behalf (including, without
limitation, any sum received or receivable under this Clause 8) or any
liability in respect of any such payment is asserted, imposed, levied or
assessed against such Lender or the Agent on its behalf, the Borrower shall,
upon demand of the Agent, indemnify such Lender or the Agent against such
payment or liability, together with any interest, penalties and expenses
payable or incurred in connection therewith other than interest penalties and
expenses that are otherwise imposed or asserted on account of the bad faith or
wilful neglect of such Lender or Agent. If any Lender proposes to make a claim
under the provisions of this
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Clause 8.2.2 it shall certify to the Borrower in reasonable detail within thirty
(30) days (or such longer period as any Lender may reasonably require) after
becoming aware of the event by reason of which it is entitled to make its claim
or claims the basis of its claim or claims, such certificate to be conclusive,
save for manifest error.
 8.3
    
    Production of receipts for TaxesIf the Borrower makes any payment hereunder in respect of which it is required by
law to make any deduction or withholding, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Agent within
thirty (30) days after it has made such payment to the applicable authority any
original receipt issued by such authority evidencing the payment to such authority
of all amounts so required to be deducted or withheld from such payment.If an additional payment is made under Clause 8.2.2 and any Lender or the Agent on
its behalf determines that it has received or been granted a credit against or
relief of or calculated with reference to the deduction or withholding giving rise
to such additional payment, such Lender or the Agent shall, to the extent that it
can do so without prejudice to the retention of the amount of such credit, relief,
remission or repayment, pay to the Borrower such amount as such Lender or the Agent
shall in its opinion have concluded to be attributable to the relevant deduction or
withholding. Any such payment shall be conclusive evidence of the amount due to the
Borrower hereunder and shall be accepted by the Borrower in full and final
settlement of its rights of reimbursement hereunder in respect of such deduction or
withholding. Nothing herein contained shall interfere with the right of any Lender
and the Agent to arrange their respective tax affairs in whatever manner they think
fit.8.4
    
    Money of accountIf any sum due from the Borrower under this Agreement or any other Security Document
to which it may at any time be a party, or any order or judgment given or made in
relation thereto, has to be converted from the currency (the first currency) in
which the same is payable under such Security Document, order or judgment into
another currency (the second currency) for the purpose of:
 8.4.1
    
    making or filing a claim or proof against the Borrower;8.4.2
    
    obtaining an order or judgment in any court or other tribunal; or8.4.3
    
    enforcing any order or judgment given or made in relation thereto;
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8.5
    
    AccountsThe Agent shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to each of the Lenders hereunder or
under any of the other Security Documents. In any legal action or proceeding
arising out of or in connection with this Agreement or any other Security Documents,
the entries made in the accounts so maintained shall be prima facie evidence, save
in the case of manifest error, of the existence and amounts of the obligations of
the Borrower recorded therein.8.6
    
    EarningsProvided no Event of Default has occurred (following which the Agent shall (inter
alia) be entitled to request the Owners to give notice pursuant to Clause 3 of the
Earnings Assignments and apply the Earnings in accordance with Clause 14.1) the
Earnings shall throughout the Security Period be at the free disposal of the Owners.8.7
    
    Continuing securityThe security created by this Agreement and each of the other Security Documents
shall be held by the Agent and/or the Lenders as a continuing security for the
repayment of the Outstanding Indebtedness and the security so created shall not be
satisfied by any intermediate payment or satisfaction of any part of the amount
hereby or thereby secured or by any amendment of this Agreement or any of the other
Security Documents. Such security shall be in addition to and shall not in any way
be prejudiced or affected by any collateral or other security now or hereafter held
by the Agent or the Lenders or any of them for all or any part of the amount hereby
or thereby secured or any other right or remedy of the Agent or the Lenders or any
of them under this Agreement or any of the other Security Documents, by operation of
law or otherwise howsoever arising. All the powers arising from any and all such
security may be exercised from time to time as the Agent or the Lenders or any of
them may deem expedient.8.8
    
    MitigationWithout affecting the Borrowers obligations under Clause 8.2 the affected Lender
shall take such reasonable steps as may be open to it to mitigate the effect of any
tax withholding requirement. The reasonable costs of mitigating the effect shall be
borne by the Borrower.
 9
    
    Yield Protection and Force Majeure
 9.1
    
    Increased costs
 9.1.1
    
    If by reason of:
 (a)
    
    any change in law or in its interpretation or administration; and/or(b)
    
    compliance with any request from or requirement
of any central bank or other fiscal, monetary or other authority
including but
 50




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without limitation the Basle Committee on Banking Supervision
whether or not having the force of law:
 (i)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender performing its obligations under this Agreement and/or
its advancing its Contribution hereunder; or(ii)
    
    there is any increase in the
cost to any of the Lenders or an Associated Company of the
relevant Lender funding or maintaining all or any of the
advances comprised in a class of advances formed by or
including its Contribution advanced or to be advanced by it
hereunder; or(iii)
    
    any of the Lenders or an
Associated Company incurs a cost as a result of the relevant
Lender having entered into and/or its assuming or maintaining
its commitment under this Agreement; or(iv)
    
    any of the Lenders or an
Associated Company becomes liable to make any payment on
account of Tax or otherwise (other than Tax on its overall net
income) on or calculated by reference to the amount of the
relevant Lenders Contribution advanced or to be advanced
hereunder and/or any sum received or receivable by it
hereunder; or(v)
    
    any of the Lenders or an
Associated Company suffers any decrease in its rate of return
as a result of any changes in the requirements relating to
capital ratios, monetary control ratios, reserve assets, the
payment of special deposits, liquidity costs or other similar
requirements affecting that Lender or Associated Company,
  9.1.2
    
    A Lender affected by any provision of Clause 9.1.1 shall promptly inform the
Agent after becoming aware of the relevant change or request and its possible
results and the Agent shall, as soon as reasonably practicable thereafter,
notify the Borrower of the change or request and its possible results. Without
affecting the Borrowers obligations under Clause 9.1.1 and in consultation
with the Agent, the affected Lender will then take all such reasonable steps as
may be open to it to mitigate the effect of the change or request (for example
(if then possible) by changing its Lending Branch or transferring some or all
of its rights and obligations under this Agreement to another financial
institution reasonably acceptable to the
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Agent and after consultation with the Borrower). The reasonable costs of
mitigating the effect of any such change shall be borne by the Borrower save
where such costs are of an internal administrative nature and are not
incurred in dealings by any Lender with third parties.
 9.2
    
    Force majeureWhere the Agent or any Lender (the Non-Performing Party) is prevented from
performing any of its obligations under this Agreement by reason of Force Majeure
this Agreement shall remain in effect but the Non-Performing Partys relevant
obligations shall be suspended for so long as the Force Majeure continues and to the
extent that the Non-Performing Party is so prevented, PROVIDED THAT:
 9.2.1
    
    the suspension of performance is of no greater scope and of no longer
duration than is required by the Force Majeure;9.2.2
    
    the obligations of the Non-Performing Party shall not be excused as a result
of the Force Majeure; and9.2.3
    
    in respect of the suspension of the Non-Performing Partys obligations:
 (a)
    
    the Non-Performing Party gives the Agent prompt
written notice which the Agent shall forthwith upon receipt send to the
Borrower describing the circumstances of Force Majeure (including the
nature of the occurrence, its expected duration and the effects of the
Force Majeure on the ability of the Non-Performing Party to perform its
relevant obligations), and continues to furnish weekly reports with
respect thereto during the period of Force Majeure;(b)
    
    the Non-Performing Party uses all reasonable
efforts to remedy its inability to perform and to mitigate the effects
of the Force Majeure; and(c)
    
    as soon as reasonably possible after the
cessation of the Force Majeure the Non-Performing Party shall notify
the Agent (who shall notify the Borrower) in writing of such cessation
and shall resume performance of its obligations under this Agreement if
such resumption is then possible.
 10
    
    Representations and Warranties
 10.1
    
    DurationThe representations and warranties in Clause 10.2 and Clause 10.3 shall survive the
execution of this Agreement and shall be deemed to be repeated, with reference
mutatis mutandis to the facts and circumstances subsisting, as if made on each day
until the Borrower has no remaining obligations, actual or contingent, under or
pursuant to this Agreement or any of the other Security Documents.10.2
    
    Representations and warrantiesThe Borrower represents and warrants to the Agent and each of the Lenders that:
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10.2.1
    
    StatusEach Obligor is a corporation duly organised, constituted and validly
existing under the laws of the country of its incorporation, possessing
perpetual corporate existence, the capacity to sue and be sued in its own name
and the power to own and charge its assets and carry on its business as it is
now being conducted.10.2.2
    
    Powers and authorityEach of the Obligors has the power to enter into and
perform this Agreement and those of the other Security Documents to which it is
a party and the transactions contemplated hereby and thereby and has taken all
necessary action to authorise the entry into and performance of this Agreement
and such other Security Documents and such transactions.10.2.3
    
    Legal validityThis Agreement constitutes legal, valid and binding
obligations of the Borrower enforceable in accordance with its terms and in
entering into this Agreement and borrowing the Facility, the Borrower is acting
on its own account. Each other Transaction Document and each Apollo
Transaction Document constitutes (or will constitute when executed) legal,
valid and binding obligations of each Obligor expressed to be a party thereto
enforceable in accordance with their respective terms.10.2.4
    
    Non-conflict with lawsThe entry into and performance of this Agreement, the
other Transaction Documents, the Apollo Transaction Documents and the
transactions contemplated hereby and thereby do not and will not conflict with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    the constitutional documents of any Obligor; or(c)
    
    any agreement or document to which any Obligor
is a party or which is binding upon such Obligor or any of its assets,
  10.2.5
    
    No defaultSave as disclosed in the Disclosure Letter, no event has occurred
which constitutes a default under or in respect of any Transaction Document to
which any Obligor is a party or by which any Obligor may be bound (including
(inter alia) this Agreement) and no event has occurred which constitutes a
default under or in respect of any agreement or document to which any Obligor
is a party or by which any Obligor may be bound to an extent or in a manner
which might have a material adverse effect on its business, assets or financial
condition.10.2.6
    
    ConsentsExcept for the prior consent of the Bermuda Monetary Authority for
the granting of the security interest over the shares comprised in the Charged
Property (as defined in the Charge in respect of Norwegian Spirit) and the
transfer and registration of the shares comprised in the said Charged Property
to or in the name of the Agent or its nominee under clause 9.2.4 of the said
Charge, for the filing of those Security Documents which require registration
in the Companies Registries in the Isle of Man, England and Wales, the United
States of America and/or Bermuda, which filing must be
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completed within one (1) month and twenty one (21) days respectively of the
execution of the relevant Security Document(s) in the case of the Isle of
Man and England and Wales, and for the registration of the Mortgages through
the Bahamas Maritime Authority and the US Coast Guard National Vessel
Documentation Center respectively, all authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations and other
matters, official or otherwise, required in connection with the entry into,
performance, validity and enforceability of this Agreement and each of the
other Transaction Documents and the transactions contemplated thereby have
been obtained or effected and are in full force and effect.10.2.7
    
    Accuracy of informationAll information furnished by any Obligor relating to
the business and affairs of any Obligor in connection with this Agreement and
the other Transaction Documents was and remains true and correct in all
material respects and there are no other material facts or considerations the
omission of which would render any such information misleading.10.2.8
    
    Full disclosureEach Obligor has fully disclosed in writing to the Agent all
facts relating to each Obligor which it knows or should reasonably know and
which might reasonably be expected to influence the Lenders in deciding whether
or not to enter into this Agreement.10.2.9
    
    No EncumbrancesNone of the assets or rights of any Obligor is subject to
any Encumbrance except Permitted Liens or Encumbrances created in respect of
Permitted Indebtedness.10.2.10
    
    Pari passu or priority statusThe claims of the Agent and the Lenders
against the Borrower under this Agreement will rank at least pari passu with
the claims of all unsecured creditors of the Borrower (other than claims of
such creditors to the extent that they are statutorily preferred) and in
priority to the claims of any creditor of the Borrower who is also an Obligor.10.2.11
    
    SolvencyThe Borrower is and shall remain, after the advance to it of the
Facility or any of it, solvent in accordance with the laws of Bermuda and the
United Kingdom and in particular with the provisions of the United Kingdoms
Insolvency Act 1986 (as from time to time amended) and the requirements
thereof.10.2.12
    
    Winding-up, etc.Subject to Clause 11.11, neither the Borrower nor any
other Obligor has taken any corporate action nor have any other steps been
taken or legal proceedings been started or (to the best of its knowledge and
belief) threatened against any of them for the winding-up, dissolution or for
the appointment of a liquidator, administrator, receiver, administrative
receiver, trustee or similar officer of any of them or any or all of their
assets or revenues nor have either sought any other relief under any applicable
insolvency or bankruptcy law.10.2.13
    
    AccountsThe consolidated audited accounts of the NCLC Group for the period
ending on 31 December of each financial year during the currency of this
Agreement (which accounts will be prepared in accordance with US GAAP) will
fairly represent the financial condition of the NCLC Group as shown in such
audited accounts.
 54




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10.2.14
    
    LitigationSave as disclosed in writing to the Agent prior to the Signing
Date by way of the Disclosure Letter, no litigation, arbitration or
administrative proceedings are current or pending or, to its knowledge,
threatened, which might, if adversely determined, have a material adverse
effect on the business, assets or financial condition of any Obligor. For the
avoidance of doubt, the disclosure of any such litigation, arbitration or
administrative proceedings after the Signing Date shall not be deemed to be a
fact and circumstance subsisting at any time that this representation is deemed
to be repeated pursuant to Clause 10.1.10.2.15
    
    Tax liabilitiesThe NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against it with respect to
Taxes, which might, if such claims were successful, have a material adverse
effect on its business, assets or financial condition.10.2.16
    
    Ownership of assetsEach member of the NCLC Group has good and marketable
title to all its assets which is reflected in the audited accounts referred to
in Clause 10.2.13.10.2.17
    
    No immunityNone of the Obligors nor any of their respective assets enjoys
any right of immunity (sovereign or otherwise) from set-off, suit or execution
in respect of their obligations under this Agreement or any of the other
Transaction Documents or by any relevant or applicable law.10.2.18
    
    Taxes on paymentsAs at the Signing Date all amounts payable by them
hereunder may be made free and clear of and without deduction for or on account
of any Taxation.10.2.19
    
    Place of businessNone of the Obligors has a place of business in any
jurisdiction (except as already disclosed) which requires any of the Security
Documents to be filed or registered in that jurisdiction to ensure the validity
of the Security Documents to which it is a party.10.2.20
    
    Ownership of sharesAll the authorised and issues shares in Norwegian
Spirit, Norwegian Star and NCL (Bahamas) are legally and beneficially owned by
NCL International, all the authorised and issued shares in Pride of Aloha and
NCL America are legally and beneficially owned by NCL America Holdings, all the
authorised and issued shares in NCL International and NCL America Holdings are
legally and beneficially owned by Arrasas and all the authorised and issued
shares in Arrasas are legally and beneficially owned by the Borrower and such
structure shall remain so throughout the Security Period. Further, no Event of
Default has occurred under Clause 13.1.16 in respect of the ownership and/or
control of the shares in the Borrower.10.2.21
    
    Completeness of documentsThe copies of the MOA, the Management Agreements,
the Sub-Agency Agreement, the Apollo Transaction Documents and any other
relevant third party agreements delivered to the Agent are true and complete
copies of each such document constituting valid and binding obligations of the
parties thereto enforceable in accordance with their respective terms and no
amendments thereto or variations thereof have been agreed other than (if
applicable), in the case of
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the Management Agreements and the Sub-Agency Agreement, in accordance with
clause 6.1.15 of the two (2) deeds of covenants collateral to the two (2)
first priority statutory Bahamian ship mortgages granted by each of
Norwegian Spirit and Norwegian Star over its Vessel or clause 5.5.15 of the
first preferred US ship mortgage granted by Pride of Aloha over its Vessel
nor has any action been taken by the parties thereto which would in any way
render such document inoperative or unenforceable.10.2.22
    
    No undisclosed commissionsThere are and will be no commissions, rebates,
premiums or other payments by or to or on account of any Obligor, their
shareholders or directors in connection with the transaction as a whole other
than as disclosed to the Agent in writing.10.2.23
    
    EnvironmentEach of the Obligors:
 (a)
    
    is in compliance with all applicable federal,
state, local, foreign and international laws, regulations, conventions
and agreements relating to pollution prevention or protection of human
health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous
zone, ocean waters and international waters), including without
limitation, laws, regulations, conventions and agreements relating to:
 (i)
    
    emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous materials, oil, hazard
substances, petroleum and petroleum products and by-products
(Materials of Environmental Concern); or(ii)
    
    the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Materials of Environmental Concern (such laws,
regulations, conventions and agreements the Environmental
Laws);
 (b)
    
    has all permits, licences, approvals, rulings,
variances, exemptions, clearances, consents or other authorisations
required under applicable Environmental Laws (Environmental
Approvals) and are in compliance with all Environmental Approvals
required to operate its business as presently conducted or as
reasonably anticipated to be conducted;(c)
    
    has not received any notice, claim, action,
cause of action, investigation or demand by any other person, alleging
potential liability for, or a requirement to incur, investigatory
costs, clean-up costs, response and/or remedial costs (whether incurred
by a governmental entity or otherwise), natural resources damages,
property damages, personal injuries, attorneys fees and expenses or
fines or penalties, in each case arising out of, based on or resulting
from:
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(i)
    
    the presence or release or
threat of release into the environment of any Material of
Environmental Concern at any location, whether or not owned by
such person; or(ii)
    
    circumstances forming the basis
of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (Environmental Claim); and
 there are no circumstances that may prevent or interfere with such full
compliance in the future.There is no Environmental Claim pending or threatened against any of the
Obligors.There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, emission,
discharge or disposal of any Material of Environmental Concern, that could
form the basis of any Environmental Claim against any of the Obligors.10.2.24
    
    Money launderingAny borrowing by the Borrower hereunder, and the
performance of its obligations hereunder and under the other Security
Documents, will be for its own account and will not involve any breach by it of
any law or regulatory measure relating to money laundering as defined in
Article 1 of the Directive (91/308/EEC) of the Council of the European
Communities.
 11
    
    Undertakings
 11.1
    
    DurationThe undertakings in this Clause 11 shall survive the execution of this Agreement.11.2
    
    Information
 11.2.1
    
    The Borrower will provide to the Agent (or will procure the provision of):
 (a)
    
    as soon as practicable (and in any event within
one hundred and twenty (120) days after the close of each of its
financial years) a Certified Copy of its Accounts (commencing with the
audited accounts made up to 31 December 2004);(b)
    
    as soon as practicable (and in any event within
sixty (60) days after the close of each quarter of each financial year)
a Certified Copy of the unaudited consolidated accounts of the NCLC
Group for that quarter (commencing with the unaudited accounts made up
to 30 June 2004);(c)
    
    as soon as practicable (and in any event within
one hundred and twenty (120) days after the close of each financial
year), beginning with the financial year ending 31 December 2004,
annual cash flow projections on a consolidated basis of the NCLC Group
showing on a monthly basis advance ticket sales (for at least twelve
(12) months following the date of such statement) for the NCLC Group;
 
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(d)
    
    as soon as practicable (and in any event not
later than 31 January of each financial year):
 (i)
    
    a budget for the NCLC Group for
such new financial year including a twelve (12) month liquidity
budget for such new financial year; and(ii)
    
    updated financial projections
of the NCLC Group for at least the next five (5) years
(including an income statement and projected results for the
operation of the vessels owned and/or operated by any member of
the NCLC Group) and an outline of the assumptions supporting
such budget and financial projections including but without
limitation any scheduled drydockings;
 (e)
    
    within fifteen (15) days of a request from the
Agent (but at intervals no more frequently than annually at the
Borrowers expense unless an Event of Default has occurred and is
continuing), a valuation of each of the Vessels obtained in accordance
with the provisions of Clause 11.17;(f)
    
    as soon as practicable (and in any event within
sixty (60) days after the close of each of the first three (3) quarters
of its financial year and within one hundred and twenty (120) days
after the close of each financial year) a statement signed by the NCLC
Groups chief financial officer in the form of Schedule 6 (commencing
with the second quarter of the financial year ending 31 December 2004)
and such other information as the Agent may request;(g)
    
    promptly, such further information in its
possession or control regarding its financial condition and operations
and those of any company in the NCLC Group as the Agent may request;
and(h)
    
    details of any material litigation, arbitration
or administrative proceedings which affect any Obligor as soon as the
same are instituted and served, or, to the knowledge of the Borrower,
threatened (and for this purpose proceedings shall be deemed to be
material if they involve a claim in an amount exceeding twenty five
million Dollars (USD25,000,000) or the equivalent in another currency).
 All accounts required under this Clause 11.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company.
 11.3
    
