Exhibit 4.3


 


EXECUTION VERSION


 


NCL CORPORATION LTD.,

as Issuer,


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, Principal Paying Agent, Transfer Agent and

Registrar,


 


INDENTURE


 


Dated as of February 18, 2022


 


7.750% SENIOR NOTES DUE 2029


 






    


    


    

 


TABLE OF CONTENTS


 




	 	Page
	Article
                                            One

                                                                                Definitions and Incorporation by Reference

	Section 1.01.  Definitions	6
	Section 1.02.  Other Definitions	39
	Section 1.03.  Rules of Construction	40
	Article
                                            Two

                                                                                The Notes

	Section 2.01.  The Notes	40
	Section 2.02.  Execution and Authentication	42
	Section 2.03.  Registrar, Transfer Agent and Paying Agent	42
	Section 2.04.  Paying Agent to Hold Money	44
	Section 2.05.  Holder Lists	44
	Section 2.06.  Transfer and Exchange	44
	Section 2.07.  Replacement Notes	48
	Section 2.08.  Outstanding Notes	48
	Section 2.09.  Notes Held by Issuer	48
	Section 2.10.  Definitive Registered Notes	49
	Section 2.11.  Cancellation	49
	Section 2.12.  Defaulted Interest	50
	Section 2.13.  Computation of Interest	51
	Section 2.14.  ISIN and CUSIP Numbers	51
	Section 2.15.  Issuance of Additional Notes	51
	Article
                                            Three

                                                                                Redemption; Offers to Purchase

	Section 3.01.  Right of Redemption	51
	Section 3.02.  Notices to Trustee	51
	Section 3.03.  Selection of Notes to Be Redeemed	52
	Section 3.04.  Notice of Redemption	52
	Section 3.05.  Deposit of Redemption Price	53
	Section 3.06.  [Reserved]	54
	Section 3.07.  Payment of Notes Called for Redemption	54
	Section 3.08.  Notes Redeemed in Part	54
	Section 3.09.  Redemption for Changes in Taxes	55



 






    


    


    

 


	Article
                                            Four

                                                                                Covenants

	Section 4.01.  Payment of Notes	56
	Section 4.02.  Corporate Existence	56
	Section 4.03.  Maintenance of Properties	56
	Section 4.04.  Insurance	56
	Section 4.05.  Statement as to Compliance	57
	Section 4.06.  Incurrence of Indebtedness and Issuance of Preferred Stock or Preference Shares	57
	Section 4.07.  Liens	64
	Section 4.08.  Restricted Payments	65
	Section 4.09.  Asset Sales	70
	Section 4.10.  Transactions with Affiliates	73
	Section 4.11.  Purchase of Notes upon a Change of Control	75
	Section 4.12.  Additional Amounts	77
	Section 4.13.  [Reserved]	80
	Section 4.14.  [Reserved]	80
	Section 4.15.  [Reserved]	80
	Section 4.16.  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	80
	Section 4.17.  Designation of Restricted and Unrestricted Subsidiaries	83
	Section 4.18.  [Reserved.]	83
	Section 4.19.  Reports to Holders	84
	Section 4.20.  Covenant Fall-Away Events	85
	Article
                                            Five

                                                                                Merger, Amalgamation, Consolidation or Sale of Assets

	Section 5.01.  Merger, Amalgamation, Consolidation or Sale of Assets	86
	Section 5.02.  Successor Substituted	87
	Article
                                            Six

                                                                                Defaults and Remedies

	Section 6.01.  Events of Default	87
	Section 6.02.  Acceleration	89
	Section 6.03.  Other Remedies	91
	Section 6.04.  Waiver of Past Defaults	92
	Section 6.05.  Control by Majority	92
	Section 6.06.  Limitation on Suits	92
	Section 6.07.  Unconditional Right of Holders to Bring Suit for Payment	93
	Section 6.08.  Collection Suit by Trustee	93
	Section 6.09.  Trustee May File Proofs of Claim	94
	Section 6.10.  Application of Money Collected	94
	Section 6.11.  Undertaking for Costs	95
	Section 6.12.  Restoration of Rights and Remedies	95
	Section 6.13.  Rights and Remedies Cumulative	95
	Section 6.14.  Delay or Omission Not Waiver	95
	Section 6.15.  Record Date	95
	Section 6.16.  Waiver of Stay or Extension Laws	95