    Financial Undertakings
 The Borrower will ensure that:
 11.3.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);11.3.2
    
    as at 31 December 2004 and as at the end of each subsequent financial quarter
either:
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(a)
    
    as at 30 September 2006 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); andas at the end of the relevant financial quarter and each of the
three (3) preceding financial quarters; and
 11.3.3
    
    as at 30 September 2006 and as at the end of each subsequent financial
quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC
Group shall not exceed [**].Amounts available for drawing under the Facility or any other revolving or
other credit facilities of the NCLC Group which remain undrawn at the time
of the relevant calculation shall not be counted as cash or indebtedness for
the purposes of this ratio.
 Save as specified in Clause 11.3.2, the ratios referred to in this Clause 11.3 will
be measured on a quarterly basis by reference to the consolidated accounts of the
NCLC Group.
 11.4
    
    Dividends
 11.4.1
    
    During any financial year of the Borrower until the date on which the
Borrower becomes a listed company on an Approved Stock Exchange (on which date
the restriction contained in this Clause 11.4.1 shall cease to apply), the
Borrower shall not and shall procure that no other member of the NCLC Group
shall, pay any dividends or make any other distributions in respect of its
share capital to any person other than payments, distributions or dividends:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Borrower which, in any financial year of
the Borrower ending on or after 31 December 2007, do not exceed fifty
per cent (50%) of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the NCLC Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the NCLC Group in respect of each
previous financial year of the Borrower ending on or after 31
December 2007, retained by the Borrower and not previously
applied pursuant to this Clause 11.4.1(b), provided that the
Borrower shall specify in a written notice to the Agent a
calculation (in reasonable
 59




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detail) of the amount of the current and retained
Consolidated Net Income immediately prior to such payment,
distribution or dividend and the amount thereof elected to
be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder of the Borrowers share capital attributable
to any member of the NCLC Group; or(e)
    
    by the Borrower which are used to purchase or
redeem the share capital of the Borrower (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Borrower or
any other member of the NCLC Group or by any employee pension benefit
plan upon such persons death, disability, retirement, or termination
of employment or under the terms of any such employee pension benefit
plan or any other agreement under which such shares of stock or related
rights were issued; PROVIDED THATthe aggregate amount of such
purchases or redemptions under this paragraph (e) shall not exceed in
any fiscal year [*] (plus the amount of net
proceeds contributed to the Borrower that were (x) received by the
Borrower during such calendar year from sales of equity interests of
the Borrower to directors, consultants, officers or employees of the
Borrower or any other member of the NCLC Group in connection with
permitted employee compensation and incentive arrangements and (y) from
any key-man life insurance policies received during such calendar
year), which, if not used in any year, may be carried forward to any
subsequent calendar year,
 PROVIDED HOWEVER THAT(whether before or after the Borrower becomes a listed
company on an Approved Stock Exchange) the NCLC Group shall not be entitled
to pay any dividend or make any distribution in respect of any of its share
capital if an Event of Default has occurred and is continuing or would occur
as a result of the payment of such dividend or the making of such
distribution and the Borrower shall provide the Agent with a certificate
signed by the chief financial officer of the NCLC Group confirming that no
Event of Default has occurred and is continuing or would occur as a result
of the payment of a dividend or the making of a distribution before the
dividend is paid or the distribution is made.11.4.2
    
    The Borrower will procure that any dividends or other distributions and
interest paid or payable in connection therewith received by NCL International,
NCL America Holdings and/or Arrasas will be paid to the Borrower by way of
dividend promptly on receipt.
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11.5
    
    Notification of defaultThe Borrower will notify the Agent of any Event of Default forthwith upon any
Obligor becoming aware of the occurrence thereof. Upon the Agents request from
time to time the Borrower will issue a certificate stating whether any Obligor is
aware of the occurrence of any Event of Default.11.6
    
    Consents and registrationsThe Borrower will procure that (and will promptly furnish Certified Copies to the
Agent of) all such authorisations, approvals, consents, licences and exemptions as
may be required under any applicable law or regulation to enable it or any Obligor
to perform its obligations under, and ensure the validity or enforceability of, each
of the Transaction Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as
such filings or registrations have not been completed on or before the earlier of
the Drawdown Date and the first Advance Date the Borrower will procure the filing or
registration within applicable time limits of each Security Document which requires
filing or registration together with all ancillary documents required to preserve
the priority and enforceability of the Security Documents.11.7
    
    Negative pledgeThe Borrower will not create or permit to subsist any Encumbrance on the whole or
any part of the present or future assets of the Owners or any other owner or
prospective owner of a mortgaged vessel in the NCLC Fleet except for:
 11.7.1
    
    Encumbrances created with the prior written consent of the Lenders;11.7.2
    
    Permitted Liens;11.7.3
    
    Encumbrances created in respect of Permitted Indebtedness; and11.7.4
    
    Encumbrances created pursuant to an Apollo-Related Transaction,
 PROVIDED THATan Encumbrance constituting a Permitted Lien under any of paragraphs
(iii), (vi), (ix) or (x) of the definition of Permitted Liens in Clause 1.1, or an
Encumbrance described in Clause 11.7.3 or Clause 11.7.4, may not be created over any
asset which is subject to an Encumbrance constituted by a Security Document relating
to this Agreement save with the prior written consent of the Agent (such consent not
to be unreasonably withheld or delayed) and (if appropriate having regard to the
nature of the Encumbrance) following the entry by the beneficiary of the Encumbrance
into intercreditor arrangements acceptable to the Agent.
 11.8
    
    DisposalsExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a
substantial part of its assets except that the following disposals shall not be
taken into account:
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11.8.1
    
    disposals made in the ordinary course of trading of the disposing entity
(excluding disposal of ships) including without limitation, the payment of cash
as consideration for the purchase or acquisition of any asset or service or in
the discharge of any obligation incurred for value in the ordinary course of
trading;11.8.2
    
    disposals of cash raised or borrowed for the purposes for which such cash was
raised or borrowed;11.8.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value;11.8.4
    
    a vessel or any other asset owned by any member of the NCLC Group (other than
the Owners) may be sold provided such sale is on a willing seller willing buyer
basis at or about market rate and at arms length subject always to the
provisions of any loan documentation for the financing of such vessel or other
asset; and11.8.5
    
    disposals of assets constituting Apollo-Related Transactions.
 11.9
    
    PurchasesExcept with the prior consent of all the Lenders, the Borrower shall not (and will
procure that no other company in the NCLC Group shall), either in a single
transaction or in a series of transactions whether related or not purchase any
asset:
 11.9.1
    
    other than on arms length terms;11.9.2
    
    which is not for its use in its ordinary course of business;11.9.3
    
    the cost of which is more than its fair market value at the date of
acquisition; or11.9.4
    
    other than an asset constituting an Apollo-Related Transaction.
 11.10
    
    Change of name or businessExcept with the prior consent of the Majority Lenders, the Borrower shall not (and
will procure that no other Obligor shall):
 11.10.1
    
    change its name or make or threaten to make any substantial change in its
business as presently conducted or cease to perform its current business
activities; or11.10.2
    
    carry on any other business which is substantial in relation to its business
as presently conducted
 if to do the same would imperil the security created by any of the Security
Documents or affect the ability of any Obligor duly to perform its obligations under
any Security Document to which it is or may be a party from time to time, in each
case in the opinion of the Agent, PROVIDED THATany new leisure or hospitality
venture embarked upon by any member of the NCLC Group (other than the Borrower)
shall not constitute a substantial change in its business and PROVIDED FURTHER THAT
any change of or discontinuation in the business
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activities of any Obligor in accordance with the Apollo-Related Transactions shall
be permitted.11.11
    
    MergersExcept with the prior consent of the Majority Lenders, the Borrower will not enter
into any amalgamation, restructure, substantial reorganisation, merger, de-merger or
consolidation or anything analogous to the foregoing nor will it acquire any equity,
share capital, or obligations of any corporation or other entity and will procure
that no company in the NCLC Group (other than a Shareholder) shall do so.However, the prior consent of the Majority Lenders shall not be required in respect
of any consolidation, reorganisation or restructure (including the winding-up,
dissolution or cessation of business of any existing Subsidiary of the Borrower,
other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to the
Apollo-Related Transactions or (b) involving wholly owned (whether directly or
indirectly) Subsidiaries of the Borrower only which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor duly
to perform any of its obligations under any Security Document to which it is or may
be a party at any time, PROVIDED THAT, except in relation to the Apollo-Related
Transactions, the Borrower has first consulted with the Agent with regard to the
proposed consolidation, reorganisation or restructure and provides evidence
satisfactory to the Agent that the Borrower will be in compliance with the financial
undertakings contained in Clause 11.3 after any such reorganisation or restructure
SUBJECT TO:
 11.11.1
    
    Clause 10.2.20; and11.11.2
    
    the cash flows from which the Outstanding Indebtedness will be repaid
remaining comparable as to amount (relative to the amount of the Outstanding
Indebtedness) and accessibility for the Borrower to the cash flows as at the
Signing Date, in the sole discretion of the Agent.
 For the avoidance of doubt, if the Agent is satisfied the Borrower will be in
compliance with the financial undertakings contained in Clause 11.3 after the
acquisition by a member of the NCLC Group of any shares in any company or
corporation, such acquisition shall not in itself constitute a merger or
consolidation with such company or corporation requiring the consent of the Majority
Lenders under this Clause 11.11.11.12
    
    Maintenance of status and franchisesThe Borrower will do all such things as are necessary to maintain its corporate
existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.
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11.13
    
    Financial recordsThe Borrower will keep proper books of record and account, in which proper and
correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Borrower in accordance with US GAAP.11.14
    
    Subordination of indebtednessThe Borrower shall procure that any and all of its indebtedness with any other
Obligor and/or any shareholder of the Borrower is at all times fully subordinated to
the Security Documents and the obligations of the Borrower hereunder. The Borrower
shall also procure that any and all of the indebtedness, except Permitted
Indebtedness, of the owners or prospective owners of mortgaged vessels in the NCLC
Fleet is at all times fully subordinated to the Security Documents and the
obligations of the Borrower hereunder. Upon the occurrence of an Event of Default,
the Borrower shall not make or permit to be made any repayments of principal,
payments of interest or of any other costs, fees, expenses or liabilities arising
from or representing such indebtedness.11.15
    
    GuaranteesSave as contemplated by this Agreement or notified by the Borrower to the Agent
prior to the Restatement Date, the Borrower will procure that none of the owners or
prospective owners of mortgaged vessels in the NCLC Fleet will issue or enter into
any guarantee or indemnity or otherwise become directly or contingently liable for
the obligations of any other person, firm or corporation, otherwise than in the
ordinary course of its business as owner of its vessel.11.16
    
    Further assuranceThe Borrower will, from time to time on being required to do so by the Agent, do or
procure the doing of all such acts and/or execute or procure the execution of all
such documents in a form satisfactory to the Agent as the Agent may reasonably
consider necessary for giving full effect to any of the Transaction Documents or
securing to the Agent and the Lenders the full benefit of the rights, powers and
remedies conferred upon the Agent or the Lenders in any such Transaction Document.11.17
    
    Valuation of the Vessels
 11.17.1
    
    Each of the Vessels shall for the purposes of this Clause 11.17 be valued in
Dollars by two (2) independent firms of shipbrokers or shipvaluers nominated by
the Borrower and approved by the Agent (acting on the instructions of the
Majority Lenders) or failing such nomination and approval, appointed by the
Agent (acting on such instructions) in its sole discretion (each such valuation
to be made without, unless reasonably required by the Agent, physical
inspection and on the basis of a sale for prompt delivery for cash at arms
length on normal commercial terms as between a willing buyer and a willing
seller without taking into account the benefit of any charterparty or other
engagement concerning the Vessel). Such valuations shall be obtained within
fifteen (15) days of a request from the Agent but no more frequently than
annually at the Borrowers expense (unless an Event of Default has occurred and
is continuing) PROVIDED
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HOWEVERthat if the Borrower has requested the drawdown of the Term Loan
Facility or the advance of a Drawing pursuant to Clause 2.3 and, at such
time, such valuations are more than ninety (90) days old, the Borrower
shall, upon the Agents request and at the Borrowers additional expense,
obtain new valuations at that time. The average of the valuations shall
constitute the value of the Vessel for the purposes of this Clause 11.17.11.17.2
    
    The Borrower shall procure that forthwith upon the issuance of any valuation
obtained pursuant to this Clause 11.17 a copy thereof is sent directly to the
Agent for review.
 11.18
    
    Marginal securityIf at any time after the Signing Date the aggregate of the value of the Vessels as
assessed in accordance with the provisions of Clause 11.17 is less than one hundred
and twenty five per cent (125%) of the outstanding amount of the aggregate of the
Term Loan Facility, the Available Commitments and the Contributions to the Revolving
Credit Facility, then the Borrower shall, upon notice from the Agent, within ten
(10) Business Days either:
 11.18.1
    
    provide the Agent with additional security acceptable to the Majority
Lenders such that the security value of the Vessels and any additional security
provided to the Agent hereunder (at valuations reasonably estimated by the
Agent from time to time) is at least one hundred and twenty five per cent
(125%) of the aggregate of the Term Loan Facility, the Available Commitments
and the Contributions to the Revolving Credit Facility; or11.18.2
    
    prepay the Term Loan Facility and reduce the Available Commitments by such
amounts pro rata that the value of the security is at least one hundred and
twenty five per cent (125%) of the aggregate of the Term Loan Facility, the
Available Commitments and the Contributions to the Revolving Credit Facility.
 11.19
    
    Financial year endThe Borrower shall not change its financial year end.11.20
    
    Maintenance and InsuranceThe Borrower will keep, and will procure that each member of the NCLC Group keeps,
all of its real property and assets properly maintained and in existence and will
comprehensively insure, and will procure that each member of the NCLC Group
comprehensively insures, for its full reinstatement cost all of its property which
is of an insurable nature in such name as the Agent shall in writing approve and on
such terms, for such amounts and of such types as would be effected by prudent
companies carrying on business similar to the Borrower or its Subsidiary (as the
case may be). In particular but without limitation, the Borrower shall procure that
each of the Owners maintains and insures its Vessel in accordance with the
provisions of the relevant Mortgage.
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12
    
    Rights of the Agent and the Lenders
 12.1
    
    No derogation of rightsAny rights conferred on the Agent and the Lenders or any of them by this Agreement
or any other Security Document shall be in addition to and not in substitution for
or in derogation of any other right which the Agent and the Lenders or any of them
might at any time have to seek from the Borrower or any other person for payment of
sums due from the Borrower or indemnification against liabilities as a result of the
Borrowers default in payment of sums due from it under this Agreement or any other
Security Document.12.2
    
    Enforcement of remediesNone of the Agent or the Lenders shall be obliged before taking steps to enforce any
rights conferred on it or them by this Clause or exercising any of the rights,
powers and remedies conferred on it or them hereby or by law:
 12.2.1
    
    to take action or obtain judgment in any court against the Borrower or any
other person from whom it or they may seek payment of any sum due from the
Borrower under this Agreement or any other Security Document;12.2.2
    
    to make or file any claim in a bankruptcy, winding-up, liquidation or
re-organisation of the Borrower or any other such person; or12.2.3
    
    to enforce or seek to enforce any other rights it or they may have against
the Borrower or any other such person.
 13
    
    Default
 13.1
    
    Events of defaultEach of the events set out below is an Event of Default:
 13.1.1
    
    Non-paymentThe Borrower or any other Obligor does not pay on the due date any amount of
principal or interest of a Facility (provided however that if any such
amount is not paid when due solely by reason of some error or omission on
the part of the bank or banks through whom the relevant funds are being
transmitted no Event of Default shall occur for the purposes of this Clause
13.1.1 until the expiry of three (3) Business Days following the date on
which such payment is due), or within three (3) days of the due date any
other amount, payable by it under any Security Document to which it may at
any time be a party, at the place and in the currency in which it is
expressed to be payable.13.1.2
    
    Breach of other obligations
 (a)
    
    Any Obligor fails to comply with any other
material provision of any Security Document or there is any other
material breach in the sole opinion of the Agent of any of the
Transaction Documents and such failure (if in the opinion of the Agent
in its sole discretion it is capable of remedy) continues unremedied
for a period of thirty (30)
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days from the date of its occurrence and in any such case as
aforesaid the Agent in its sole discretion considers that such
failure is or could reasonably be expected to become materially
prejudicial to the interests, rights or position of the Lenders; or(b)
    
    If there is a repudiation or termination of any
Transaction Document or if any of the parties thereto becomes entitled
to terminate or repudiate any of them and evidences an intention so to
do.
 13.1.3
    
    MisrepresentationAny representation warranty or statement made or repeated in, or in
connection with, any Security Document or in any accounts, certificate,
statement or opinion delivered by or on behalf of any Obligor thereunder or
in connection therewith is materially incorrect when made or would, if
repeated at any time hereafter by reference to the facts subsisting at such
time, no longer be materially correct.13.1.4
    
    Cross default
 (a)
    
    Any event of default occurs under any financial
contract or financial document relating to any Financial Indebtedness
of any member of the NCLC Group.(b)
    
    Any such Financial Indebtedness or any sum
payable in respect thereof is not paid when due (after the expiry of
any applicable grace period(s)) whether by acceleration or otherwise.(c)
    
    Any Encumbrance over any assets of any member
of the NCLC Group becomes enforceable.(d)
    
    Any other Financial Indebtedness of any member
of the NCLC Group is not paid when due or is or becomes capable of
being declared due prematurely by reason of default or any security for
the same becomes enforceable by reason of default,
 PROVIDED THAT:
 (i)
    
    No Event of Default will arise if the relevant
Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than fifteen million
Dollars (USD15,000,000);(ii)
    
    Financial Indebtedness being contested by the
Borrower in good faith will be disregarded PROVIDEDfirst that full
details of the dispute shall be submitted to the Agent forthwith upon
its occurrence and second if the dispute remains unresolved for a
period of one hundred and fifty (150) days this Clause 13.1.4(ii) shall
not apply to that Financial Indebtedness; and(iii)
    
    If at any time hereafter the Borrower or any
other member of the NCLC Group agrees to the incorporation of a cross
default
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provision into any financial contract or financial document relating
to any Financial Indebtedness that is more onerous than this Clause
13.1.4, then the Borrower shall immediately notify the Agent and
that cross default provision shall be deemed to apply to this
Agreement as if set out in full herein with effect from the date of
such financial contract or financial document and during the
currency of that financial contract or financial document.
 13.1.5
    
    Winding-upSubject to Clause 11.11, any order is made or an effective resolution passed
or other action taken for the suspension of payments or dissolution,
termination of existence, liquidation, winding-up or bankruptcy of any
member of the NCLC Group.13.1.6
    
    Moratorium or arrangement with creditorsA moratorium in respect of all or any debts of any member of the NCLC Group
or a composition or an arrangement with creditors of any member of the NCLC
Group or any similar proceeding or arrangement by which the assets of any
member of the NCLC Group are submitted to the control of its creditors is
applied for, ordered or declared or any member of the NCLC Group commences
negotiations with any one or more of its creditors with a view to the
general readjustment or rescheduling of all or a significant part of its
Financial Indebtedness.13.1.7
    
    Appointment of liquidators etc.A liquidator, trustee, administrator, receiver, manager or similar officer
is appointed in respect of any member of the NCLC Group or in respect of all
or any substantial part of the assets of any member of the NCLC Group and in
any such case such appointment is not withdrawn within thirty (30) days (the
Grace Period) unless the Agent considers in its sole discretion that the
interest of the Lenders might reasonably be expected to be adversely
affected in which event the Grace Period shall not apply.13.1.8
    
    InsolvencyAny member of the NCLC Group becomes or is declared insolvent or is unable,
or admits in writing its inability, to pay its debts as they fall due or
becomes insolvent within the terms of any applicable law.13.1.9
    
    Legal processAny distress, execution, attachment or other process affects the whole or
any substantial part of the assets of any member of the NCLC Group and
remains undischarged for a period of twenty one (21) days or any uninsured
judgment in excess of twenty five million Dollars (USD25,000,000) following
final appeal remains unsatisfied for a period of thirty (30) days in the
case of a judgment made in the United States of America and otherwise for a
period of sixty (60) days PROVIDED THATno Event of Default shall be deemed
to have occurred unless the distress, execution, attachment, other process
or judgment adversely affects any Obligors ability to meet
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any of its material obligations under any Security Document to which it is
or may be a party or cause to occur any of the events specified in Clauses
13.1.5 to 13.1.8 (the determination of which shall be in the Majority
Lenders sole discretion).13.1.10
    
    Analogous eventsAnything analogous to or having a substantially similar effect to any of the
events specified in sub-clauses 13.1.5 to 13.1.9 of this Clause shall occur
under the laws of any applicable jurisdiction.13.1.11
    
    Cessation of businessSubject to Clause 11.11, any member of the NCLC Group ceases to carry on all
or a substantial part of its business.13.1.12
    
    Revocation of consentsAny authorisation, approval, consent, licence, exemption, filing,
registration or notarisation or other requirement necessary to enable any
Obligor to comply with any of its obligations under any of the Transaction
Documents is materially adversely modified, revoked or withheld or does not
remain in full force and effect and within ninety (90) days of the date of
its occurrence such event is not remedied to the satisfaction of the Agent
and the Agent considers in its sole discretion that such failure is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the modification, revocation or
withholding of the authorisation, approval or consent is due to an act or
omission of any Obligor and the Agent is satisfied in its sole discretion
that the Lenders interests might reasonably be expected to be materially
adversely affected.13.1.13
    
    UnlawfulnessAt any time it is unlawful or impossible for any Obligor to perform any of
its obligations under any Security Document to which it is a party or it is
unlawful or impossible for the Agent or any Lender to exercise any of its
rights under any of the Security Documents PROVIDED THATno Event of Default
shall be deemed to have occurred (except where the unlawfulness or
impossibility adversely affects any Obligors payment obligations under this
Agreement and the other Security Documents (the determination of which shall
be in the Agents sole discretion) in which case the following provisions of
this Clause 13.1.13 shall not apply) where the unlawfulness or impossibility
prevents any Obligor from performing its obligations (other than its payment
obligations under this Agreement and the other Security Documents) and is
cured within a period of twenty one (21) days of the occurrence of the event
giving rise to the unlawfulness or impossibility and the relevant Obligor,
within the aforesaid period, performs its obligation(s) and PROVIDED FURTHER
THATno Event of Default shall be deemed to have occurred where the Agent
and/or any relevant Lender could, in its sole discretion, mitigate the
consequences of unlawfulness or impossibility in the manner described in
Clause 4.3 and/or
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Clause 5.9. The costs of mitigation shall be determined in accordance with
Clause 4.3 and/or Clause 5.9.13.1.14
    
    InsurancesAn Owner fails to insure its Vessel in the manner specified in the relevant
Mortgage or fails to renew the Insurances at least ten (10) days prior to
the date of expiry thereof and produce prompt confirmation of such renewal
to the Agent.13.1.15
    
    Total LossIf the Vessel shall become a Total Loss and the proceeds of the Insurances
in respect thereof shall not have been received by the Agent within one
hundred and fifty (150) days after the date of the event giving rise to such
Total Loss.13.1.16
    
    Ownership and control of the BorrowerIf:
 (a)
    
    at any time when the ordinary share capital of
the Borrower is not publicly listed on an Approved Stock Exchange or at
any time when a dividend is to be paid to the existing shareholders of
the Borrower by way of a share issue pursuant to a public offering on
an Approved Stock Exchange, the Lim Family (together or individually)
and Apollo in the aggregate do not or will not, directly or indirectly,
control the Borrower and beneficially own, directly or indirectly, at
least fifty one per cent (51%) of the issued share capital of, and
equity interest in, the Borrower; or(b)
    
    at any time following the listing of the
ordinary share capital of the Borrower on an Approved Stock Exchange:
 (i)
    
    any Third Party:
 (A)
    
    owns legally and/or beneficially and either directly or indirectly
at least thirty three per cent (33%) of the ordinary
share capital of the Borrower; or(B)
    
    has the right
or the ability to control either directly or indirectly
the affairs of or the composition of the majority of
the board of directors (or equivalent) of the Borrower,
 and, at the same time as any of the events described in
paragraphs (A) or (B) of this Clause have occurred and are
continuing, the Lim Family (together or individually) and
Apollo in the aggregate do not, directly or indirectly,
beneficially own at least fifty one per cent (51%) of the
issued share capital of, and equity interest in, the
Borrower; or
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(ii)
    
    the Borrower ceases to be a
listed company on an Approved Stock Exchange without the prior
written consent of the Majority Lenders,
 (and, for the purpose of this Clause 13.1.16 control of any company,
limited partnership or other legal entity (a body corporate) by a member
of the Lim Family and Apollo means that one (1) or more members of the Lim
Family or Apollo in the aggregate has, directly or indirectly, the power to
direct the management and policies of such a body corporate, whether through
the ownership of more than fifty per cent (50%) of the issued voting capital
of that body corporate or by contract, trust or other arrangement).
 13.1.17
    
    DisposalsIf the Borrower or any other member of the NCLC Group shall have concealed,
removed, or permitted to be concealed or removed, any part of its property,
with intent to hinder, delay or defraud its creditors or any of them, or
made or suffered a transfer of any of its property which may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or shall have
made any transfer of its property to or for the benefit of a creditor with
the intention of preferring such creditor over any other creditor.
 13.1.18
    
    Prejudice to securityAnything is done or suffered or omitted to be done by any Obligor which in
the reasonable opinion of the Agent would or might be expected to imperil
the security created by any of the Security Documents.13.1.19
    
    Material Adverse EffectAny event or circumstance occurs which the Majority Lenders believe has had
or reasonably believe will have a Material Adverse Effect.13.1.20
    
    Governmental interventionThe authority of any member of the NCLC Group in the conduct of its business
is wholly or substantially curtailed by any seizure or intervention by or on
behalf of any authority and within ninety (90) days of the date of its
occurrence any such seizure or intervention is not relinquished or withdrawn
and the Agent reasonably considers that the relevant occurrence is or might
be expected to become materially prejudicial to the interests, rights or
position of the Lenders PROVIDED THATthe Borrower shall not be entitled to
the aforesaid ninety (90) day period if the seizure or intervention executed
by any authority is due to an act or omission of any member of the NCLC
Group and the Agent is satisfied, in its sole discretion, that the Lenders
interest might reasonably be expected to be materially adversely affected.13.1.21
    
    Master Agreement terminationA notice is given by a Lender or its Affiliate (as the case may be) under
section 6(a) of the relevant Master Agreement, or by any person under
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section 6(b)(iv) of a Master Agreement, in either case designating an Early
Termination Date for the purpose of the Master Agreement, or a Master
Agreement is for any other reason terminated, cancelled, suspended,
rescinded, revoked or otherwise ceases to remain in full force and effect.
 13.2
    
    Acceleration
 13.2.1
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing the Agent may if a Drawing has not yet been
drawn down, by notice to the Borrower cancel the obligations of the Lenders
under this Agreement.13.2.2
    
    On the occurrence of an Event of Default and at any time thereafter whilst
such event shall be continuing, if the Term Loan Facility and/or a Drawing has
been drawn down the Agent may:
 (a)
    
    by notice to the Borrower declare the whole or
any part of the Facility due and repayable in accordance with the terms
of such notice whereupon the same shall become due and repayable
accordingly together with all interest accrued thereon and all other
amounts payable hereunder and under any of the other Security
Documents; and/or(b)
    
    from time to time exercise all or any of its
rights under any of the Security Documents in such order and in such
manner as it shall deem appropriate; and/or(c)
    
    at its sole discretion terminate or continue
with the Management Agreements and/or the Sub-Agency Agreement.
 13.3
    
    Default indemnityThe Borrower shall on demand indemnify the Agent and the Lenders, without prejudice
to any of their other rights under this Agreement and the other Security Documents,
against any loss or expense which the Agent or the Lenders shall certify as
sustained or incurred by any of them as a consequence of:
 13.3.1
    
    any default in payment by the Borrower of any sum under this Agreement or any
of the other Security Documents when due, including, without limitation, any
liability incurred by the Agent and the Lenders by reason of any delay or
failure of the Borrower to pay any such sums;13.3.2
    
    any break in funding (including without limitation warehousing and other
related costs) due to the occurrence of any Event of Default;13.3.3
    
    any prepayment of the Facility or any part thereof being made at any time for
any reason; and/or13.3.4
    
    the Term Loan Facility or a Drawing not being drawn for any reason (excluding
any default by the Agent or any Lender) after the relevant Drawdown Notice has
been given,
 including, in any such case, but not limited to, any loss or expense sustained or
incurred in maintaining or funding a the Term Loan Facility or Drawing or in
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liquidating or re-employing deposits from third parties acquired to effect or
maintain the Term Loan Facility or the Drawing and also any loss or expense
(including without limitation warehousing and other related costs) incurred in
connection with any Master Agreement.
 13.4
    
    Set-offFollowing the occurrence of any Event of Default and for so long as the same is
continuing, the Borrower irrevocably authorises the Agent and the Lenders and each
of their respective Affiliates without prior notice to apply any credit balance to
which the Borrower is entitled upon any account of the Borrower with any branch of
any of the Agent, the Lenders and any such Affiliates in or towards satisfaction of
any sum due to the Agent or any Lender hereunder but unpaid, and to combine any
accounts of the Borrower for this purpose. If such set-off requires a credit
balance in a currency other than Dollars to be transferred to an account maintained
in connection herewith the transfer shall be effected by crediting to the account in
question the amount of Dollars which the Agent or the Lender or any such Affiliate
(as the case may be) could obtain by exchanging such currency for Dollars at the
rate of exchange at which its Lending Branch would, at the opening of business on
the date on which the combination is effected, have sold the currency of that credit
balance for Dollars for immediate delivery.13.5
    
    Master Agreement rightsThe rights conferred on the Agent and the Lenders by Clause 13.4 shall be in
addition to, and without prejudice to or limitation of, the rights of netting and
set off conferred on the Lenders and/or their Affiliates by the Master Agreements.
 14
    
    Application of Funds
 14.1
    
    Total Loss proceeds/proceeds of sale/Event of Default moniesIn the event of a Vessel becoming a Total Loss or if a Vessel is sold or if the
Pride of Aloha Vessel is sold or otherwise disposed of pursuant to the relevant
Apollo-Related Transaction or if an Event of Default has occurred then the Relevant
Percentage of all Total Loss proceeds or proceeds of sale or disposal of the Vessel
or any monies received by the Agent or any Lender or, pursuant to Clause 13.4, any
Affiliate under or pursuant to the Security Documents shall be held by the Agent and
applied in the following manner and order:
 FIRSTLY
    
    to the payment of all fees, expenses and charges (including brokers
commissions), the expenses of any sale, the expenses of retaining any attorney,
solicitors fees, court costs and any other expenses or advances made or
incurred by the Agent or any Lender in the protection of the Agents and the
Lenders rights or the pursuance of its or their remedies hereunder and under
the other Security Documents or to any payments whether voluntary or not which
the Agent considers advisable to protect its or their security and to provide
adequate indemnity against liens claiming priority over or equality with the
lien of all Security Documents or any other Encumbrances;SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Lead
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Arrangers, the Co-Arrangers, the Lenders and/or the Agent are
entitled hereunder and/or under the other Security Documents (other
than the Master Agreements) in connection with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Term Loan Facility
and the Revolving Credit Facility pro rata;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Lead Arrangers, the Co-Arrangers, the Agent or the Lenders or any of them in
connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Term Loan Facility and the Revolving Credit
Facility pro rata (whether or not then due and payable);SIXTHLY
    
    in or towards satisfaction of any other amounts due from the Borrower to the
Lead Arrangers, the Co-Arrangers, the Agent or the Lenders under the Security
Documents (other than the Master Agreement Liabilities) using in the discretion
of the Agent the same order of application as FIRSTLYto FIFTHLY;SEVENTHLY
    
    in retention of such other sum or sums as the Agent may require as
security for any further monies which may reasonably be expected to become due
and payable to the Lead Arrangers, the Co-Arrangers, the Agent and/or the
Lenders under this Agreement or any of the other Security Documents and which
the assigned Earnings may be insufficient to satisfy;EIGHTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andNINTHLY
    
    the balance, if any, in payment to the Borrower or whomsoever shall then be
entitled thereto.
  14.2
    
    General fundsAny other monies received by or in the possession of the Agent or any Lender under
or pursuant to the Security Documents which are expressed hereunder and/or under the
Security Documents to be distributed in accordance with the provisions of this
Clause or where no express provisions are made for disposal shall be applied in the
discretion of the Agent as follows:
 FIRSTLY
    
    in or towards payment of all fees, costs and expenses incurred by the Agent
or any Lender in connection with the Facility and which are for the time being
unpaid;
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SECONDLY
    
    in or towards payment in such order as the Lenders may require of any
accrued (but unpaid) fees and interest thereon to which the Lead Arrangers, the
Co-Arrangers, the Lenders and/or the Agent are entitled hereunder and/or under
the other Security Documents (other than the Master Agreements) in connection
with the Facility;THIRDLY
    
    in or towards satisfaction of all interest accrued on the Term Loan Facility
and the Revolving Credit Facility pro rata;FOURTHLY
    
    in retention by the Agent in its discretion in a suspense or impersonal
interest bearing security realised account of such sum as it considers
appropriate by way of security for the Outstanding Indebtedness (other than the
Master Agreement Liabilities) or for any actual or contingent liability of the
Lead Arrangers, the Co-Arrangers, the Agent or the Lenders or any of them in
connection with the transactions herein contemplated;FIFTHLY
    
    in or towards payment of the Term Loan Facility and the Revolving Credit
Facility pro rata;SIXTHLY
    
    in retention of such other sum or sums as the Agent may require as security
for any further monies which may reasonably be expected to become due and
payable to the Lead Arrangers, the Co-Arrangers, the Agent and/or the Lenders
under this Agreement or any of the other Security Documents (other than the
Master Agreement Liabilities) and which the assigned Earnings may be
insufficient to satisfy;SEVENTHLY
    
    in or towards satisfaction of the Master Agreement Liabilities in the same
order in which the Transactions were entered into by the Borrower with the
Lenders and/or their Affiliates (as the case may be); andEIGHTHLY
    
    the balance (if any) shall be released to the Borrower or to its order or
whomsoever else may be entitled thereto.
 14.3
    
    Application of proceeds of InsurancesProceeds of the Insurances for partial losses shall be applied in accordance with
the relevant Insurance Assignment and/or the loss payable clause endorsed on the
Insurances in the form approved by the Agent and in the case of a Total Loss of a
Vessel in accordance with Clause 4.5, Clause 5.3 and Clause 14.1.14.4
    
    Suspense accountAny monies received or recovered by the Agent or any Lender under or in connection
with the Security Documents and credited to any suspense or impersonal interest
bearing security realised account in accordance with FOURTHLYof Clause 14.1 or
Clause 14.2 may be held in such account for so long as the Agent thinks fit pending
application at the Agents discretion in accordance with FOURTHLYof Clause 14.1 or
Clause 14.2 (as the case may be).
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15
    
    The Master Agreement
 15.1
    
    ApplicabilityThe following provisions of this Clause will apply if a Lender or its Affiliate (as
the case may be) and the Borrower have entered, or enter during the Security Period,
into one or more Transactions.15.2
    
    Additional Termination EventIf the Facility is for any reason not advanced to the Borrower before the expiry of
the Availability Periods, and a Lender or its Affiliate (as the case may be) and the
Borrower have entered into any Transactions before that expiry, an Additional
Termination Event (with the relevant Lender or its Affiliate (as the case may be) as
the Affected Party) shall be deemed to have occurred under the relevant Master
Agreement on the expiry of the Availability Periods.15.3
    
    Adjustment of Notional AmountsIf:
 15.3.1
    
    the amount of the Facility actually advanced by the Lenders to the Borrower
is less than the Notional Amount (or the aggregate Notional Amounts) of the
Hedging Transactions entered into on or before the expiry of the Availability
Periods, or15.3.2
    
    the Borrower prepays part of the Facility under any provision of this
Agreement, and the amount of the Facility remaining outstanding after that
prepayment is less than the Notional Amount (or the aggregate Notional Amounts)
of the Hedging Transactions,
 then in effect the Borrowers obligations under those Hedging Transactions shall
(unless otherwise agreed by the relevant Lenders and/or their Affiliates (as the
case may be)) be calculated (so far as the Agent considers it practicable to do so)
by reference to a Notional Amount (or aggregate Notional Amounts) equal to the
amount of the Facility actually advanced or remaining outstanding after that
prepayment, as reduced on each Repayment Date by the amount of the Instalment then
due or on each Maturity Date by the amount of the Drawing then due, and adjusted if
necessary in accordance with Clause 3.15.4
    
    AuthorityIn order to give effect to Clause 15.3, or in the event of voluntary or mandatory
prepayment or cancellation by the Borrower of the whole of the Facility, the
Borrower irrevocably authorises the Lenders for themselves or for and on behalf of
their Affiliates (as the case may be) to amend, restructure, unwind, cancel, net
out, terminate, liquidate, transfer or assign any of the rights or obligations under
any Hedging Transactions, and/or to enter into any other interest rate exchange
and/or hedging transaction or commitment with any other counterparty.
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15.5
    
    Termination of TransactionsIf the exercise of a Lenders rights under Clause 15.4 results in the termination of
any Transaction, that Transaction shall, for the purposes of the relevant Master
Agreement (including, without limitation, section 6(e)(i) of the Master Agreement)
be treated as a Terminated Transaction resulting from an Event of Default by the
Borrower.15.6
    
    IndemnityThe Borrower will indemnify each Lender through the Agent from time to time on
demand in respect of all liabilities, losses, costs or expenses suffered, incurred
or sustained by a Lender arising in any way in relation to the exercise by a Lender
of its rights under this Clause, or arising in any way from any other termination,
cancellation, unwinding or restructuring of any Transaction.15.7
    
    Notification of TransactionsIf the Borrower enters into a Transaction with a Lender or its Affiliate (as the
case may be) under the relevant Master Agreement the Lender shall notify the Agent
within one (1) Business Day of the date of the Transaction and the Agent shall
promptly inform the other Lenders thereof.
 16
    
    Fees
 16.1
    
    Commitment feeThe Borrower shall pay to the Agent for distribution to the Lenders quarterly in
arrears forty per cent (40%) of the Applicable Margin on the relevant payment date
on the daily undrawn, uncancelled amount of the Term Loan Facility and the Revolving
Credit Facility during the relevant Commitment Period.16.2
    
    Other feesThe Borrower will pay to Nordea Bank Norge ASA or the Agent on behalf of itself, the
Lead Arrangers, the Co-Arrangers and/or the Lenders, such fees as are set out in a
separate fee letter dated 25 June 2004.
 17
    
    Expenses
 17.1
    
    Initial expensesThe Borrower shall reimburse the Agent on demand on a full indemnity basis for the
charges and expenses (together with value added tax or any similar tax thereon and
including without limitation the fees and expenses of legal, insurance and other
advisers) incurred by the Agent in respect of the syndication, negotiation,
preparation, printing, execution and registration of this Agreement and the other
Transaction Documents and any other documents required in connection with the
implementation of this Agreement and the Apollo-Related Transactions.17.2
    
    Enforcement expensesThe Borrower shall reimburse the Agent and the Lenders on demand on a full indemnity
basis for all charges and expenses (including value added tax or any
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---



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similar tax thereon and including the fees and expenses of legal advisers) incurred
by the Agent and each of the Lenders in connection with the enforcement of, or the
preservation of any rights under, this Agreement and the other Security Documents.17.3
    
    Stamp dutiesThe Borrower shall pay or indemnify the Agent and each of the Lenders on demand
against any and all stamp, registration and similar Taxes which may be payable in
any jurisdiction in connection with the entry into, performance and enforcement of
this Agreement or any of the other Security Documents.
 18
    
    Waivers, Remedies Cumulative
 18.1
    
    No waiverNo failure to exercise and no delay in exercising on the part of the Agent or any of
the Lenders any right or remedy under any of the Security Documents shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof, or the exercise of any other right
or remedy. No waiver by the Agent or any of the Lenders shall be effective unless
it is in writing.18.2
    
    Remedies cumulativeThe rights and remedies of the Agent and the Lenders provided herein are cumulative
and not exclusive of any rights or remedies provided by law.18.3
    
    SeverabilityIf any provision of this Agreement is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of such
provision in any other jurisdiction.18.4
    
    Time of essenceTime is of the essence in respect of all of the obligations of the Borrower under
the Security Documents provided however that none of the Agent or any of the Lenders
shall be entitled to terminate or treat this Agreement or any of the other Security
Documents as having been repudiated otherwise than in circumstances which constitute
an Event of Default.
 19
    
    Counterparts
 This Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 20
    
    Changes to the Lenders
 20.1
    
    Assignments and transfers by the LendersSubject to this Clause 20, a Lender (the Existing Lender) may:20.1.1 assign any of its rights under the Security Documents; or
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20.1.2 transfer by novation any of its rights and obligations under the Security
Documents,to another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Lender) provided
that any such assignment or transfer shall be in respect of an amount of its
Contribution of not less than five million Dollars (USD5,000,000).
 20.2
    
    Conditions of assignment or transfer
 20.2.1
    
    The consent of the Borrower and the Agent is required for an assignment or
transfer by a Lender, unless the assignment or transfer is to another Lender or
an Affiliate of a Lender or, in the case of the Borrower, an Event of Default
has occurred and is continuing.20.2.2
    
    The consents of the Agent and the Borrower to an assignment or transfer must
not be unreasonably withheld or delayed. The Borrower will be deemed to have
given its consent five (5) Business Days after the Lender has requested it
unless consent is expressly refused by the Borrower within that time.20.2.3
    