 






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	Article
                                            Seven

                                                                                Trustee

	Section 7.01.  Duties of Trustee	96
	Section 7.02.  Certain Rights of Trustee	97
	Section 7.03.  Individual Rights of Trustee	100
	Section 7.04.  Disclaimer of Trustee	101
	Section 7.05.  Compensation and Indemnity	101
	Section 7.06.  Replacement of Trustee	102
	Section 7.07.  Successor Trustee by Merger	103
	Section 7.08.  [Reserved]	103
	Section 7.09.  Eligibility; Disqualification	103
	Section 7.10.  Appointment of Co-Trustee	104
	Section 7.11.  Resignation of Agents	105
	Section 7.12.  Agents General Provisions	106
	Article
                                            Eight

                                                                                Defeasance; Satisfaction and Discharge

	Section 8.01.  Issuer’s Option to Effect Defeasance or Covenant Defeasance	107
	Section 8.02.  Defeasance and Discharge	107
	Section 8.03.  Covenant Defeasance	108
	Section 8.04.  Conditions to Defeasance	108
	Section 8.05.  Satisfaction and Discharge of Indenture	110
	Section 8.06.  Survival of Certain Obligations	110
	Section 8.07.  Acknowledgment of Discharge by Trustee	111
	Section 8.08.  Application of Trust Money	111
	Section 8.09.  Repayment to Issuer	111
	Section 8.10.  Indemnity for Government Securities	111
	Section 8.11.  Reinstatement	111
	Article
                                            Nine

                                                                                Amendments and Waivers

	Section 9.01.  Without Consent of Holders	112
	Section 9.02.  With Consent of Holders	113
	Section 9.03.  Effect of Supplemental Indentures	114
	Section 9.04.  Notation on or Exchange of Notes	114
	Section 9.05.  [Reserved]	114
	Section 9.06.  Notice of Amendment or Waiver	114
	Section 9.07.  Trustee to Sign Amendments, Etc	115
	Section 9.08.  Additional Voting Terms; Calculation of Principal Amount	115



 






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	Article
    Ten

    [Reserved]
	Article
    Eleven

    [Reserved]
	Article
    Twelve

    Miscellaneous
	Section 12.01.  Notices	116
	Section 12.02.  Certificate and Opinion as to Conditions Precedent	117
	Section 12.03.  Statements Required in Certificate or Opinion	118
	Section 12.04.  Rules by Trustee, Paying Agent and Registrar	118
	Section 12.05.  No Personal Liability of Directors, Officers, Employees and Shareholders	118
	Section 12.06.  Legal Holidays	118
	Section 12.07.  Governing Law	118
	Section 12.08.  Jurisdiction	119
	Section 12.09.  No Recourse Against Others	119
	Section 12.10.  Successors	120
	Section 12.11.  Counterparts	120
	Section 12.12.  Table of Contents and Headings	120
	Section 12.13.  Severability	120
	Section 12.14.  Currency Indemnity	120


 


Exhibits


 


	Exhibit	A	–	Form of Note
	Exhibit	B	–	Form of Transfer Certificate for Transfer from Restricted Global Note to Regulation S Global Note
	Exhibit	C	–	Form of Transfer Certificate for Transfer from Regulation S Global Note to Restricted Global Note



 






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INDENTURE, dated as
of February 18, 2022, between NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident in the
United Kingdom (the “Issuer”), and U.S. Bank Trust Company, National Association, a national banking association organized
and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), as Principal
Paying Agent, as Transfer Agent and as Registrar.