    The consent of the Borrower to an assignment or transfer must not be withheld
solely because the assignment or transfer may result in an increase to the
Mandatory Cost.20.2.4
    
    An assignment will only be effective on:
 (a)
    
    receipt by the Agent of written confirmation
from the New Lender (in form and substance satisfactory to the Agent)
that the New Lender will assume the same obligations to the Agent and
the other Lenders as it would have been under if it was an Original
Lender; and(b)
    
    performance by the Agent of all know your
customer or other checks relating to any person that it is required to
carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing
Lender and the New Lender.
 20.2.5
    
    A transfer will only be effective if the procedure set out in Clause 20.5 is
complied with.
 20.2.6
    
    If:
 (a)
    
    a Lender assigns or transfers any of its rights
or obligations under the Security Documents or changes its Lending
Branch; and(b)
    
    as a result of circumstances existing at the
date the assignment, transfer or change occurs, a Borrower would be
obliged to make a payment to the New Lender or Lender acting through
its new Lending Branch under Clause 8,
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then the New Lender or Lender acting through its new Lending Branch is only
entitled to receive payment under those Clauses to the same extent as the
Existing Lender or Lender acting through its previous Lending Branch would
have been if the assignment, transfer or change had not occurred.
 20.2.7
    
    Any Existing Lender that assigns any of its rights shall retain its voting
right as a Lender.
 20.3
    
    Assignment or transfer feeThe Existing Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of three thousand Dollars
(USD3,000).20.4
    
    Limitation of responsibility of Existing Lenders
 20.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy
or enforceability of the Security Documents or any other documents;(b)
    
    the financial condition of the Borrower;(c)
    
    the performance and observance by any Obligor
of its obligations under the Security Documents or any other documents;
or(d)
    
    the accuracy of any statements (whether written
or oral) made in or in connection with any Security Document or any
other document,and any representations or warranties implied by
law are excluded.
 20.4.2
    
    Each New Lender confirms to the Existing Lender, the Agent and the other
Lenders that it:
 (a)
    
    has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its
participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender in connection with
any Security Document; and(b)
    
    will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Security
Documents or any Commitment is in force.
 20.4.3
    
    Nothing in any Security Document obliges an Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under this Clause
20; or
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(b)
    
    support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any
Obligor of its obligations under the Security Documents or otherwise.
 20.5
    
    Procedure for transfer
 20.5.1
    
    Subject to the conditions set out in Clause 20.2 a transfer is effected in
accordance with Clause 20.5.3 when the Agent executes an otherwise duly
completed Transfer Certificate delivered to it by the Existing Lender and the
New Lender. The Agent shall, subject to Clause 20.5.2, as soon as reasonably
practicable after receipt by it of a duly completed Transfer Certificate
appearing on its face to comply with the terms of this Agreement and delivered
in accordance with the terms of this Agreement, execute that Transfer
Certificate.20.5.2
    
    The Agent shall only be obliged to execute a Transfer Certificate delivered
to it by the Existing Lender and the New Lender once it is satisfied it has
complied with all necessary know your customer or other similar checks under
all applicable laws and regulations in relation to the transfer to such New
Lender.20.5.3
    
    On the Transfer Date:
 (a)
    
    to the extent that in the Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and
obligations under the Security Documents each of the Borrower and the
Existing Lender shall be released from further obligations towards one
another under the Security Documents and their respective rights
against one another shall be cancelled (being the Discharged Rights
and Obligations);(b)
    
    each of the Borrower and the New Lender shall
assume obligations towards one another and/or acquire rights against
one another which differ from the Discharged Rights and Obligations
only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;(c)
    
    the Agent, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Agent
and the Existing Lender shall each be released from further obligations
to each other under this Agreement; and(d)
    
    the New Lender shall become a party as a
Lender.
 20.6
    
    Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.
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20.7
    
    Disclosure of informationAny Lender may disclose to any of its Affiliates and any other person:
 20.7.1
    
    to (or through) whom that Lender assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this
Agreement;20.7.2
    
    with (or through) whom that Lender enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the Borrower;
or20.7.3
    
    to whom, and to the extent that, information is required to be disclosed by
any applicable law or regulation,
  20.8
    
    Borrowers co-operation
  21
    
    Changes to the Borrower
  22
    
    Reference Banks and Agent
 22.1
    
    Reference Banks
  22.1.1
    
    the whole of the Contribution (if any) of any Reference Bank is prepaid;22.1.2
    
    the Commitment of any Reference Bank is cancelled or reduced to zero in
accordance with Clause 5.9 or any other relevant provision hereof;22.1.3
    
    a Reference Bank transfers the whole of its rights and obligations (if any)
as a Lender under this Agreement; or22.1.4
    
    where applicable, any Reference Bank ceases to provide quotations to the
Agent for the purposes of determining LIBOR,
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22.2
    
    Decision making
 22.2.1
    
    Save as expressly provided in Clause 22.2.2 or as otherwise expressly
provided herein, any proposed course of action in connection with any matter
requiring the consent of the Lenders under or in connection howsoever with this
Agreement shall only be taken with the consent of all the Lenders including,
but without limitation to the generality of the foregoing:
 (a)
    
    the release of the Borrower from any of its
obligations hereunder;(b)
    
    the amendment of any of the provisions of this
Agreement;(c)
    
    any time or other indulgence to be granted to
the Borrower in respect of its obligations under this Agreement.
 22.2.2
    
    Proposals in connection with the following matters shall, in the absence of
agreement thereon by all of the Lenders or as otherwise provided in this
Agreement, be determined by the Majority Lenders:
 (a)
    
    the making of any declaration by the Agent
under Clause 13.2;(b)
    
    the institution of any legal proceedings for
the enforcement of any rights or powers whatsoever pursuant to the
terms of this Agreement;(c)
    
    any course of action whatsoever from time to
time (other than the making of a demand for payment hereunder) whether
of a legal or commercial nature or otherwise howsoever for the purpose
of achieving a full or partial recovery of any principal, interest or
other amount due and payable by the Borrower hereunder or otherwise in
connection therewith following the making of a declaration by the Agent
under Clause 13.2;(d)
    
    any other matter in respect of which this
Agreement expressly provides that the consent of the Majority Lenders
shall be required.
 22.2.3
    
    Any determination of the Lenders shall be ascertained by the Agent either:
 (a)
    
    by means of a telefax sent by the Agent to each
of the Lenders in identical terms on the proposal or matter in issue;
or(b)
    
    by means of the vote of representatives of each
Lender at a meeting convened by the Agent and held for the purpose of
discussing (inter alia) such proposal or matter in issue.
  (i)
    
    where a decision of the Lenders is sought by
the Agent by means of a telefax sent in accordance with paragraph (a)
above and provided that the Agent verifies forthwith by telephone with
each relevant Lender that it has received such telefax in good order,
then the Agent may in its telefax:
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(1)
    
    recommend a proposed course of
action to be taken by the Lenders; and(2)
    
    specify a time limit (of not
less than three (3) Business Days) within which the Lenders are
required to respond to the Agents recommendation
  (ii)
    
    where the approval of the Majority Lenders is
required in respect of any matter, the approval shall be deemed to have
been given as soon as the Agent receives the requisite number of votes
in favour of the proposal so that the Agent may act on the basis of
such votes without having to wait for the response of (or to give any
notification to) any other Lender who has yet to reply to the Agent.
 22.3
    
    The Agent
 22.3.1
    
    Each of the Lenders hereby appoints the Agent to act as its agent under this
Agreement and the Security Documents with such rights, powers and discretions
as are expressly delegated to the Agent hereunder and thereunder.22.3.2
    
    The Agent shall:
 (a)
    
    promptly inform the Lenders of the contents of
any notice or request received by it from the Borrower under this
Agreement (whether such notice or request is addressed to the Agent
alone or the Agent on behalf of the Lenders) and of any information
delivered to it pursuant to Clause 11.2 and of any other matters which
the Agent considers material;(b)
    
    promptly deliver to the Lenders copies of any
accounts and certificates delivered to it pursuant to Clause 11.2 and,
as soon as reasonably practicable, copies of the documents delivered in
satisfaction of the requirements of Schedule 3;(c)
    
    promptly inform the Lenders in reasonable
detail of any exercise by it of any of the rights, powers and/or
discretions vested in it hereunder (but without the Agent being under
any obligation to give prior notice to the Lenders of any such
exercise);(d)
    
    promptly notify the Lenders of the occurrence
of any Event of Default or any other default by the Borrower in the due
performance of or compliance with its material obligations under this
Agreement of which the Agent has actual knowledge or actual notice and
the occurrence of which the Agent has verified;(e)
    
    if directed by the Majority Lenders, exercise
(or refrain from exercising) any right, power or discretion vested in
it hereunder in
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accordance with the directions (subject to Clause 22.2.1) of the
Majority Lenders provided, however, that it may refrain from acting
in accordance with any such directions until it has received such
security as it may require (whether by way of payment in advance or
otherwise) for all costs, claims, expenses (including legal fees)
and liabilities which it will or may expend or incur in complying
with such directions and for this purpose the Agent shall make a
demand for such security addressed to all the Lenders;(f)
    
    receive from the Borrower all payments of
principal, interest and other moneys expressed to be payable to the
Agent hereunder on behalf of all or any of the Lenders and shall
promptly distribute the same amongst the Lenders and itself in
accordance with the terms of this Agreement pending which the Agent
shall hold any and all such moneys on trust for the Lenders and itself.
 22.3.3
    
    The relationship between the Agent on the one part and each Lender on the
other is that of agent and principal and, except in relation to any moneys
referred to in Clause 22.3.2(d) held by the Agent pending distribution
hereunder, the Agent shall not have a fiduciary relationship with or be, or be
deemed to be, a trustee of or for any such party.22.3.4
    
    In addition to the powers expressly given to the Agent by this Agreement:
 (a)
    
    the Lenders may give the Agent (generally or in
any particular case) any powers which the Lenders consider appropriate;
and(b)
    
    the Agent has power to take any other action
which it considers to be reasonably incidental or conducive to the
performance of its functions under this Agreement or otherwise
appropriate in the context of those functions, including the exercise
of any powers given to it by the Lenders.
 22.3.5
    
    The rights, powers and discretions vested in the Agent by this Agreement
shall only be exercised by the Agent in accordance with the instructions of the
Majority Lenders or (if so required in accordance with the provisions of Clause
22.2.1) the Lenders provided however that the Agent shall be entitled (but not
bound) to exercise or refrain from exercising any such right, power or
discretion without the directions of the Majority Lenders or the Lenders (as
the case may be) if the Agent believes that the immediate exercise of such
right, power or discretion is necessary or desirable to protect the interests
of the Lenders under or in respect of this Agreement.Where any right, power or discretion is vested in the Agent under this
Agreement but is expressed as being exercisable in accordance with the
directions of the Lenders or the Majority Lenders, such right, power or
discretion shall not be exercised by the Agent without the lawful directions
of the Lenders or the Majority Lenders (as the case may be).22.3.6
    
    Notwithstanding anything to the contrary expressed or implied herein, the
Agent shall not:
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(a)
    
    be bound to enquire as to the occurrence or
otherwise of any Event of Default or as to the performance by the
Borrower of its obligations under this Agreement;(b)
    
    be bound to disclose to any other person any
information relating to the Borrower if such disclosure would or might
in its opinion constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person;(c)
    
    have any responsibility to the Lenders or each
other for:
 (i)
    
    the financial position,
creditworthiness, affairs or prospects of the Borrower;(ii)
    
    the performance or
non-performance howsoever by the Borrower of any of its
obligations hereunder;(iii)
    
    the due execution,
effectiveness, genuineness, validity or enforceability of this
Agreement or any document relating hereto or any filing or
recording thereof or the taking of any other action whatsoever
and howsoever in connection therewith or the collectability of
any sum due hereunder;(iv)
    
    any computations and/or
information supplied to the Lenders by the Agent in reliance
upon which the Lenders have entered into this Agreement;
 (d)
    
    be under any liability whatsoever for any
consequence of relying on:
 (i)
    
    any written communication or
document believed by it to be genuine or correct and to have
been communicated or signed by the person by whom it is
purported to have been communicated or signed; or(ii)
    
    the advice or opinions of any
professional advisers selected by it;
 (e)
    
    be under any duty to account to any Lender for
any sum received by it for its own account or the profit element of any
such sum;(f)
    
    be under any obligation other than those for
which express provision is made herein.
 22.3.7
    
    The Agent may:
 (a)
    
    carry out its duties hereunder through such
officers, directors, employees, consultants or independent agents as it
may in its unfettered discretion think fit;(b)
    
    assume that no Event of Default has occurred
and that the Borrower is not in breach of its obligations under this
Agreement unless the Agent has actual knowledge or actual notice to the
contrary;
 86




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##### 



(c)
    
    engage and pay for the advice or services of
any internal or external lawyers, accountants, surveyors or other
experts whose advice or services may to it seem necessary, expedient or
desirable and rely upon any advice so obtained;(d)
    
    rely as to any matters of fact which might
reasonably be expected to be within the knowledge of the Borrower upon
a certificate signed by or on behalf of the Borrower;(e)
    
    rely upon any communication or document
believed by it to be genuine.
 22.3.8
    
    It is understood that each of the Lenders has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrower and, accordingly, each of the
Lenders warrants to the Agent that it has not relied and will not rely on the
Agent:
 (a)
    
    to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the
Borrower in connection with this Agreement; or(b)
    
    to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower.
 22.3.9
    
    Subject to the terms of this Agreement, this Agreement shall be serviced,
supervised and administered by the Agent in the ordinary course of its business
and in accordance with its usual practices. In performing its duties and
functions hereunder, the Agent shall exercise the same care as it normally
exercises in making and administering loans for its own account, but assumes no
further responsibility in respect of such performance.22.3.10
    
    The Agent shall not be under any liability as a result of taking or omitting
to take any action in relation to this Agreement save in the case of gross
negligence or wilful misconduct and the Lenders will not assert or seek to
assert against any director, officer or employee of the Agent any claim they
might have against any of them in respect of the matters referred to in this
Clause 22.3.10.22.3.11
    
    Neither the Agent (nor any officer thereof) shall be precluded by reason of
so acting from underwriting, guaranteeing the subscription of or subscribing
for or otherwise acquiring, holding or dealing with any debentures, shares or
securities whatsoever of the Borrower or from entering into any contract or
financial or other transaction with or from engaging in any banking or other
business with the Borrower and shall not be liable to account for any profit
made or payment received by it thereby or in connection therewith.
 22.4
    
    Retirement and replacement of the Agent
 22.4.1
    
    The Agent may retire at any time without assigning any reason by giving to
the Borrower and the Lenders not less than thirty (30) days notice of its
 87




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##### 



intention to do so. Unless the Agent in its notice of retirement nominates
any of its associated companies to be its successor, the successor Agent may
be appointed by the Majority Lenders (with the prior written consent of the
Borrower, such consent not to be unreasonably withheld or delayed) during
such thirty (30) day period provided that, should they fail to do so, the
Agent may then appoint as its successor a reputable and experienced bank
with an office in London.22.4.2
    
    If any Lender is dissatisfied with the Agent and wants it to be replaced,
such Lender shall consult with the other relevant Lenders and the Borrower for
a period of up to thirty (30) days to decide whether the Agent should be
replaced and, if so, by whom (such replacement being one of the relevant
Lenders or an associated company thereof). If at the end of such period the
relevant Lenders unanimously agree that the Agent should be replaced by a
particular Lender or one of its associated companies, and if the Borrower
consents in writing to the identity of the proposed replacement (such consent
(a) not to be unreasonably withheld and (b) not to be required if an Event of
Default has occurred and is continuing), then notice shall be given by the
relevant Lenders to the Agent specifying the date, being not fewer than five
(5) Business Days after the date of such notice, on which the appointment of
the successor Agent is, subject to Clause 22.4.4, to take effect.22.4.3
    
    For the purposes of this Clause 22.4:
 (a)
    
    an associated company of the Agent and/or any
Lender shall mean any company which is a holding company of the Agent
and/or such Lender or a wholly-owned subsidiary of it or its parent
company; and(b)
    
    relevant Lenders means all of the Lenders
other than that Lender which acts as Agent or whose associated company
acts in such capacity.
 22.4.4
    
    Any appointment of a successor Agent under Clause 22.4.1 or 22.4.2 shall take
effect upon:
 (a)
    
    the successor confirming in writing its
agreement to be bound by the provisions of this Agreement; and(b)
    
    notice thereof by the Agent and its successor
(which notice, shall specify the bank in New York to which payments to
the new Agent shall be made thereafter) being given to each of the
other parties to this Agreement.
 22.4.5
    
    If a successor to the Agent is appointed under the provisions of this Clause
22.4:
 (a)
    
    the outgoing Agent shall be discharged from any
further obligation under this Agreement;(b)
    
    its successor and each of the other parties
hereto shall have the same rights and obligations amongst themselves as
they would have had
 88




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##### 



if such successor had been a party hereto in place of the outgoing
Agent;(c)
    
    Clause 22 and the other provisions of this
Agreement shall remain in effect for the benefit and protection of the
outgoing Agent in relation to any claim or loss which may be brought
against or incurred by it in connection with or as a result of any act,
omission, breach, neglect or other occurrence or matter relating to or
arising out of this Agreement which took place before its resignation.
 23
    
    Notices
 23.1
    
    Mode of communication
  23.2
    
    Address
  23.3
    
    Telefax communication
  23.4
    
    Electronic mail
  89




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##### 



23.4.1
    
    agree that, unless and until notified to the contrary, this is to be an
accepted form of communication; and23.4.2
    
    notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by
that means; and23.4.3
    
    notify each other of any change to their electronic mail address or any other
such information supplied by them.
   (a)
    
    by the Agent to the Borrower or a Lender will be effective when
it is sent by the Agent unless the Agent receives a message indicating failed
delivery and, if upon the senders express request, a confirmation of receipt
is requested, such confirmation has been sent; and(b)
    
    by the Borrower or a Lender to the Agent will be effective only
when actually received by the Agent and then only if it is addressed in such a
manner as the Agent shall specify to that party for this purpose.
  23.5
    
    Receipt
  23.6
    
    Language
  90




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##### 



24
    
    Governing Law
  25
    
    Waiver of Immunity
  26
    
    Jurisdiction
 26.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a Dispute). Each party to
this Agreement agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party will argue to the
contrary.This Clause 26.1 is for the benefit of the Lenders and the Agent only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.26.2
    
    The Borrower may not, without the Agents prior written consent, terminate the
appointment of the Process Agent; if the Process Agent resigns or its appointment
ceases to be effective, the Borrower shall within fourteen (14) days appoint a company
which has premises in London and has been approved by the Agent to act as the
Borrowers process agent with unconditional authority to receive and acknowledge
service on behalf of the Borrower of all process or other documents connected with
proceedings in the English courts which relate to this Agreement.26.3
    
    For the purpose of securing its obligations under Clause 26.2, the Borrower
irrevocably agrees that, if it for any reason fails to appoint a process agent within
the period specified in Clause 26.2, the Agent may appoint any person (including a
company controlled by or associated with the Agent or any Lender) to act as the
Borrowers process agent in England with the unconditional authority described in
Clause 26.2.
 91




---



##### 



26.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower of the service of any process
or to forward any process to the Borrower) shall invalidate any proceedings or
judgment.26.5
    
    The Borrower appoints in the case of the courts of England the Process Agent to
receive, for and on its behalf service of process in England of any legal proceedings
with respect to this Agreement and any other Security Document.26.6
    
    A judgment relating to this Agreement which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and may be enforced
without review in any other jurisdiction.26.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the
recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.26.8
    
    In this Clause judgment includes order, injunction, declaration and any other
decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )as a Lead Arranger, an Original Lender and the Agent
    
    
    )in the presence of:
    
    
    )
 92




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORDEA BANK NORGE ASA
    
    
    )as a Lead Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )HSH NORDBANK AG
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )KfW
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )
 93




---



##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )-GIROZENTRALE-
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )VEREINS- UND WESTBANK
    
    
    )AKTIENGESELLSCHAFT
    
    
    )as a Co-Arranger and an Original Lender
    
    
    )in the presence of:
    
    
    )
 94




---



##### 



Schedule 1
 Particulars of Agent, Lead Arrangers, Co-Arrangers and Original Lenders
 95




---



##### 



Schedule 2
 Notice of Drawdown
 96




---



##### 



Schedule 3
 Conditions Precedent
 97




---



##### 



Schedule 4
 Confidentiality Undertaking
 98




---



##### 



Schedule 5
 Transfer Certificate
 99




---



##### 



Schedule
 Administrative Details of Transferee
 100




---



##### 



Schedule 6
 Quarterly Statement of Financial Covenants
 101




---



##### 



Schedule
 Statement of Financial Covenants as of [           ] 20[ ] (in USD000)
 102




---



##### 



Schedule 7
 Apollo-Related Transactions
 1
    
    Subscription Agreement
 1.1
    
    At the closing of the transactions contemplated by the Subscription Agreement
(the Closing), the Investors shall pay to the Borrower USD1,000,000,000 as payment
for newly-issued ordinary shares (Ordinary Shares) in the capital of the Borrower,
par value USD1.00 per share (the Subscribed Ordinary Shares). The Subscribed
Ordinary Shares shall represent fifty per cent (50%) of the issued and outstanding
Ordinary Shares of the Borrower as of the Closing.1.2
    
    On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade
Assets to NCL International (or one of NCL Internationals existing or newly-formed
subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer
from the US flag to the Bahamas flag PROVIDED THATin the event that the transfer of
the Jade Assets can be effected in a manner that the parties to the Subscription
Agreement agree is more advantageous from a tax perspective than the manner set forth
above, such transfer shall be effected in an alternative manner and (ii) NCL
International (or one of its existing or newly-formed subsidiaries) will assume the
Jade Liabilities (such transactions together the Jade Transfer).1.3
    
    Effective as of the Closing, in consideration of the mutual covenants and
agreements contained therein, the Borrower has released, waived and forever discharged
Star, its Subsidiaries and their respective predecessors, successors, assigns,
officers, directors, shareholders, employees and agents and their respective counsel
(for the benefit of Star and its Subsidiaries) from any and all actions, causes of
actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of
any type, based on any fact or circumstance arising prior to the Closing based on
Stars relationship with the Borrower and its Subsidiaries prior to the Closing
(including any claims relating to actual or alleged breaches of fiduciary or other
duties by Stars directors, officers or shareholders), whether based on contract or any
applicable law (including tort, statute, local ordinance, regulation or any comparable
law) in any jurisdiction.1.4
    
    Star, the Borrower and the Investors have stated their mutual intention that,
following the Closing, Star and the Borrower continue their current policies and
practices of close collaboration in support of their mutual efforts to develop their
respective cruise line businesses, including providing assistance to each other in
mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration
in shipbuilding and sharing of ship design and providing or assisting in obtaining any
necessary consents and approvals relating to such initiatives, shipbuilding or ship
design PROVIDED THATin no event shall Star or the Borrower be obligated to engage in
any such efforts if such efforts could reasonably be expected to have an adverse effect
on the operation or prospects of such partys respective cruise line business.1.5
    
    Star has indemnification obligations running in favour of the Investors. In
the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in
its sole discretion to have all or a portion of the indemnity obligation of Star deemed
satisfied by having the Borrower issue to the Investors additional Ordinary Shares.
 103




---



##### 



1.6
    
    If the transactions contemplated by the Subscription Agreement upon the Closing
are consummated, at the Closing (as described in clause 1.1 of this Schedule), the
Borrower shall pay, by wire transfer of immediately available funds, to each Person who
is the payee of any outstanding Borrower Transaction Expenses as of the Closing Date,
the amount owed to such Person. For the avoidance of doubt, in the event that the
Closing Date transaction fee payable to either (i) an Affiliate of the Investors or
(ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to
half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for
its mergers and acquisitions advisory fee, such excess amount shall be paid, with
respect to (i), by Star, or with respect to (ii), by the Investors. If the
transactions contemplated by the Subscription Agreement upon the Closing (as described
in clause 1.1 of this Schedule) are not consummated, all costs and expenses incurred in
connection with the Subscription Agreement and the transactions contemplated thereby
shall be paid by the party incurring such costs and expenses.
 2
    
    Shareholders Agreement
 on a fully diluted basis
 3
    
    Reimbursement Agreement
 3.1
    
    NCL America Holdings UndertakingsStar and Investor I have agreed (the NCLA Undertakings) to cause the Borrower to
conduct the NCLA Business in the usual and ordinary course of business after the
Closing Date. In connection therewith, Star shall periodically reimburse the
Borrower for any NCLA Cash Losses up to the amount of the Cash Losses Cap.3.2
    
    Star Termination ElectionAt any time after the Closing Date, Star may give notice (the Star Termination
Election) to the Borrower and Investor I that it is terminating the NCLA
Undertakings. Following receipt by the Borrower of the Star Termination Election,
the parties to the Reimbursement Agreement shall then within thirty (30) days
thereafter either (i) enter into the NCLA Continuation Agreement (as defined in
clause 3.4 of this Schedule) or (ii) make the NCLA Wind-up Determination (as defined
in clause 3.5 of this Schedule).3.3
    
    Borrower Termination ElectionIn the event the Star Termination Election has not been delivered prior to
1 December 2008, then on the earlier of (i) such date and (ii) the date on which the
aggregate amount of NCLA Cash Losses actually accrued equals or exceeds
USD37,500,000, the Borrower may give notice to Star (the Borrower Termination
Election) that it is terminating the NCLA Undertakings. Following receipt by Star
of the Borrower Termination Election (a) the parties to the
 104




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##### 



Reimbursement Agreement shall undertake the Shut Down Procedure (b) the America
Assets shall be transferred by NCL America Holdings to NCL International (or one of
its existing or newly-formed subsidiaries), which transfer shall be accomplished
through liquidations to the extent necessary and NCL International (or one of its
existing or newly-formed subsidiaries) shall assume any liabilities associated with
the America Assets, and the Pride of America Vessel shall be re-flagged in
connection with such transfer from the US flag to the Bahamas flag (such
transactions together the America Transfer) (c) the Borrower shall pay to Star an
amount equal to USD460,000,000 less any America Accumulated Book Depreciation and
less any Allocable America Indebtedness (d) the Borrower shall prepay and/or cancel
the Relevant Percentage of the Term Loan Facility and the Revolving Credit Facility
pursuant to Clause 4.6, Clause 5.3 and Clause 5.12 of this Agreement and the Lenders
shall release all of their liens on the Aloha Assets) and cause the transfer to Star
(or one of its subsidiaries) of all of NCL America Holdings right, title and
interest in the Aloha Assets free and clear of any Encumbrances through liquidations
that qualify as complete liquidations under section 331 of the Code of NCL America
Holdings, Pride of Aloha, and each of NCL America Holdings other subsidiaries, to
the extent necessary and (e) Star shall reimburse the Borrower for any and all Shut
Down Costs up to USD35,000,000 (each such payment, distribution or transaction, the
Wind Up Transactions). Following any decision to shut down the NCLA Business, any
decision to sell or otherwise dispose of any of the assets of the NCLA Business
(other than the Pride of America Vessel, the Pride of Aloha Vessel and their
respective related assets) as part of the Shut Down Procedure shall be determined
solely by Star. The net proceeds of any such sale or disposition(s) shall be
deducted from and shall reduce the Shut Down Costs by such amount of net proceeds.3.4
    
    NCL America Holdings Continuation AgreementIn the event that Star has provided the Borrower and Investor I with the Star
Termination Election, then within thirty (30) days thereafter, the Borrower and Star
will mutually agree in writing that the Borrower shall continue to operate and
manage the NCLA Business (the NCLA Continuation Agreement), in which case (i)
Stars obligations to reimburse the Borrower for the NCLA Cash Losses shall
terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii)
the Borrower shall pay to Star an amount equal to USD800,000,000, less the Aloha
Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less
the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such
amounts together the Payment) PROVIDED THATthe Payment shall be funded in part by
an incremental equity contribution to the Borrower by each of Star and Investor I in
the amount of USD170,000,000, less one-half of the Aloha Accumulated Book
Depreciation and less one-half of the Allocable Aloha Indebtedness.Subject to the proviso in the immediately preceding paragraph, the Borrower shall
use reasonable best efforts to fund any payments to Star pursuant to the NCLA
Continuation Agreement, NCLA Wind Up Transactions or the Borrower Termination
Election by either the use of funds generated internally by the Borrower or
generated from the incurrence of additional Indebtedness from existing or new debt
facilities. In the event that the Borrower is unable to fund payments in such a
manner, Star and Investor I acknowledge and agree that such funds shall be
 105




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##### 



generated by the net proceeds of a primary offering of additional Ordinary Shares to
the existing shareholders of the Borrower at the Subscription Price.3.5
    
    NCL America Holdings Wind-up DeterminationIn the event that the Borrower and Star have not entered into the NCLA Continuation
Agreement by the end of such thirty (30) day period or the Borrower provides to Star
notice prior to the expiration of such thirty (30) day period that the Borrower has
elected to shut down the NCLA Business (either such circumstance, the NCLA Wind-up
Determination) the parties shall consummate the Wind Up Transactions.If none of the Borrower Termination Election, the NCLA Continuation Agreement or the
NCLA Wind-up Determination has been made by 31 December 2008, the provisions of the
Reimbursement Agreement shall apply as if the Borrower and Star have entered into
the NCLA Continuation Agreement.
 4
    
    Indenture
  Defined Terms
  additional Ordinary Shares
 Affiliate
 Allocable Aloha Indebtedness
 Allocable America Indebtedness
 Allocable Jade Indebtedness
 106




---



##### 



Allocable NCLA Indebtedness
 Aloha Accumulated Book Depreciation
 Aloha Assets
 Amended and Restated Incorporation Documents
 America Accumulated Book Depreciation
 America Assets
 America Liabilities
 Applicable Law
 Borrower Transaction Expenses
 107




---



##### 



PROVIDED THAT
 Cash Losses Cap
 Closing Date
 Code
 Encumbrances
 Equity Securities
 Existing Star Controlling Shareholders
 Governmental Authority
 Indebtedness
 108




---



##### 



Investor Group
 Jade Assets
 Jade Liabilities
 Jade Transfer Date
 Jade Vessel
 Liabilities
 Listing Rules
 Losses
 NCLA Business
 109




---



##### 



NCLA Capital Expenditures
 NCLA Cash Losses
 NCLA EBITDA
 NCLA Valuation Date
 Order
 Permitted Transfer
 (i)
    
    with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor
(including (a) the partners, members and stockholders of the Investor, and, if such Affiliate
is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner
which has directly or indirectly invested, or otherwise has ownership interests, in Apollo
Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first
anniversary of the Closing Date, of up to forty per cent (40%) of the Equity Securities held
by the Investor as at the Closing Date in the aggregate to any funds, financial institutions
or individuals acting as a co-investor in the Borrower with the Investor; and(ii)
    
    with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b)
any Existing Star Controlling Shareholder;
 Permitted Transferees
 Person
 Post-Termination Expenses
 110




---



##### 



Pride of America Vessel
 Security
 Shared Overhead Expenses
 Shut Down Costs
 Shut Down Procedure
 Star Group
 Subscription Price
 Subsidiaries
 Transaction Documents
 111




---



##### 



Transfer
 Voting Agreement
 112




---



##### 



Annex 1
 Accumulated Book Depreciation
  Mar-
    
    
    Jun-
    
    
    Jul-
    
    
    Aug-
    
    
    Sep-
    
    
    Oct-
    
    
    Nov-
    
    
    Dec-
    
    
    Jan-
    
    
    Feb-
    
    
    Mar-
    
    
    Apr-
    
    
    May-
    
    
    Jun-
    
    
    Jul-
    
    
    Aug-
    
    
    Sep-
    
    
    Oct-
    
    
    Nov-
    
    
    Dec-USD in millions
    
    
    
    
    
    
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    07
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08
    
    
    08Pride of Aloha
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )
    
    
    (1.2
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    304.6
    
    
    
    301.1
    
    
    
    299.9
    
    
    
    298.8
    
    
    
    297.6
    
    
    
    296.5
    
    
    
    295.3
    
    
    
    294.2
    
    
    
    293.2
    
    
    
    292.2
    
    
    
    291.2
    
    
    
    290.2
    
    
    
    289.2
    
    
    
    288.2
    
    
    
    287.2
    
    
    
    286.2
    
    
    
    285.2
    
    
    
    284.2
    
    
    
    283.2
    
    
    
    282.2Pride of America
    
    Opening NBV
    
    
    A
    
    
    
    
    
    
    
    
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2Depreciation
    
    
    B
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )
    
    
    (0.9
    )FY07 capex
    
    
    C
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2Depreciation
    
    
    D
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    (0.0
    )Closing NBV
    
    
    
    
    
    
    352.3
    
    
    
    349.6
    
    
    
    348.8
    
    
    
    348.0
    
    
    
    347.1
    
    
    
    346.3
    
    
    
    345.5
    
    
    
    344.7
    
    
    
    343.9
    
    
    
    343.2
    
    
    
    342.4
    
    
    
    341.6
    
    
    
    340.9
    
    
    
    340.1
    
    
    
    339.3
    
    
    
    338.5
    
    
    
    337.7
    
    
    
    337.0
    
    
    
    336.2
    
    
    
    335.4
 
 Notes:A 
    
    Net book value at March 31 and June 30, 2007 as provided by managementB 
    
    Monthly depreciation based on YTD07 P&L; assuming no change in depreciation rates for current net book value going forwardC 
    
    FY07 and FY08 monthly capital expenditure per ship based on total FY07 and FY08 capital expenditure forecast prepared by management; assuming equal monthly spendD 
    
    Depreciation on FY07 and Fy08 capital expenditure spend per ship based on 5-year life, i.e. 20% depreciation per year, phased equally on monthly basis 113




---



##### 



Schedule 3
 Amended and Restated Guarantee  Norwegian Spirit
 114




---



##### 



DATED 16 JULY 2004
 NORWEGIAN SPIRIT, LTD.
(as guarantor)
 to
 DnB NOR BANK ASA
(as agent for the lenders)
 
 GUARANTEE
in respect of the obligations of
NCL CORPORATION LTD.
(AS AMENDED AND RESTATED ON
           21 DECEMBER 2007)
 
 115




---



##### 



INDEX
 Page1.
    
    Definitions
    
    
    1172.
    
    Guarantee and Indemnity
    
    
    1183.
    
    Survival of the Guarantors Liability
    
    
    1194.
    
    Continuing Guarantee
    
    
    1205.
    
    Exclusion of Guarantors Rights
    
    
    1216.
    
    Payments
    
    
    1227.
    
    Enforcement
    
    
    1228.
    
    Representations and Warranties
    
    
    1229.
    
    General Undertakings: Positive Covenants
    
    
    12510.
    
    General Undertakings: Negative Covenants
    
    
    12611.
    
    Discharge
    
    
    12812.
    
    Assignment and Transfer
    
    
    12813.
    
    Miscellaneous Provisions
    
    
    12814.
    
    Waiver of Immunity
    
    
    12915.
    
    Notices
    
    
    12916.
    
    Governing Law
    
    
    13017.
    
    Jurisdiction
    
    
    130
 116




---



##### 



DEED OF GUARANTEE AND INDEMNITY
 DATED 16 July 2004 (as amended and restated on 21 December 2007)
 BY:
 NORWEGIAN SPIRIT, LTD. Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 7 July 2004 as amended and/or restated by a first
supplemental deed thereto dated as of 30 September 2005, a second supplemental deed thereto
dated 13 November 2006 and a third supplemental deed thereto dated 21 December 2007 (as the
same may from time to time be further amended, restated, novated, varied or supplemented the
Facility Agreement) entered into between among others (1) NCL Corporation Ltd. as borrower
(the Borrower), (2) the banks whose names and Lending Branches appear in Schedule 1 to the
Facility Agreement as lenders (the Lenders) and (3) the Agent, the Lenders agreed to make
available to the Borrower a loan facility of up to eight hundred million Dollars
(USD800,000,000) (the Facility).(B)
    
    Pursuant to Clause 22.3 of the Facility Agreement it has been agreed that the benefit of this
Deed shall be held by the Agent as agent for itself and the Lenders and its and their
respective successors, assignees and transferees (together the Beneficiaries).(C)
    
    It is a condition precedent to the Lenders making or continuing to make the Facility
available to the Borrower that the Guarantor enters into this Deed.
 THIS DEED WITNESSES:
 1
    
    Definitions
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings
are defined in the Facility Agreement shall have the meanings set out therein.Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the NCLC Group together
with the relative directors and auditors reports;Event of Default means any of the events specified in clause 13 of the Facility
Agreement;Outstanding Indebtedness means all sums of any kind at any time owing, actually
or contingently, by any Obligor to the Agent and/or the Beneficiaries under or
pursuant to the Facility Agreement and each other Security Document to
 117




---



##### 



which any of
the Obligors is a party (whether by way of repayment of principal, payment of
interest or default interest, payment upon any indemnity or counter-indemnity,
reimbursement for fees, costs or expenses or otherwise howsoever).1.2
    
    In this Deed unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Deed unless otherwise stated and references
to this Deed are to be construed as references to this Deed including its
Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or that
document as from time to time amended, supplemented or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent, the Agent shall
not be deemed to have accepted such matter unless its acceptance is
communicated in writing; the Agent may give or withhold its consent, approval
or acceptance at its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made
hereunder shall be conclusive except for manifest error.
 1.3
    
    The provisions of clause 1.3 of the Facility Agreement shall apply hereto
(mutatis mutandis) as if set out herein.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders making or continuing to make the Facility
available to the Borrower, the payment by the Agent to the Guarantor of ten Dollars
(USD10) and other good and valuable consideration (the receipt and adequacy of which
the Guarantor hereby acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as surety hereby
undertakes to the Agent to be responsible for and hereby irrevocably and
unconditionally guarantees to the Agent (on behalf of the Beneficiaries):
 118




---



##### 



(i)
    
    the due and punctual payment by each of the
Obligors to the Agent (on behalf of the Beneficiaries) (as and when
due by acceleration, demand or otherwise howsoever) of the
Outstanding Indebtedness and every part thereof; and(ii)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Facility Agreement and the other Security Documents; and
 2.1.2
    
    irrevocably and unconditionally undertakes immediately on demand by the
Agent from time to time to pay and/or perform its obligations under
Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) irrevocably and unconditionally undertakes
immediately on demand by the Agent from time to time to indemnify the Agent and/or the
Beneficiaries and hold each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Agent and/or the Beneficiaries as a result of any
Transaction Document to which any of the Obligors is a party or any provision
thereof becoming invalid, void, voidable or unenforceable for any reason
whatsoever after execution hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly from any
failure on the part of any of the Obligors to perform any obligation to be
performed by any of the Obligors under and pursuant to any Transaction
Document to which such Obligor is a party.
 3
    
    Survival of the Guarantors Liability
 3.1
    
    The Guarantors liability to the Agent under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by the Agent
and/or the Beneficiaries to or with any of the Obligors in respect of any of
their obligations under the Facility Agreement and each other Security
Document to which any of the Obligors is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any of the
Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection or avoidance of
or any defect in any security granted by, or the obligations of any of the
Obligors under, the Facility Agreement and each other Security Document to
which any of the Obligors is a party or any amendment to or variation thereof
or of any other document or security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of the Obligors or
the merger of any of the Obligors with any other corporate entity; or
 119




---



##### 



3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings analogous
thereto) of any of the Obligors or the appointment of a receiver or
administrative receiver or administrator or trustee or similar officer of any
of the assets of any of the Obligors or the occurrence of any circumstances
whatsoever affecting any Obligors liability to discharge its obligations
under the Facility Agreement and each other Security Document to which it is a
party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any of the Obligors
in respect of any claim by the Guarantor by right of subrogation in any such
liquidation; or3.1.7
    
    any release of any other Obligor or any renewal, exchange or realisation of
any security or obligation provided under or by virtue of any of the Security
Documents or the provision to the Agent or the Beneficiaries at any time of
any further security for the obligations of the Borrower under any of the
Security Documents; or3.1.8
    
    the release of Norwegian Star and/or Pride of Aloha under the Guarantee to
which it is a party and/or of any other co-guarantor and/or indemnitor who is
now or may hereafter become under a joint and several liability with the
Guarantor under this Deed or the release of any other guarantor, indemnitor or
other third party obligor in respect of the obligations of any Obligor under
any of the Security Documents; or3.1.9
    
    any failure on the part of the Agent or the Beneficiaries (whether
intentional or not) to take or perfect any security agreed to be taken
under or in relation to any of the Security Documents or to enforce any of
the Security Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or
equitable discharge of any of the Guarantors obligations under this Deed; or3.1.11
    
    any variation or amendment of any Transaction Document.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Agent (on behalf of the
Beneficiaries) of each and every part and the ultimate balance of the
Outstanding Indebtedness in accordance with the Facility Agreement and each
other Security Document to which any of the Obligors is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Agent and/or the Beneficiaries from time to time in
respect of the Outstanding Indebtedness or any part thereof; and4.1.3
    
    a guarantee of payment and not of collection.
 120




---



##### 



4.2
    
    Any satisfaction of obligations by the Guarantor to the Agent or any
discharge given by the Agent to the Guarantor or any other agreement reached between
the Agent and the Guarantor in relation to this Deed shall be, and be deemed always to
have been, void ab initio if any act satisfying any of the said obligations or on the
faith of which any such discharge was given or any such agreement was entered into is
subsequently avoided in whole or in part by or pursuant to any provision of any
applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Agent (on behalf of the
Beneficiaries) and, notwithstanding that all moneys and liabilities due or incurred by
any of the Obligors to the Agent and/or the Beneficiaries which are guaranteed
hereunder shall have been paid or discharged, the Agent shall be entitled not to
discharge this Deed or any security held by the Agent and/or the Beneficiaries for the
obligations of the Guarantor hereunder for such period as may in the reasonable
opinion of the Agent be necessary or appropriate under any applicable insolvency law
after the last of such moneys and liabilities have been paid or discharged and in the
event of bankruptcy, winding-up or any similar proceedings being commenced in respect
of any of the Obligors, the Agent shall be at liberty not to discharge this Deed or
any security held by the Agent and/or the Beneficiaries for the obligations of the
Guarantor hereunder for and during such further period as the Agent may determine
in its sole discretion.
 5
    