 


RECITALS


 


The Issuer has duly authorized
the execution and delivery of this Indenture to provide for the issuance of its 7.750% Senior Notes due 2029 issued on the date hereof
(the “Original Notes”) and any additional senior notes (the “Additional Notes”) that may be issued
after the Issue Date in compliance with this Indenture. The Original Notes and the Additional Notes together are referred to herein as
the “Notes”. The Issuer has received good and valuable consideration for the execution and delivery of this Indenture.
All necessary acts and things have been done to make (i) the Notes, when duly issued and executed by the Issuer and authenticated and
delivered hereunder, the legal, valid and binding obligations of the Issuer and (ii) this Indenture a legal, valid and binding agreement
of the Issuer in accordance with the terms of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders, as follows:


 


Article
One

Definitions and Incorporation by Reference


 


Section 1.01.           
Definitions.


 


“Acquired Debt”
means, with respect to any specified Person:


 


(a)       Indebtedness
of any other Person existing at the time such other Person is amalgamated or merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into,
or becoming, a Restricted Subsidiary; and


 


(b)       Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms
 “controlling,” “controlled by” and “under common control with” have correlative meanings.


 






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“Appraised Value”
of any Vessel at any time means the value of such Vessel as set forth on an independent appraisal (conducted no more than 12 months prior
to any determination of the Appraised Value) and relied upon by the Issuer in good faith.


 


“ARCA”
means the Fifth Amended and Restated Credit Agreement, dated as of May 8, 2020, among NCL Corporation Ltd., as borrower, Voyager Vessel
Company, LLC, as co-borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and a syndicate of other banks party thereto as joint bookrunners, arrangers, co-documentation agents and lenders, as amended by
that certain Amendment No. 1, dated as of January 29, 2021, by that certain Amendment No. 2, dated as of March 25, 2021, and by that certain
Amendment No. 3, dated as of November 12, 2021, and as may further be amended, restated, supplemented, waived, replaced (whether or not
upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing
the amount loaned thereunder (in each case subject to compliance with ‎Section
4.06) or altering the maturity thereof.


 


“Asset Sale”
means:


 


(a)       the
sale, lease, conveyance or other disposition of any assets by the Issuer or any of its Restricted Subsidiaries; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken
as a whole will be governed by ‎‎Section 4.11 and/or ‎‎Article
Five and not by ‎‎Section 4.09; and


 


(b)       the
issuance of Equity Interests by any Restricted Subsidiary or the sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests
in any of the Restricted Subsidiaries (in each case, other than directors’ qualifying shares and shares to be held by third parties
to meet the applicable legal requirements).


 


Notwithstanding the preceding
provisions, none of the following items will be deemed to be an Asset Sale:


 


(a)       any
single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than
$125.0 million;


 


(b)       a
sale, lease, conveyance or other disposition of assets or Equity Interests between or among the Issuer and any Restricted Subsidiary;


 


(c)       an
issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to a Restricted Subsidiary;


 






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(d)       the
sale, lease, conveyance or other disposition of inventory, insurance proceeds or other assets in the ordinary course of business and any
sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of
the Issuer and its Restricted Subsidiaries;


 


(e)       licenses
and sublicenses by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(f)        any
surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary
course of business;


 


(g)       any
transfer, assignment or other disposition deemed to occur in connection with the creation or granting of Liens not prohibited under ‎‎Section
4.07;


 


(h)       the
sale or other disposition of cash or Cash Equivalents;


 


(i)        a
Restricted Payment that does not violate ‎‎Section 4.08 or
a Permitted Investment;


 


(j)        the
disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in
bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(k)       the
foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights
or the settlement, release or surrender of contract, tort or other claims of any kind;


 


(l)        the
sale of any property in a sale and leaseback transaction that is entered into within six months of the acquisition of such property or
completion of the construction of the applicable Vessel; and


 


(m)       time
charters and other similar arrangements in the ordinary course of business.


 


“Attributable
Debt” means, with respect to any sale and leaseback transaction, at the time of determination, the present value
(discounted at the interest rate reasonably determined in good faith by a responsible financial or accounting officer of the Issuer
to be the interest rate implicit in the lease determined in accordance with GAAP, or, if not known, at the Issuer’s
incremental borrowing rate) of the total obligations of the lessee of the property subject to such lease for rental payments during
the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been
extended or may, at the option of the lessor, be extended, or until the earliest date on which the lessee may terminate such lease
without penalty or upon payment of penalty (in which case the rental payments shall include such penalty), after excluding from such
rental payments all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges; provided, however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital
Lease Obligation.”