    Exclusion of Guarantors Rights
 5.1
    
    Until the obligations of any Obligor under the Facility Agreement and each
other Security Document to which any Obligor is a party have been fully performed, the
Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Agent may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Agent:
 (i)
    
    exercise in respect of any amount paid by
it hereunder any right of indemnity, subrogation, contribution or any
other right or remedy which it may have in respect thereof; or(ii)
    
    claim payment of any other moneys for the
time being due to it or to which it may become entitled or exercise
or enforce or benefit from any other right, remedy or security in
respect thereof; or(iii)
    
    prove in a liquidation of any Obligor in
competition with the Agent and/or the Beneficiaries for any moneys
owing to the Guarantor by any other Obligor on any account
whatsoever,
 PROVIDED ALWAYS
 121




---



##### 



6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in
immediately available funds in the currency in which such payment is due without
set-off, counterclaim, deduction or retention of any kind by payment to the account
referred to in clause 8.1 of the Facility Agreement or such account of the Agent with
such other bank or financial institution as the Agent may from time to time notify to
the Guarantor in writing.6.2
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
 7
    
    Enforcement
 7.1
    
    The Agent shall not be obliged before taking steps to enforce this Deed to
take any action whatsoever against any of the Obligors under the Facility Agreement or
any other Security Documents to which they are a party and the Guarantor hereby waives
all such formalities or rights to which it would otherwise be entitled or which the
Agent would otherwise first be required to satisfy or fulfil before proceeding or
making demand against the Guarantor hereunder PROVIDED THATthe Agent shall not be
entitled to enforce its rights under this Deed otherwise than in circumstances which
would constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Agent that:
 8.1.1
    
    it is a limited liability company, duly incorporated and validly existing
under the laws of Bermuda, possessing perpetual corporate existence, the
capacity to sue and be sued in its own name and the power to own its assets
and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and the other Security
Documents to which it is a party, that all necessary corporate or other action
has been taken to authorise the entry into and performance of this Deed and
such other Security Documents and that entering into this Deed and the other
Security Documents to which it is a party is for its corporate benefit;8.1.3
    
    this Deed constitutes and the other Security Documents to which it is a
party will when executed constitute its legal, valid and binding obligations
enforceable in accordance with their respective terms;8.1.4
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby do
not and will not be a breach of or conflict with:
 (i)
    
    any law or regulation or any official or
judicial order; or
 122




---



##### 



(ii)
    
    its constitutional documents; or(iii)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
  8.1.5
    
    the entry into and performance of this Deed and the Security Documents to
which it is a party and the transactions contemplated
hereby and thereby will not result in the Guarantor becoming insolvent;8.1.6
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or
by which it may be bound (including, inter alia, this Deed and the other
Security Documents to which it is a party);8.1.7
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and the other Security Documents to which it is a
party and the transactions contemplated hereby and thereby have been obtained
or effected and are in full force and effect;8.1.8
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed and the other Security Documents to which it is a party was and remains
true and correct in all material respects and there are no other material
facts or considerations the omission of which would render any such
information misleading;8.1.9
    
    the Guarantor has fully disclosed in writing to the Lenders through the
Agent all facts relating to the NCLC Group which it knows or should reasonably
know and which might reasonably be expected to influence the Lenders in
deciding whether or not to enter into the Facility Agreement;8.1.10
    
    the Accounts for the financial year ended 31 December 2004 (which accounts
will be prepared in accordance with US GAAP) will fairly represent the
consolidated financial condition of the NCLC Group as at 31 December 2004 and
from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save
as disclosed in writing to the Agent;8.1.11
    
    the claims of the Agent and the Beneficiaries against the Guarantor under
this Deed and the other Security Documents to which it is a party will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.12
    
    subject to clause 11.11 of the Facility Agreement, no member of the NCLC
Group has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the
 123




---



##### 



Guarantors knowledge
and belief) threatened against any member of the NCLC Group for its winding-up
or dissolution or for the appointment of a liquidator, administrator,
receiver, administrativereceiver, trustee or similar officer of it or any or all of its assets or
revenues nor has any member of the NCLC Group sought any other relief
under any applicable insolvency or bankruptcy law;8.1.13
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member
of the NCLC Group;8.1.14
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due
and payable by it; no material claims are being asserted against any member of
the NCLC Group with respect to Taxes which might, if such claims were
successful, have a material adverse effect on its business, assets or
financial condition;8.1.15
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed
or any of the other Security Documents to which it is a party;8.1.16
    
    all amounts payable by the Guarantor hereunder may be made free and clear
of and without deduction for or on account of any Taxes;8.1.17
    
    all of the twelve thousand (12,000) authorised and issued shares in the
Guarantor are beneficially owned by NCL International, all of the authorised
and issued shares in NCL International are wholly owned by Arrasas and all of
the authorised and issued shares in Arrasas are wholly owned by the Borrower
and such structure shall remain so throughout the Security Period;8.1.18
    
    except for the filing of those Security Documents to which it is a party
which require registration in the Companies Registries in Bermuda and/or
England and Wales, which filings must be completed within twenty one (21) days
of the execution of the relevant Security Documents in the case of England and
Wales, and for the registration of the Mortgage over the Guarantors Vessel
through the Bahamas Maritime Authority, the Guarantor does not have a place of
business in any jurisdiction which would require this Deed or any of the other
Security Documents to which it is a party to be filed or registered (if it had
a place of business in that jurisdiction) to ensure the validity of this Deed
or any of the other Security Documents to which it is a party; and8.1.19
    
    it has reviewed and agrees to all the terms and conditions of the Facility
Agreement and each other Security Document to which any Obligor is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.9, 8.1.16 and 8.1.19 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
 124




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and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from
the date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of the NCLC Groups financial years) a Certified
Copy of the Accounts (commencing with audited accounts made up to 31 December
2004);9.2.2
    
    promptly, such further information in its possession or control regarding
its financial condition and operations and those of any company in the NCLC
Group as the Agent may request; and9.2.3
    
    details of any material litigation, arbitration or administrative
proceedings which affect any Obligor as soon as the same are instituted and
served, or, to the knowledge of the Guarantor, threatened (and for this
purpose proceedings shall be deemed to be material if they involve a claim in
an amount exceeding twenty five million Dollars (USD25,000,000) or the
equivalent in another currency).
 NCLC Group
 9.3
    
    The Guarantor will keep proper books of record and account in which proper
and correct entries shall be made of all financial transactions and the assets,
liabilities and business of the Guarantor in accordance with US GAAP.9.4
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon
the Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed and the other Security Documents to which it is a party are obtained and
promptly renewed from time to time and will
promptly furnish certified copies thereof to the Agent and will procure that the
terms of the same are complied with at all times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of
its business.
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10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    The Guarantor will not, and will procure that none of its Subsidiaries will,
create or permit to subsist any Encumbrance on the whole or any part of its present or
future assets except for Permitted Liens and Encumbrances created prior to the date
hereof.10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not,
and will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein
except that:
 10.3.1
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.3.2
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.3.3
    
    disposals of assets in exchange for other assets comparable or superior as
to type and value may be made;10.3.4
    
    the Guarantor may agree to sell its Vessel on the condition that
contemporaneously with the completion of such sale the Facility is prepaid in
accordance with the provisions of Clause 4.6 and Clause 5.3 of the Facility
Agreement;10.3.5
    
    the Guarantor may let its Vessel on charter in accordance with the
provisions of clause 6.1.14 of the relevant Mortgage;10.3.6
    
    a vessel owned by any member of the NCLC Group (other than the Guarantor)
may be sold provided such sale is on a willing seller willing buyer basis at
or about market rate and at arms length subject
always to the provisions of any loan documentation for the financing of
such vessel; and10.3.7
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not,
and will procure that no other member of the NCLC Group will, make any loan or advance
or extend credit to any person, firm or corporation (except any loan, advance or
credit made available to passengers on board a vessel for gambling purposes or to
ships agents and except any loan, advance or credit to the Borrower or a wholly-owned
Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the
rights of the Beneficiaries under the Security
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Documents). In this Clause fully
subordinated shall mean that any claim of the lender against the Borrower or a wholly
owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness
shall rank after and be in all respects subordinate to all of the rights and claims of
the Agent and the Lenders under this Agreement and the other Security Documents and
that the lender shall not take any steps to enforce its rights to recover any monies
owing to it by the Borrower or a wholly owned Subsidiary of the Borrower (as the case
may be) and in particular but without limitation the lender will not institute any
legal or quasi-legal proceedings under any jurisdiction at any time against the
Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of
the Borrower (as the case may be) and it will not compete with the Agent or the
Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly
owned Subsidiary of the Borrower (as the case may be) or in any proceedings in
connection with the Vessels, their Earnings or Insurances.10.5
    
    Save as contemplated by this Deed and otherwise in the ordinary course of its
business as owner of the Vessel, issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation.10.6
    
    Except with the prior written consent of the Agent and subject to clause
11.10 of the Facility Agreement the Guarantor will not, and will procure that no other
member of the NCLC Group will, make or threaten to make any substantial change in its
business as presently conducted, or carry on any other business which is substantial
in relation to its business as presently conducted.10.7
    
    Except with the prior written consent of the Agent and subject to clause
11.11 of the Facility Agreement, the Guarantor will not, and will procure that no
other member of the NCLC Group will, enter into any amalgamation, merger or
consolidation or anything analogous to the foregoing. However, the prior consent of
the Agent shall not be required in respect of any consolidation, reorganisation or
restructure (including the winding-up, dissolution or cessation of business of any
existing Subsidiary of the Borrower, other than
the Obligors, or the creation of new Subsidiaries) (a) pursuant to the
Apollo-Related Transactions or (b) involving wholly owned (whether directly or
indirectly) Subsidiaries of the Guarantor only which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor duly
to perform any of its obligations under any Security Document to which it may be a
party at any time, PROVIDED THAT, except in relation to the Apollo-Related
Transactions, the Guarantor has first consulted with the Agent with regard to the
proposed consolidation, reorganisation or restructure. Further, no member of the
NCLC Group will acquire any equity, share capital or obligations of any corporation
or other entity PROVIDED THATNCL International or NCL America Holdings may so
acquire equity, share capital or obligations of a corporation or entity whose
business is the ownership, operation or management of cruise vessels.10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.9
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS THATif the Guarantor, in breach of this Clause, takes
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any security or
counter-security as aforesaid, such security shall be held by the Guarantor as trustee
upon trust for the Agent and the Beneficiaries.
 11
    
    Discharge
 11.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Agent (on behalf of the Beneficiaries) of all the Outstanding Indebtedness the Agent
will at the Guarantors request return this Deed to the Guarantor and the Agent shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Agent may at such time have in the security for the Outstanding Indebtedness and to
the proceeds of any such rights or security.
 12
    
    Assignment and Transfer
 12.1
    
    This Deed shall be binding upon and enure to the benefit of the Guarantor,
the Agent and the Beneficiaries and each of their respective successors and assigns.12.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.12.3
    
    The Agent and each Lender may assign or transfer its respective rights
hereunder to any person (including any other Lending Branch) to whom the rights, or
the rights and obligations, of the Agent or that Lender under the Facility Agreement
are wholly or partially assigned or transferred in accordance with the Facility
Agreement.12.4
    
    Any Lender may disclose to any actual or potential assignee or Transferee or
to any person who may otherwise enter or propose to enter into contractual relations
with such Lender in relation to the Facility Agreement and this Deed any information
about the Obligors and the NCLC Group as such Lender shall reasonably consider
necessary for the purposes of inviting expressions of interest from other banks or
financial institutions SUBJECT ALWAYSto the relevant Lender procuring the execution
by the potential assignee or Transferee or any other person as aforesaid of a
Confidentiality Undertaking.12.5
    
    A person (including any body of persons) who is not a party to this Deed has
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists
or is available apart from that Act.
 13
    
    Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent or
any of the Lenders any right or remedy under this Deed or any other of the Security
Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy. No waiver by the Agent or any of the Beneficiaries
shall be effective unless it is in writing.13.2
    
    The rights and remedies of the Agent and each of the Beneficiaries provided
herein and in the other Security Documents are cumulative and not exclusive of any
rights or remedies provided by law.
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13.3
    
    If any provision of this Deed, the Facility Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such
provision in any other jurisdiction.13.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 14
    
    Waiver of Immunity
 14.1
    
    The Guarantor irrevocably and unconditionally:
 14.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its
assets by the Agent or the Beneficiaries in relation to this Deed; and14.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or
execution against any property whatsoever (irrespective of its use or
intended use) of any order or judgment which may be made or given in such
proceedings.
 15
    
    Notices
 15.1
    
    Each notice, demand or other communication to be made under this Deed shall
be made in writing which, unless otherwise stated, includes telex or telefax.15.2
    
    Any notice, demand or other communication to be made or delivered by the
Agent to the Guarantor pursuant to this Deed shall (unless the Guarantor has by
fifteen (15) days written notice to the Agent specified another address) be made or
delivered to the Guarantor at 7665 Corporate Center Drive, Miami, Florida 33126,
United States of America (marked for the attention of the Chief Financial Officer,
telefax no +1 305 436 4140 and the Legal Department, telefax no +1 305 436 4117) (but
one copy shall suffice) and shall be deemed to have been made or delivered (in the
case of telefax) when transmission of such telefax communication has been completed or
(in the case of any letter) when delivered to the aforesaid address or (as the case
may be) five (5) days after being deposited in the post first class postage prepaid in
an envelope addressed to it at that address. Any notice, demand or other
communication to be made or delivered by the Guarantor to the Agent or the
Beneficiaries pursuant to this Deed shall (unless the Agent has by fifteen (15) days
written notice to the Guarantor specified another address) be made or delivered to the
Agent at its office for the time being which is at present at Stranden 21, NO-0021
Oslo, Norway (marked for the attention of Mrs Solveig Nuland Knoff, telefax no +47 22
48 2894) and shall be deemed to have made or delivered when transmission of such
telefax communication has been completed or (in the case of any letter) when delivered
to the aforesaid address or (as the case may be) five (5) days after being deposited
in the post first class postage prepaid in an envelope addressed to it at that
address.
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15.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by
a certified English translation.
 16
    
    Governing Law
 16.1
    
    This Deed shall be governed by and construed in accordance with English law.
 17
    
    Jurisdiction
 17.1
    
    For the exclusive benefit of the Agent and the Beneficiaries, the Guarantor
agrees that any legal action or proceeding arising out of this Deed may be brought in
the High Court of Justice in England and irrevocably submits to the jurisdiction of
that court. The submission by the Guarantor to such jurisdiction shall not limit the
right of the Agent and/or the Beneficiaries to
commence any proceedings arising out of this Deed in whatsoever jurisdiction they
may choose, nor shall the commencement of any such legal action or proceeding in
one (1) jurisdiction preclude the Agent and/or the Beneficiaries from beginning any
further or other such legal action or proceeding in the same or any other
jurisdiction.17.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN SPIRIT, LTD.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )
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Schedule 4
 Amended and Restated Guarantee  Norwegian Star
 131




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DATED 16 JULY 2004
 NORWEGIAN STAR LIMITED
(as guarantor)
 to
 DnB NOR BANK ASA
(as agent for the lenders)
 
 GUARANTEE
in respect of the obligations of
NCL CORPORATION LTD.
(AS AMENDED AND RESTATED ON
           21 DECEMBER 2007)
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INDEX
 Page1.
    
    
    Definitions
    
    
    1342.
    
    
    Guarantee and Indemnity
    
    
    1353.
    
    
    Survival of the Guarantors Liability
    
    
    1364.
    
    
    Continuing Guarantee
    
    
    1375.
    
    
    Exclusion of Guarantors Rights
    
    
    1386.
    
    
    Payments
    
    
    1397.
    
    
    Enforcement
    
    
    1398.
    
    
    Representations and Warranties
    
    
    1399.
    
    
    General Undertakings: Positive Covenants
    
    
    14210.
    
    
    General Undertakings: Negative Covenants
    
    
    14311.
    
    
    Discharge
    
    
    14512.
    
    
    Assignment and Transfer
    
    
    14513.
    
    
    Miscellaneous Provisions
    
    
    14514.
    
    
    Waiver of Immunity
    
    
    14615.
    
    
    Notices
    
    
    14616.
    
    
    Governing Law
    
    
    14717.
    
    
    Jurisdiction
    
    
    147
 133




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DEED OF GUARANTEE AND INDEMNITY
 DATED 16 July 2004 (as amended and restated on 21 December 2007)
 BY:
 NORWEGIAN STAR LIMITED Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 7 July 2004 as amended and/or restated by a first
supplemental deed thereto dated as of 30 September 2005, a second supplemental deed thereto
dated 13 November 2006 and a third supplemental deed thereto dated  21 December 2007 (as the
same may from time to time be further amended, restated, novated, varied or supplemented the
Facility Agreement) entered into between among others (1) NCL Corporation Ltd. as borrower
(the Borrower), (2) the banks whose names and Lending Branches appear in Schedule 1 to the
Facility Agreement as lenders (the Lenders) and (3) the Agent, the Lenders agreed to make
available to the Borrower a loan facility of up to eight hundred million Dollars
(USD800,000,000) (the Facility).
 (B)
    
    Pursuant to Clause 22.3 of the Facility Agreement it has been agreed that the benefit of this
Deed shall be held by the Agent as agent for itself and the Lenders and its and their
respective successors, assignees and transferees (together the Beneficiaries).
 (C)
    
    It is a condition precedent to the Lenders making or continuing to make the Facility
available to the Borrower that the Guarantor enters into this Deed.
 THIS DEED WITNESSES:
 1 Definitions
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Facility Agreement shall have the meanings set out therein.Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the NCLC Group together
with the relative directors and auditors reports;Event of Default means any of the events specified in clause 13 of the Facility
Agreement;Outstanding Indebtedness means all sums of any kind at any time owing, actually or
contingently, by any Obligor to the Agent and/or the Beneficiaries under or pursuant
to the Facility Agreement and each other Security Document to
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which any of the Obligors is a party (whether by way of repayment of principal,
payment of interest or default interest, payment upon any indemnity or
counter-indemnity, reimbursement for fees, costs or expenses or otherwise
howsoever).
 1.2
    
    In this Deed unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Deed unless otherwise stated and references to
this Deed are to be construed as references to this Deed including its
Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or that
document as from time to time amended, supplemented or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent, the Agent shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent may give or withhold its consent, approval or acceptance at
its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    The provisions of clause 1.3 of the Facility Agreement shall apply hereto
(mutatis mutandis) as if set out herein.
 2 Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders making or continuing to make the Facility
available to the Borrower, the payment by the Agent to the Guarantor of ten Dollars
(USD10) and other good and valuable consideration (the receipt and adequacy of which
the Guarantor hereby acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as surety hereby
undertakes to the Agent to be responsible for and hereby irrevocably and
unconditionally guarantees to the Agent (on behalf of the Beneficiaries):
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(i)
    
    the due and punctual payment by each of the
Obligors to the Agent (on behalf of the Beneficiaries) (as and when due
by acceleration, demand or otherwise howsoever) of the Outstanding
Indebtedness and every part thereof; and(ii)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Facility Agreement and the other Security Documents; and
 2.1.2
    
    irrevocably and unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) irrevocably and unconditionally undertakes
immediately on demand by the Agent from time to time to indemnify the Agent and/or the
Beneficiaries and hold each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Agent and/or the Beneficiaries as a result of any
Transaction Document to which any of the Obligors is a party or any provision
thereof becoming invalid, void, voidable or unenforceable for any reason
whatsoever after execution hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly from any
failure on the part of any of the Obligors to perform any obligation to be
performed by any of the Obligors under and pursuant to any Transaction Document
to which such Obligor is a party.
 3 Survival of the Guarantors Liability
 3.1
    
    The Guarantors liability to the Agent under this Deed shall not be discharged,
impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by the Agent and/or
the Beneficiaries to or with any of the Obligors in respect of any of their
obligations under the Facility Agreement and each other Security Document to
which any of the Obligors is a party; or
 3.1.2
    
    any legal limitation, disability or incapacity relating to any of the
Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection or avoidance of
or any defect in any security granted by, or the obligations of any of the
Obligors under, the Facility Agreement and each other Security Document to
which any of the Obligors is a party or any amendment to or variation thereof
or of any other document or security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of the Obligors or
the merger of any of the Obligors with any other corporate entity; or
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3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings analogous thereto)
of any of the Obligors or the appointment of a receiver or administrative
receiver or administrator or trustee or similar officer of any of the assets of
any of the Obligors or the occurrence of any circumstances whatsoever affecting
any Obligors liability to discharge its obligations under the Facility
Agreement and each other Security Document to which it is a party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any of the Obligors
in respect of any claim by the Guarantor by right of subrogation in any such
liquidation; or3.1.7
    
    any release of any other Obligor or any renewal, exchange or realisation of
any security or obligation provided under or by virtue of any of the Security
Documents or the provision to the Agent or the Beneficiaries at any time of any
further security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of Norwegian Spirit and/or Pride of Aloha under the Guarantee to
which it is a party and/or of any other co-guarantor and/or indemnitor who is
now or may hereafter become under a joint and several liability with the
Guarantor under this Deed or the release of any other guarantor, indemnitor or
other third party obligor in respect of the obligations of any Obligor under
any of the Security Documents; or3.1.9
    
    any failure on the part of the Agent or the Beneficiaries (whether
intentional or not) to take or perfect any security agreed to be taken under or
in relation to any of the Security Documents or to enforce any of the Security
Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or equitable
discharge of any of the Guarantors obligations under this Deed; or3.1.11
    
    any variation or amendment of any Transaction Document.
 4 Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Agent (on behalf of the Beneficiaries)
of each and every part and the ultimate balance of the Outstanding Indebtedness
in accordance with the Facility Agreement and each other Security Document to
which any of the Obligors is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Agent and/or the Beneficiaries from time to time in
respect of the Outstanding Indebtedness or any part thereof; and4.1.3
    
    a guarantee of payment and not of collection.
 137




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4.2
    
    Any satisfaction of obligations by the Guarantor to the Agent or any discharge
given by the Agent to the Guarantor or any other agreement reached between the Agent
and the Guarantor in relation to this Deed shall be, and be deemed always to have been,
void ab initio if any act satisfying any of the said obligations or on the faith of
which any such discharge was given or any such agreement was entered into is
subsequently avoided in whole or in part by or pursuant to any provision of any
applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Agent (on behalf of the
Beneficiaries) and, notwithstanding that all moneys and liabilities due or incurred by
any of the Obligors to the Agent and/or the Beneficiaries which are guaranteed
hereunder shall have been paid or discharged, the Agent shall be entitled not to
discharge this Deed or any security held by the Agent and/or the Beneficiaries for the
obligations of the Guarantor hereunder for such period as may in the reasonable opinion
of the Agent be necessary or appropriate under any applicable insolvency law after the
last of such moneys and liabilities have been paid or discharged and in the event of
bankruptcy, winding-up or any similar proceedings being commenced in respect of any of
the Obligors, the Agent shall be at liberty not to discharge this Deed or any security
held by the Agent and/or the Beneficiaries for the obligations of the Guarantor
hereunder for and during such further period as the Agent may determine in its sole
discretion.
 5 Exclusion of Guarantors Rights
 5.1
    
    Until the obligations of any Obligor under the Facility Agreement and each
other Security Document to which any Obligor is a party have been fully performed, the
Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Agent may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Agent:
 (i)
    
    exercise in respect of any amount paid by it
hereunder any right of indemnity, subrogation, contribution or any
other right or remedy which it may have in respect thereof; or(ii)
    
    claim payment of any other moneys for the time
being due to it or to which it may become entitled or exercise or
enforce or benefit from any other right, remedy or security in respect
thereof; or(iii)
    
    prove in a liquidation of any Obligor in
competition with the Agent and/or the Beneficiaries for any moneys
owing to the Guarantor by any other Obligor on any account whatsoever,
 PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any moneys pursuant to any such exercise, claim or proof, such
moneys shall be held by the Guarantor as trustee upon trust for the Agent
and the Beneficiaries to apply the same as if they were moneys received or
recovered by the Agent under this Deed.
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6 Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to the account referred to
in clause 8.1 of the Facility Agreement or such account of the Agent with such other
bank or financial institution as the Agent may from time to time notify to the
Guarantor in writing.6.2
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
 7 Enforcement
 7.1
    
    The Agent shall not be obliged before taking steps to enforce this Deed to take
any action whatsoever against any of the Obligors under the Facility Agreement or any
other Security Documents to which they are a party and the Guarantor hereby waives all
such formalities or rights to which it would otherwise be entitled or which the Agent
would otherwise first be required to satisfy or fulfil before proceeding or making
demand against the Guarantor hereunder PROVIDED THATthe Agent shall not be entitled to
enforce its rights under this Deed otherwise than in circumstances which would
constitute an Event of Default.
 8 Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Agent that:
 8.1.1
    
    it is a limited liability company, duly incorporated and validly existing
under the laws of the Isle of Man, possessing perpetual corporate existence,
the capacity to sue and be sued in its own name and the power to own its assets
and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and the other Security
Documents to which it is a party, that all necessary corporate or other action
has been taken to authorise the entry into and performance of this Deed and
such other Security Documents and that entering into this Deed and the other
Security Documents to which it is a party is for its corporate benefit;8.1.3
    
    this Deed constitutes and the other Security Documents to which it is a party
will when executed constitute its legal, valid and binding obligations
enforceable in accordance with their respective terms;8.1.4
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby do
not and will not be a breach of or conflict with:
 (i)
    
    any law or regulation or any official or
judicial order; or
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(ii)
    
    its constitutional documents; or(iii)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance other than a
Permitted Lien on any of its assets pursuant to the provisions of any such
agreement or document;8.1.5
    
    the entry into and performance of this Deed and the Security Documents to
which it is a party and the transactions contemplated hereby and thereby will
not result in the Guarantor becoming insolvent;8.1.6
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or by
which it may be bound (including, inter alia, this Deed and the other Security
Documents to which it is a party);8.1.7
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby have been obtained or effected and
are in full force and effect;8.1.8
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed and the other Security Documents to which it is a party was and remains
true and correct in all material respects and there are no other material facts
or considerations the omission of which would render any such information
misleading;8.1.9
    
    the Guarantor has fully disclosed in writing to the Lenders through the Agent
all facts relating to the NCLC Group which it knows or should reasonably know
and which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into the Facility Agreement;8.1.10
    
    the Accounts for the financial year ended 31 December 2004 (which accounts
will be prepared in accordance with US GAAP) will fairly represent the
consolidated financial condition of the NCLC Group as at 31 December 2004 and
from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to the Agent;8.1.11
    
    the claims of the Agent and the Beneficiaries against the Guarantor under
this Deed and the other Security Documents to which it is a party will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same are
statutorily preferred;8.1.12
    
    subject to clause 11.11 of the Facility Agreement, no member of the NCLC
Group has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the
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Guarantors knowledge and belief) threatened against any member of the NCLC
Group for its winding-up or dissolution or for the appointment of a
liquidator, administrator, receiver, administrative receiver, trustee or
similar officer of it or any or all of its assets or revenues nor has any
member of the NCLC Group sought any other relief under any applicable
insolvency or bankruptcy law;8.1.13
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;8.1.14
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against any member of the
NCLC Group with respect to Taxes which might, if such claims were successful,
have a material adverse effect on its business, assets or financial condition;8.1.15
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed
or any of the other Security Documents to which it is a party;8.1.16
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.17
    
    all of the two thousand (2,000) authorised and issued ordinary shares in the
Guarantor are beneficially owned by NCL International, all of the authorised
and issued shares in NCL International are wholly owned by Arrasas and all of
the authorised and issued shares in Arrasas are wholly owned by the Borrower
and such structure shall remain so throughout the Security Period;8.1.18
    
    except for the filing of those Security Documents to which it is a party
which require registration in the Companies Registries in the Isle of Man
and/or England and Wales, which filings must be completed within twenty one
(21) days of the execution of the relevant Security Documents in the case of
England and Wales, and for the registration of the Mortgage over the
Guarantors Vessel through the Bahamas Maritime Authority, the Guarantor does
not have a place of business in any jurisdiction which would require this Deed
or any of the other Security Documents to which it is a party to be filed or
registered (if it had a place of business in that jurisdiction) to ensure the
validity of this Deed or any of the other Security Documents to which it is a
party; and8.1.19
    
    it has reviewed and agrees to all the terms and conditions of the Facility
Agreement and each other Security Document to which any Obligor is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.9, 8.1.16 and 8.1.19 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
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and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor have been performed in full.
 9 General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of the NCLC Groups financial years) a Certified
Copy of the Accounts (commencing with audited accounts made up to 31 December
2004);9.2.2
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request; and9.2.3
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Guarantor, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 9.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Group means the Borrower, its Subsidiaries and any other
entity which is required to be consolidated in the Borrowers accounts in accordance
with US GAAP.9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with US GAAP.9.4
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed and the other Security Documents to which it is a party are obtained and
promptly renewed from time to time and will promptly furnish certified copies thereof
to the Agent and will procure that the terms of the same are complied with at all
times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.
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10 General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    The Guarantor will not, and will procure that none of its Subsidiaries will,
create or permit to subsist any Encumbrance on the whole or any part of its present or
future assets except for Permitted Liens and Encumbrances created prior to the date
hereof.10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 10.3.1
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.3.2
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.3.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.3.4
    
    the Guarantor may agree to sell its Vessel on the condition that
contemporaneously with the completion of such sale the Facility is prepaid in
accordance with the provisions of Clause 4.6 and Clause 5.3 of the Facility
Agreement;10.3.5
    
    the Guarantor may let its Vessel on charter in accordance with the provisions
of clause 6.1.14 of the relevant Mortgage;10.3.6
    
    a vessel owned by any member of the NCLC Group (other than the Guarantor) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel; and10.3.7
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, make any loan or advance or
extend credit to any person, firm or corporation (except any loan, advance or credit
made available to passengers on board a vessel for gambling purposes or to ships
agents and except any loan, advance or credit to the Borrower or a wholly-owned
Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the
rights of the Beneficiaries under the Security
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Documents). In this Clause fully subordinated shall mean that any claim of the
lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the
case may be) in relation to such indebtedness shall rank after and be in all
respects subordinate to all of the rights and claims of the Agent and the Lenders
under this Agreement and the other Security Documents and that the lender shall not
take any steps to enforce its rights to recover any monies owing to it by the
Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and in
particular but without limitation the lender will not institute any legal or
quasi-legal proceedings under any jurisdiction at any time against the Vessels,
their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the
Borrower (as the case may be) and it will not compete with the Agent or the Lenders
in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned
Subsidiary of the Borrower (as the case may be) or in any proceedings in connection
with the Vessels, their Earnings or Insurances.
 10.5
    
    Save as contemplated by this Deed and otherwise in the ordinary course of its
business as owner of the Vessel, issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation.
 10.6
    
    Except with the prior written consent of the Agent and subject to clause 11.10
of the Facility Agreement the Guarantor will not, and will procure that no other member
of the NCLC Group will, make or threaten to make any substantial change in its business
as presently conducted, or carry on any other business which is substantial in relation
to its business as presently conducted.10.7
    
    Except with the prior written consent of the Agent and subject to clause 11.11
of the Facility Agreement, the Guarantor will not, and will procure that no other
member of the NCLC Group will, enter into any amalgamation, merger or consolidation or
anything analogous to the foregoing. However, the prior consent of the Agent shall not
be required in respect of any consolidation, reorganisation or restructure (including
the winding-up, dissolution or cessation of business of any existing Subsidiary of the
Borrower, other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to
the Apollo-Related Transactions or (b) involving wholly owned (whether directly or
indirectly) Subsidiaries of the Guarantor only which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor duly to
perform any of its obligations under any Security Document to which it may be a party
at any time, PROVIDED THAT, except in relation to the Apollo-Related Transactions, the
Guarantor has first consulted with the Agent with regard to the proposed consolidation,
reorganisation or restructure. Further, no member of the NCLC Group will acquire any
equity, share capital or obligations of any corporation or other entity PROVIDED THAT
NCL International or NCL America Holdings may so acquire equity, share capital or
obligations of a corporation or entity whose business is the ownership, operation or
management of cruise vessels.10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.9
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS THATif the Guarantor, in breach of this Clause, takes
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any security or counter-security as aforesaid, such security shall be held by the
Guarantor as trustee upon trust for the Agent and the Beneficiaries.
 11 Discharge
 11.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Agent (on behalf of the Beneficiaries) of all the Outstanding Indebtedness the Agent
will at the Guarantors request return this Deed to the Guarantor and the Agent shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Agent may at such time have in the security for the Outstanding Indebtedness and to the
proceeds of any such rights or security.
 12 Assignment and Transfer
 12.1
    
    This Deed shall be binding upon and enure to the benefit of the Guarantor, the
Agent and the Beneficiaries and each of their respective successors and assigns.12.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.12.3
    
    The Agent and each Lender may assign or transfer its respective rights
hereunder to any person (including any other Lending Branch) to whom the rights, or the
rights and obligations, of the Agent or that Lender under the Facility Agreement are
wholly or partially assigned or transferred in accordance with the Facility Agreement.12.4
    
    Any Lender may disclose to any actual or potential assignee or Transferee or to
any person who may otherwise enter or propose to enter into contractual relations with
such Lender in relation to the Facility Agreement and this Deed any information about
the Obligors and the NCLC Group as such Lender shall reasonably consider necessary for
the purposes of inviting expressions of interest from other banks or financial
institutions SUBJECT ALWAYSto the relevant Lender procuring the execution by the
potential assignee or Transferee or any other person as aforesaid of a Confidentiality
Undertaking.12.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 13 Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent or
any of the Lenders any right or remedy under this Deed or any other of the Security
Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy. No waiver by the Agent or any of the Beneficiaries shall
be effective unless it is in writing.13.2
    
    The rights and remedies of the Agent and each of the Beneficiaries provided
herein and in the other Security Documents are cumulative and not exclusive of any
rights or remedies provided by law.
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13.3
    
    If any provision of this Deed, the Facility Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such provision
in any other jurisdiction.13.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 14 Waiver of Immunity
 14.1
    
    The Guarantor irrevocably and unconditionally:
 14.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Agent or the Beneficiaries in relation to this Deed; and
 14.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 15 Notices
 15.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telex or telefax.
 15.2
    
    Any notice, demand or other communication to be made or delivered by the Agent
to the Guarantor pursuant to this Deed shall (unless the Guarantor has by fifteen (15)
days written notice to the Agent specified another address) be made or delivered to
the Guarantor at 7665 Corporate Center Drive, Miami, Florida 33126, United States of
America (marked for the attention of the Chief Financial Officer, telefax no +1 305 436
4140 and the Legal Department, telefax no +1 305 436 4117) (but one copy shall suffice)
and shall be deemed to have been made or delivered (in the case of telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address. Any notice, demand or other communication to be made or
delivered by the Guarantor to the Agent or the Beneficiaries pursuant to this Deed
shall (unless the Agent has by fifteen (15) days written notice to the Guarantor
specified another address) be made or delivered to the Agent at its office for the time
being which is at present at Stranden 21, NO-0021 Oslo, Norway (marked for the
attention of Mrs Solveig Nuland Knoff, telefax no +47 22 48 2894) and shall be deemed
to have made or delivered when transmission of such telefax communication has been
completed or (in the case of any letter) when delivered to the aforesaid address or (as
the case may be) five (5) days after being deposited in the post first class postage
prepaid in an envelope addressed to it at that address.
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15.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 16 Governing Law
 16.1
    
    This Deed shall be governed by and construed in accordance with English law.
 17 Jurisdiction
 17.1
    
    For the exclusive benefit of the Agent and the Beneficiaries, the Guarantor
agrees that any legal action or proceeding arising out of this Deed may be brought in
the High Court of Justice in England and irrevocably submits to the jurisdiction of
that court. The submission by the Guarantor to such jurisdiction shall not limit the
right of the Agent and/or the Beneficiaries to commence any proceedings arising out of
this Deed in whatsoever jurisdiction they may choose, nor shall the commencement of any
such legal action or proceeding in one (1) jurisdiction preclude the Agent and/or the
Beneficiaries from beginning any further or other such legal action or proceeding in
the same or any other jurisdiction.17.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )NORWEGIAN STAR LIMITED
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )
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Schedule 5
 Amended and Restated Guarantee  Pride of Aloha
 148




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DATED 16 JULY 2004
 PRIDE OF ALOHA, INC.
(as guarantor)
 to
 DnB NOR BANK ASA
(as agent for the lenders)
 GUARANTEE
in respect of the obligations of
NCL CORPORATION LTD.
(AS AMENDED AND RESTATED ON
           21 DECEMBER 2007)
 
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INDEX
 Page1. Definitions
    
    
    1512. Guarantee and Indemnity
    
    
    1523. Survival of the Guarantors Liability
    
    
    1534. Continuing Guarantee
    
    
    1545. Exclusion of Guarantors Rights
    
    
    1556. Payments
    
    
    1567. Enforcement
    
    
    1568. Representations and Warranties
    
    
    1569. General Undertakings: Positive Covenants
    
    
    15910. General Undertakings: Negative Covenants
    
    
    16011. Discharge
    
    
    16212. Assignment and Transfer
    
    
    16213. Miscellaneous Provisions
    
    
    16214. Waiver of Immunity
    
    
    16315. Notices
    
    
    16316. Governing Law
    
    
    16417. Jurisdiction
    
    
    164
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DEED OF GUARANTEE AND INDEMNITY
 DATED 16 July 2004 (as amended and restated on 21 December 2007)
 BY:
 PRIDE OF ALOHA, INC. Guarantor
 IN FAVOUR OF:
 DnB NOR BANK ASA Agent
 WHEREAS:
 (A)
    
    By a secured loan facility agreement dated 7 July 2004 as amended and/or restated by a first
supplemental deed thereto dated as of 30 September 2005, a second supplemental deed thereto
dated 13 November 2006 and a third supplemental deed thereto dated 21 December 2007 (as the
same may from time to time be further amended, restated, novated, varied or supplemented the
Facility Agreement) entered into between among others (1) NCL Corporation Ltd. as borrower
(the Borrower), (2) the banks whose names and Lending Branches appear in Schedule 1 to the
Facility Agreement as lenders (the Lenders) and (3) the Agent, the Lenders agreed to make
available to the Borrower a loan facility of up to eight hundred million Dollars
(USD800,000,000) (the Facility).(B)
    
    Pursuant to Clause 22.3 of the Facility Agreement it has been agreed that the benefit of this
Deed shall be held by the Agent as agent for itself and the Lenders and its and their
respective successors, assignees and transferees (together the Beneficiaries).(C)
    
    It is a condition precedent to the Lenders making or continuing to make the Facility
available to the Borrower that the Guarantor enters into this Deed.
 THIS DEED WITNESSES:
 1
    
    Definitions
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Facility Agreement shall have the meanings set out therein.Accounts means the audited consolidated profit and loss account and balance sheet
(including all additional information and notes thereto) of the NCLC Group together
with the relative directors and auditors reports;Event of Default means any of the events specified in clause 13 of the Facility
Agreement;Outstanding Indebtedness means all sums of any kind at any time owing, actually or
contingently, by any Obligor to the Agent and/or the Beneficiaries
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under or pursuant to the Facility Agreement and each other Security Document to
which any of the Obligors is a party (whether by way of repayment of principal,
payment of interest or default interest, payment upon any indemnity or
counter-indemnity, reimbursement for fees, costs or expenses or otherwise
howsoever).1.2
    
    In this Deed unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only and shall be
ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as references to
clauses of and schedules to this Deed unless otherwise stated and references to
this Deed are to be construed as references to this Deed including its
Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or that
document as from time to time amended, supplemented or novated;1.2.4
    
    references to any Act or any statutory instrument shall be construed as
references to that Act or that statutory instrument as from time to time
re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document shall include
reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any state or any
agency thereof;1.2.8
    
    where any matter requires the approval or consent of the Agent such approval
or consent shall not be deemed to have been given unless given in writing;
where any matter is required to be acceptable to the Agent, the Agent shall not
be deemed to have accepted such matter unless its acceptance is communicated in
writing; the Agent may give or withhold its consent, approval or acceptance at
its unfettered discretion; and1.2.9
    
    a certificate by the Agent as to any amount due or calculation made hereunder
shall be conclusive except for manifest error.
 1.3
    