 






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“Authority”
means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Bankruptcy Law”
means Title 11 of the United States Code, as amended, or any similar U.S. federal or state law or the laws of any other jurisdiction (or
any political subdivision thereof) relating to bankruptcy, insolvency, winding up, voluntary or judicial liquidation, composition with
creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar
or equivalent laws affecting the rights of creditors generally. For the avoidance of doubt, the provisions of the UK Companies Act 2006
governing a solvent reorganisation or a voluntary liquidation thereunder shall not be deemed to be Bankruptcy Laws.


 


“beneficial owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.


 


“Board of Directors”
means:


 


(a)       with
respect to a corporation and a Bermuda exempted company, the board of directors of the corporation or company or any committee thereof
duly authorized to act on behalf of such board;


 


(b)       with
respect to a partnership, the board of directors of the general partner of the partnership;


 


(c)       with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and


 


(d)       with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Book-Entry Interest”
means a beneficial interest in a Global Note held through and shown on, and transferred only through, records maintained in book-entry
form by DTC and its nominees and successors.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which banking institutions in New York or a place of payment under this Indenture
are authorized or required by law, regulation or executive order to close.


 






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“Capital Lease
Obligation” means, with respect to any Person, any obligation of such Person under a lease of (or other agreement
conveying the right to use) any property (whether real, personal or mixed), which obligation is required to be classified and
accounted for as a capital lease obligation under GAAP, and, for purposes of this Indenture, the amount of such obligation at any
date will be the capitalized amount thereof at such date, determined in accordance with GAAP and the Stated Maturity thereof will be
the date of last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated
without penalty.


 


“Capital Stock”
means:


 


(a)       in
the case of a corporation, corporate stock;


 


(b)       in
the case of a Bermuda exempted company, shares (of any class) in its capital;


 


(c)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 


(d)       in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and


 


(e)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


“Cash Equivalents”
means:


 


(a)       direct
obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the European Union,
the government of a member state of the European Union, the United States of America, the United Kingdom, Switzerland or Canada (including,
in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit
of the European Union, the relevant member state of the European Union or the United States of America, the United Kingdom, Switzerland
or Canada, as the case may be, and which are not callable or redeemable at the Issuer’s option;


 


(b)       overnight
bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar
instruments) with maturities of 12 months or less from the date of acquisition issued by a bank or trust company which is organized
under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union or of the United
States of America or any state thereof, Switzerland, the United Kingdom, Australia or Canada; provided that such bank or
trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent
thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or
 “A+” or higher by S&P or the equivalent rating category of another internationally recognized rating agency; provided, further,
that any cash held pursuant to clause (f) below not covered by the foregoing may be held through overnight bank deposits, time
deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar instruments) with
maturities of 12 months or less from the date of acquisition issued by a bank or trust company organized and operating in the
applicable jurisdiction;


 






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(c)       repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above entered
into with any financial institution meeting the qualifications specified in clause (b) above;


 


(d)       commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after
the date of acquisition;


 


(e)       money
market funds or other mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a)
through (d) of this definition; and


 


(f)       cash
in any currency in which the Issuer and its Subsidiaries now or in the future operate, in such amounts as the Issuer determines to be
necessary in the ordinary course of their business.


 


“Change of Control”
means the occurrence of either of the following:


 


(a)       the
sale, lease or transfer (other than by way of merger, amalgamation or consolidation, including any merger, amalgamation or consolidation
solely for the purpose of reorganizing the Issuer in another jurisdiction to realize tax or other benefits), in one or a series of related
transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than NCL
Holdings, the Issuer or any Subsidiary; or


 


(b)       the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision),
including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other
business combination or purchase of ultimate beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision), of more than 50% of the total voting power of the Voting Stock of the Issuer.


 


“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Rating Event.