    The provisions of clause 1.3 of the Facility Agreement shall apply hereto
(mutatis mutandis) as if set out herein.
 2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders making or continuing to make the Facility
available to the Borrower, the payment by the Agent to the Guarantor of ten Dollars
(USD10) and other good and valuable consideration (the receipt and adequacy of which
the Guarantor hereby acknowledges) the Guarantor:
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2.1.1
    
    as primary obligor as and for its own debt and not merely as surety hereby
undertakes to the Agent to be responsible for and hereby irrevocably and
unconditionally guarantees to the Agent (on behalf of the Beneficiaries):
 (i)
    
    the due and punctual payment by each of the
Obligors to the Agent (on behalf of the Beneficiaries) (as and when due
by acceleration, demand or otherwise howsoever) of the Outstanding
Indebtedness and every part thereof; and(ii)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors under or pursuant
to the Facility Agreement and the other Security Documents; and
 2.1.2
    
    irrevocably and unconditionally undertakes immediately on demand by the Agent
from time to time to pay and/or perform its obligations under Clause 2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) irrevocably and unconditionally undertakes
immediately on demand by the Agent from time to time to indemnify the Agent and/or the
Beneficiaries and hold each of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Agent and/or the Beneficiaries as a result of any
Transaction Document to which any of the Obligors is a party or any provision
thereof becoming invalid, void, voidable or unenforceable for any reason
whatsoever after execution hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly from any
failure on the part of any of the Obligors to perform any obligation to be
performed by any of the Obligors under and pursuant to any Transaction Document
to which such Obligor is a party.
 3
    
    Survival of the Guarantors Liability
 3.1
    
    The Guarantors liability to the Agent under this Deed shall not be discharged,
impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by the Agent and/or
the Beneficiaries to or with any of the Obligors in respect of any of their
obligations under the Facility Agreement and each other Security Document to
which any of the Obligors is a party; or3.1.2
    
    any legal limitation, disability or incapacity relating to any of the
Obligors; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection or avoidance of
or any defect in any security granted by, or the obligations of any of the
Obligors under, the Facility Agreement and each other Security Document to
which any of the Obligors is a party or any amendment to or variation thereof
or of any other document or security comprised therein; or
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3.1.4
    
    any change in the name, constitution or otherwise of any of the Obligors or
the merger of any of the Obligors with any other corporate entity; or3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings analogous thereto)
of any of the Obligors or the appointment of a receiver or administrative
receiver or administrator or trustee or similar officer of any of the assets of
any of the Obligors or the occurrence of any circumstances whatsoever affecting
any Obligors liability to discharge its obligations under the Facility
Agreement and each other Security Document to which it is a party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any of the Obligors
in respect of any claim by the Guarantor by right of subrogation in any such
liquidation; or3.1.7
    
    any release of any other Obligor or any renewal, exchange or realisation of
any security or obligation provided under or by virtue of any of the Security
Documents or the provision to the Agent or the Beneficiaries at any time of any
further security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of Norwegian Star and/or Norwegian Spirit under the Guarantee to
which it is a party and/or of any other co-guarantor and/or indemnitor who is
now or may hereafter become under a joint and several liability with the
Guarantor under this Deed or the release of any other guarantor, indemnitor or
other third party obligor in respect of the obligations of any Obligor under
any of the Security Documents; or3.1.9
    
    any failure on the part of the Agent or the Beneficiaries (whether
intentional or not) to take or perfect any security agreed to be taken under or
in relation to any of the Security Documents or to enforce any of the Security
Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the
Outstanding Indebtedness) which might otherwise constitute a legal or equitable
discharge of any of the Guarantors obligations under this Deed; or3.1.11
    
    any variation or amendment of any Transaction Document.
 4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect until irrevocable
payment in full has been received by the Agent (on behalf of the Beneficiaries)
of each and every part and the ultimate balance of the Outstanding Indebtedness
in accordance with the Facility Agreement and each other Security Document to
which any of the Obligors is a party; and4.1.2
    
    in addition to and not in substitution for or in derogation of any other
security held by the Agent and/or the Beneficiaries from time to time in
respect of the Outstanding Indebtedness or any part thereof; and
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4.1.3
    
    a guarantee of payment and not of collection.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Agent or any discharge
given by the Agent to the Guarantor or any other agreement reached between the Agent
and the Guarantor in relation to this Deed shall be, and be deemed always to have been,
void ab initio if any act satisfying any of the said obligations or on the faith of
which any such discharge was given or any such agreement was entered into is
subsequently avoided in whole or in part by or pursuant to any provision of any
applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Agent (on behalf of the
Beneficiaries) and, notwithstanding that all moneys and liabilities due or incurred by
any of the Obligors to the Agent and/or the Beneficiaries which are guaranteed
hereunder shall have been paid or discharged, the Agent shall be entitled not to
discharge this Deed or any security held by the Agent and/or the Beneficiaries for the
obligations of the Guarantor hereunder for such period as may in the reasonable opinion
of the Agent be necessary or appropriate under any applicable insolvency law after the
last of such moneys and liabilities have been paid or discharged and in the event of
bankruptcy, winding-up or any similar proceedings being commenced in respect of any of
the Obligors, the Agent shall be at liberty not to discharge this Deed or any security
held by the Agent and/or the Beneficiaries for the obligations of the Guarantor
hereunder for and during such further period as the Agent may determine in its sole
discretion.
 5
    
    Exclusion of Guarantors Rights
 5.1
    
    Until the obligations of any Obligor under the Facility Agreement and each
other Security Document to which any Obligor is a party have been fully performed, the
Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by subrogation or
otherwise) any rights which the Agent may have in respect of the Outstanding
Indebtedness or any security therefor or all or any of the proceeds of such
rights or security; or5.1.2
    
    without the prior written consent of the Agent:
 (i)
    
    exercise in respect of any amount paid by it
hereunder any right of indemnity, subrogation, contribution or any
other right or remedy which it may have in respect thereof; or(ii)
    
    claim payment of any other moneys for the time
being due to it or to which it may become entitled or exercise or
enforce or benefit from any other right, remedy or security in respect
thereof; or(iii)
    
    prove in a liquidation of any Obligor in
competition with the Agent and/or the Beneficiaries for any moneys
owing to the Guarantor by any other Obligor on any account whatsoever,
 PROVIDED ALWAYS
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6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to the account referred to
in clause 8.1 of the Facility Agreement or such account of the Agent with such other
bank or financial institution as the Agent may from time to time notify to the
Guarantor in writing.6.2
    
    The certificate of the Agent from time to time as to sums owed by any Obligor
under the Security Documents and sums owed by the Guarantor hereunder shall, save for
manifest error, be conclusive and binding for all purposes and prima facie evidence of
the existence and extent of such debts in any legal action or proceedings arising in
connection herewith.
 7
    
    Enforcement
 7.1
    
    The Agent shall not be obliged before taking steps to enforce this Deed to take
any action whatsoever against any of the Obligors under the Facility Agreement or any
other Security Documents to which they are a party and the Guarantor hereby waives all
such formalities or rights to which it would otherwise be entitled or which the Agent
would otherwise first be required to satisfy or fulfil before proceeding or making
demand against the Guarantor hereunder PROVIDED THATthe Agent shall not be entitled to
enforce its rights under this Deed otherwise than in circumstances which would
constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Agent that:
 8.1.1
    
    it is a limited liability company, duly incorporated and validly existing
under the laws of the State of Delaware, United States of America, possessing
perpetual corporate existence, the capacity to sue and be sued in its own name
and the power to own its assets and carry on its business as it is now being
conducted;8.1.2
    
    it has the power to enter into and perform this Deed and the other Security
Documents to which it is a party, that all necessary corporate or other action
has been taken to authorise the entry into and performance of this Deed and
such other Security Documents and that entering into this Deed and the other
Security Documents to which it is a party is for its corporate benefit;8.1.3
    
    this Deed constitutes and the other Security Documents to which it is a party
will when executed constitute its legal, valid and binding obligations
enforceable in accordance with their respective terms;
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8.1.4
    
    the entry into and performance of this Deed and the other Security Documents
to which it is a party and the transactions contemplated hereby and thereby do
not and will not be a breach of or conflict with:
 (i)
    
    any law or regulation or any official or
judicial order; or(ii)
    
    its constitutional documents; or(iii)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,nor result in the creation or imposition of any Encumbrance other than a
Permitted Lien on any of its assets pursuant to the provisions of any such
agreement or document;
 8.1.5
    
    the entry into and performance of this Deed and the Security Documents to
which it is a party and the transactions contemplated hereby and thereby will
not result in the Guarantor becoming insolvent;8.1.6
    
    no event has occurred and is continuing which constitutes a default under or
in respect of any agreement or document to which the Guarantor is a party or by
which it may be bound (including, inter alia, this Deed and the other Security
Documents to which it is a party);8.1.7
    
    all authorisations, approvals, consents, licences, exemptions, filings,
registrations, notarisations and other matters, official or otherwise, required
in connection with the entry into, performance, validity and enforceability of
this Deed and the other Security Documents to which it is a party and the
transactions contemplated hereby and thereby have been obtained or effected and
are in full force and effect;8.1.8
    
    all information furnished by or on behalf of the Guarantor relating to the
business and affairs of any member of the NCLC Group in connection with this
Deed and the other Security Documents to which it is a party was and remains
true and correct in all material respects and there are no other material facts
or considerations the omission of which would render any such information
misleading;8.1.9
    
    the Guarantor has fully disclosed in writing to the Lenders through the Agent
all facts relating to the NCLC Group which it knows or should reasonably know
and which might reasonably be expected to influence the Lenders in deciding
whether or not to enter into the Facility Agreement;8.1.10
    
    the Accounts for the financial year ended 31 December 2004 (which accounts
will be prepared in accordance with US GAAP) will fairly represent the
consolidated financial condition of the NCLC Group as at 31 December 2004 and
from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to the Agent;8.1.11
    
    the claims of the Agent and the Beneficiaries against the Guarantor under
this Deed and the other Security Documents to which it is a party will rank at
least pari passu with the claims of all other unsecured creditors of
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the Guarantor other than claims of such creditors to the extent that the
same are statutorily preferred;8.1.12
    
    subject to clause 11.11 of the Facility Agreement, no member of the NCLC
Group has taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the Guarantors knowledge and
belief) threatened against any member of the NCLC Group for its winding-up or
dissolution or for the appointment of a liquidator, administrator, receiver,
administrative receiver, trustee or similar officer of it or any or all of its
assets or revenues nor has any member of the NCLC Group sought any other relief
under any applicable insolvency or bankruptcy law;8.1.13
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;8.1.14
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against any member of the
NCLC Group with respect to Taxes which might, if such claims were successful,
have a material adverse effect on its business, assets or financial condition;8.1.15
    
    neither the Guarantor nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Deed
or any of the other Security Documents to which it is a party;8.1.16
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.17
    
    all of the one thousand (1,000) shares of common stock (which have been
issued and paid up) in the Guarantor are beneficially owned by NCL America
Holdings, all of the authorised and issued shares in NCL America Holdings are
wholly owned by Arrasas and all of the authorised and issued shares in Arrasas
are wholly owned by the Borrower and such structure shall remain so throughout
the Security Period;8.1.18
    
    except for the filing of the relevant UCC-1 Financing Statements with the
Secretary of State of Delaware and of those Security Documents to which it is a
party which require registration in the Companies Registries in England and
Wales, which filings must be completed within twenty one (21) days of the
execution of the relevant Security Documents in the case of England and Wales,
and for the registration of the Mortgage over the Guarantors Vessel with the
National Vessel Documentation Centre of the United States Coast Guard, the
Guarantor does not have a place of business in any jurisdiction which would
require this Deed or any of the other Security Documents to which it is a party
to be filed or registered (if it had a place of business in that jurisdiction)
to ensure the validity of this Deed or any of the other Security Documents to
which it is a party; and
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8.1.19
    
    it has reviewed and agrees to all the terms and conditions of the Facility
Agreement and each other Security Document to which any Obligor is a party.
 8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.9, 8.1.16 and 8.1.19 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred and twenty (120)
days after the close of each of the NCLC Groups financial years) a Certified
Copy of the Accounts (commencing with audited accounts made up to 31 December
2004);9.2.2
    
    promptly, such further information in its possession or control regarding its
financial condition and operations and those of any company in the NCLC Group
as the Agent may request; and9.2.3
    
    details of any material litigation, arbitration or administrative proceedings
which affect any Obligor as soon as the same are instituted and served, or, to
the knowledge of the Guarantor, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding
twenty five million Dollars (USD25,000,000) or the equivalent in another
currency).
 All accounts required under this Clause 9.2 shall be prepared in accordance with US
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Group means the Borrower, its Subsidiaries and any other
entity which is required to be consolidated in the Borrowers accounts in accordance
with US GAAP.9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with US GAAP.9.4
    
    The Guarantor will notify the Agent of any Event of Default forthwith upon the
Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed and the other Security Documents to which it is a party are obtained and
promptly renewed from time to time and will promptly furnish certified copies thereof
to the Agent and will procure that the terms of the same are complied with at all
times.
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9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.
 10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    The Guarantor will not, and will procure that none of its Subsidiaries will,
create or permit to subsist any Encumbrance on the whole or any part of its present or
future assets except for Permitted Liens and Encumbrances created prior to the date
hereof.10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 10.3.1
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.3.2
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.3.3
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.3.4
    
    the Guarantor may agree to sell its Vessel on the condition that
contemporaneously with the completion of such sale the Facility is prepaid in
accordance with the provisions of Clause 4.6 and Clause 5.3 of the Facility
Agreement;10.3.5
    
    the Guarantor may let its Vessel on charter in accordance with the provisions
of clause 5.5.14 of the relevant Mortgage;10.3.6
    
    a vessel owned by any member of the NCLC Group (other than the Guarantor) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel; and10.3.7
    
    disposals of assets constituting Apollo-Related Transactions may be made.
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10.4
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, make any loan or advance or
extend credit to any person, firm or corporation (except any loan, advance or credit
made available to passengers on board a vessel for gambling purposes or to ships
agents and except any loan, advance or credit to the Borrower or a wholly-owned
Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the
rights of the Beneficiaries under the Security Documents). In this Clause fully
subordinated shall mean that any claim of the lender against the Borrower or a wholly
owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness
shall rank after and be in all respects subordinate to all of the rights and claims of
the Agent and the Lenders under this Agreement and the other Security Documents and
that the lender shall not take any steps to enforce its rights to recover any monies
owing to it by the Borrower or a wholly owned Subsidiary of the Borrower (as the case
may be) and in particular but without limitation the lender will not institute any
legal or quasi-legal proceedings under any jurisdiction at any time against the
Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of
the Borrower (as the case may be) and it will not compete with the Agent or the Lenders
in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned
Subsidiary of the Borrower (as the case may be) or in any proceedings in connection
with the Vessels, their Earnings or Insurances.10.5
    
    Save as contemplated by this Deed and otherwise in the ordinary course of its
business as owner of the Vessel, issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation.10.6
    
    Except with the prior written consent of the Agent and subject to clause 11.10
of the Facility Agreement the Guarantor will not, and will procure that no other member
of the NCLC Group will, make or threaten to make any substantial change in its business
as presently conducted, or carry on any other business which is substantial in relation
to its business as presently conducted.10.7
    
    Except with the prior written consent of the Agent and subject to clause 11.11
of the Facility Agreement, the Guarantor will not, and will procure that no other
member of the NCLC Group will, enter into any amalgamation, merger or consolidation or
anything analogous to the foregoing. However, the prior consent of the Agent shall not
be required in respect of any consolidation, reorganisation or restructure (including
the winding-up, dissolution or cessation of business of any existing Subsidiary of the
Borrower, other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to
the Apollo-Related Transactions or (b) involving wholly owned (whether directly or
indirectly) Subsidiaries of the Guarantor only which does not imperil the security
created by any of the Security Documents or affect the ability of any Obligor duly to
perform any of its obligations under any Security Document to which it may be a party
at any time, PROVIDED THAT, except in relation to the Apollo-Related Transactions, the
Guarantor has first consulted with the Agent with regard to the proposed consolidation,
reorganisation or restructure. Further, no member of the NCLC Group will acquire any
equity, share capital or obligations of any corporation or other entity PROVIDED THAT
NCL International or NCL America Holdings may so acquire equity, share capital or
obligations of a corporation or entity whose business is the ownership, operation or
management of cruise vessels.
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10.8
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.9
    
    The Guarantor has not taken and shall not take from any other Obligor any
security or counter-security in respect of any of its obligations under this Deed
PROVIDED ALWAYS THATif the Guarantor, in breach of this Clause, takes any security or
counter-security as aforesaid, such security shall be held by the Guarantor as trustee
upon trust for the Agent and the Beneficiaries.
 11
    
    Discharge
 11.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Agent (on behalf of the Beneficiaries) of all the Outstanding Indebtedness the Agent
will at the Guarantors request return this Deed to the Guarantor and the Agent shall,
at the request and cost of the Guarantor, transfer to the Guarantor such rights as the
Agent may at such time have in the security for the Outstanding Indebtedness and to the
proceeds of any such rights or security.
 12
    
    Assignment and Transfer
 12.1
    
    This Deed shall be binding upon and enure to the benefit of the Guarantor, the
Agent and the Beneficiaries and each of their respective successors and assigns.12.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.12.3
    
    The Agent and each Lender may assign or transfer its respective rights
hereunder to any person (including any other Lending Branch) to whom the rights, or the
rights and obligations, of the Agent or that Lender under the Facility Agreement are
wholly or partially assigned or transferred in accordance with the Facility Agreement.12.4
    
    Any Lender may disclose to any actual or potential assignee or Transferee or to
any person who may otherwise enter or propose to enter into contractual relations with
such Lender in relation to the Facility Agreement and this Deed any information about
the Obligors and the NCLC Group as such Lender shall reasonably consider necessary for
the purposes of inviting expressions of interest from other banks or financial
institutions SUBJECT ALWAYSto the relevant Lender procuring the execution by the
potential assignee or Transferee or any other person as aforesaid of a Confidentiality
Undertaking.12.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
 13
    
    Miscellaneous Provisions
 13.1
    
    No failure to exercise and no delay in exercising on the part of the Agent or
any of the Lenders any right or remedy under this Deed or any other of the Security
Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or
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the exercise of any other right or remedy. No waiver by the Agent or any of the
Beneficiaries shall be effective unless it is in writing.13.2
    
    The rights and remedies of the Agent and each of the Beneficiaries provided
herein and in the other Security Documents are cumulative and not exclusive of any
rights or remedies provided by law.13.3
    
    If any provision of this Deed, the Facility Agreement or any other Security
Document to which any Obligor is a party is prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate the remaining
provisions hereof or thereof or affect the validity or enforceability of such provision
in any other jurisdiction.13.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 14
    
    Waiver of Immunity
 14.1
    
    The Guarantor irrevocably and unconditionally:
 14.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Agent or the Beneficiaries in relation to this Deed; and14.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 15
    
    Notices
 15.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telex or telefax.15.2
    
    Any notice, demand or other communication to be made or delivered by the Agent
to the Guarantor pursuant to this Deed shall (unless the Guarantor has by fifteen (15)
days written notice to the Agent specified another address) be made or delivered to
the Guarantor at 7665 Corporate Center Drive, Miami, Florida 33126, United States of
America (marked for the attention of the Chief Financial Officer, telefax no +1 305 436
4140 and the Legal Department, telefax no +1 305 436 4117) (but one copy shall suffice)
and shall be deemed to have been made or delivered (in the case of telefax) when
transmission of such telefax communication has been completed or (in the case of any
letter) when delivered to the aforesaid address or (as the case may be) five (5) days
after being deposited in the post first class postage prepaid in an envelope addressed
to it at that address. Any notice, demand or other communication to be made or
delivered by the Guarantor to the Agent or the Beneficiaries pursuant to this Deed
shall (unless the Agent has by fifteen (15) days written notice to the Guarantor
specified another address) be made or delivered to the Agent at its office for the time
being which is at present at Stranden 21, NO-0021 Oslo, Norway (marked for the
attention of Mrs Solveig Nuland Knoff, telefax no +47 22 48 2894) and shall be
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deemed to have made or delivered when transmission of such telefax communication has
been completed or (in the case of any letter) when delivered to the aforesaid
address or (as the case may be) five (5) days after being deposited in the post
first class postage prepaid in an envelope addressed to it at that address.15.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 16
    
    Governing Law
 16.1
    
    This Deed shall be governed by and construed in accordance with English law.
 17
    
    Jurisdiction
 17.1
    
    For the exclusive benefit of the Agent and the Beneficiaries, the Guarantor
agrees that any legal action or proceeding arising out of this Deed may be brought in
the High Court of Justice in England and irrevocably submits to the jurisdiction of
that court. The submission by the Guarantor to such jurisdiction shall not limit the
right of the Agent and/or the Beneficiaries to commence any proceedings arising out of
this Deed in whatsoever jurisdiction they may choose, nor shall the commencement of any
such legal action or proceeding in one (1) jurisdiction preclude the Agent and/or the
Beneficiaries from beginning any further or other such legal action or proceeding in
the same or any other jurisdiction.17.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )PRIDE OF ALOHA, INC.
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of:
    
    
    )
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Schedule 6
Amended and Restated Deed of Covenants  Norwegian Spirit
 165




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Schedule 7
 Amended and Restated Deed of Covenants  Norwegian Star
 166




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Schedule 8
 Amended and Restated Pride of Aloha Mortgage  Pride of Aloha
 167