 


“Clearstream”
means Clearstream Banking, société anonyme.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Consolidated EBITDA”
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus (a)
the following to the extent deducted in calculating such Consolidated Net Income, without duplication:


 






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(1)       provision
for Taxes (including without duplication, Tax distributions) based on income, profits or capital of a Person and its Subsidiaries for
such period, including, without limitation, state, franchise and similar taxes;


 


(2)       interest
expense (and to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated in consolidation)
on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of a Person
and its Subsidiaries for such period (net of interest income of a Person and its Subsidiaries for such period);


 


(3)       depreciation
and amortization expenses of a Person and its Subsidiaries for such period;


 


(4)       business
optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include, without limitation, the effect
of optimization programs, facility closures, retention, severance, systems establishment costs and excess pension charges);


 


(5)       any
other non-cash charges; provided that, for purposes of this subclause (5) of this clause (a), any non-cash charges or losses shall
be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made; and


 


(6)       the
amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to any Affiliate (or any accruals
related to such fees and related expenses) during such period not in contravention of the provisions described under ‎‎Section
4.10,


 


minus (b) the sum of (without duplication
and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which
EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Issuer and the Subsidiaries for such period (but
excluding any such items (i) in respect of which cash was received in a prior period or will be received in a future period or (ii) which
represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).


 


“Consolidated Net
Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) attributable to such
Person and its Subsidiaries which are Restricted Subsidiaries for such period, determined on a consolidated basis, determined in accordance
with GAAP and without any reduction in respect of preferred stock dividends; provided that:


 


(a)       any
net after tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating
thereto) including, without limitation, any severance, relocation or other restructuring expenses, and fees, expenses or charges related
to any offering of Equity Interests, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether
or not successful), shall be excluded;


 






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(b)       any
net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall
be excluded;


 


(c)       any
net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions
other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded;


 


(d)       any
net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness
shall be excluded;


 


(e)       (i)
the net income for such period of any person that is not a subsidiary of such Person, or is an Unrestricted Subsidiary or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period and (ii)
the net income for such period shall include any ordinary course dividend, distribution or other payment in cash received from any Person
in excess of the amounts included in clause (i);


 


(f)       Consolidated
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;


 


(g)       any
increase in amortization or depreciation or any non-cash charges or increases or reductions in net income resulting from purchase accounting
in connection with any acquisition that is consummated on or after the Issue Date shall be excluded;


 


(h)       any
non-cash impairment charges resulting from the application of ASC 350 and ASC 360, and the amortization of intangibles and other fair
value adjustments arising pursuant to ASC 805, shall be excluded;


 


(i)       any
non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock appreciation or
similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such person or any of its
subsidiaries shall be excluded;


 


(j)       accruals
and reserves that are established within twelve months after the Issue Date and that are so required to be established in accordance with
GAAP shall be excluded; provided that to the extent (i) any such accrual or reserve is later reduced or eliminated or (ii) any
cash expenditure is later incurred with respect to such accrual or reserve, then in each case a corresponding amount shall be included
in Consolidated Net Income in the same period;


 


(k)       non-cash
gains, losses, income and expenses resulting from fair value accounting required by ASC 815 shall be excluded;


 


(l)        any
gain, loss, income, expense or charge resulting from the application of last in first out accounting shall be excluded;


 






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(m)       currency
translation gains and losses related to currency re-measurements of Indebtedness, and any net loss or gain resulting from interest rate
swap agreements for currency exchange risk, shall be excluded;


 


(n)       to
the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable
carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any
amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business
interruption shall be excluded; provided that any proceeds of such reimbursement when received shall be excluded from the calculation
of Consolidated Net Income to the extent the expense reimbursed was previously excluded pursuant to this clause (n); and


 


(o)       non-cash
charges for deferred tax asset valuation allowances shall be excluded.


 


“Consolidated Total
Indebtedness” means, at any date, the sum of (without duplication) all Indebtedness (other than letters of credit, to the extent
undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money and Disqualified Stock of the Issuer and the Subsidiaries
determined on a consolidated basis on such date in accordance with GAAP.


 


“Consolidated Total
Leverage Ratio” means as of any date of determination, the ratio of Consolidated Total Indebtedness on such day less the unrestricted
cash and Permitted Investments to Consolidated EBITDA of the Issuer and its Restricted Subsidiaries as of and for the Issuer’s most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of calculation;
in each case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Credit
Facilities” means one or more debt facilities, instruments or arrangements incurred by the Issuer or any Restricted
Subsidiary (including but not limited to the ARCA) with banks, other institutions or investors providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities
formed to borrow from such institutions against such receivables), letters of credit, notes or other Indebtedness, in each case, as
amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in
part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or
another administrative agent or agents or trustees or other banks or institutions and whether provided under the ARCA or one or more
other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements,
instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of
credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or
letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without
limiting the generality of the foregoing, the term “Credit Facilities” shall include any agreement or instrument (1)
changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as
additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available
to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.


 






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“Custodian”
means any receiver, trustee, assignee, liquidator, custodian, administrator or similar official under any Bankruptcy Law.


 


“Customary Intercreditor
Agreement” means an intercreditor agreement providing for payment subordination or lien priority, payment blockage and enforcement
limitation terms with respect which are customary in the good faith judgment of the Issuer as evidenced in an Officer’s Certificate.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive Registered
Note” means, with respect to the Notes, a certificated Note registered in the name of the Holder thereof and issued in accordance
with ‎‎Section 2.06 hereof, substantially in the form of Exhibit
A attached hereto except that such Note shall not bear the legends applicable to Global Notes and shall not have the “Schedule of
Principal Amount in the Global Note” attached thereto.


 


“Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part,
on or prior to the six-month anniversary of the date that the Notes mature. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof
to repurchase such Capital Stock upon the occurrence of a “change of control” or an “asset sale” will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with ‎‎Section
4.08. For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified
Stock, such Fair Market Value to be determined as set forth herein.


 






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“DTC” means
The Depository Trust Company, a New York corporation, its nominees and successors.


 


“ECA Entities”
means any entity that directly owns an ECA Vessel and any Vessel with an Appraised Value in excess of $100.0 million that is purchased
with the proceeds of any sale of any ECA Vessel or ECA Entity.


 


“ECA Facilities”
means the agreements governing Existing Indebtedness, other than the ARCA, the Existing Notes, the New Exchangeable Notes and the New
Secured Notes, under which the obligations are secured by Liens on one or more ECA Vessels (each, an “ECA Facility”).


 


“ECA Vessels”
means Norwegian Breakaway, Norwegian Getaway, Norwegian Escape, Norwegian Joy, Norwegian Bliss, Norwegian Encore, Marina, Riviera, Seven
Seas Explorer, Seven Seas Splendor and any Vessel with an Appraised Value in excess of $100.0 million that is purchased with the proceeds
of any sale of any ECA Vessel or ECA Entity.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity Offering”
means a public or private sale either (a) of the Equity Interests (other than Disqualified Stock and other than offerings registered on
Form S-8 (or any successor form) under the U.S. Securities Act or any similar offering in other jurisdictions) of the Issuer or (b) of
the Equity Interests of a direct or indirect parent entity of the Issuer to the extent that the net proceeds therefrom are contributed
to the equity capital of the Issuer or any of its Restricted Subsidiaries.


 


“Euroclear”
means Euroclear SA/NV.


 


“Event of Loss”
means the actual or constructive total loss, arranged or compromised total loss, destruction, condemnation, confiscation, requisition,
seizure or forfeiture of, or other taking of title or use of, a Vessel.


 


“Existing Exchangeable
Notes” means the 5.375% exchangeable senior notes due 2025 issued by the Issuer, the 6.00% exchangeable senior notes due 2024
issued by the Issuer and the 1.125% exchangeable senior notes due 2027 issued by the Issuer, each as amended, restated, supplemented,
waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded,
refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement
agreement or agreements or increasing the amount of notes issued thereunder (in each case subject to compliance with ‎‎Section
4.06) or altering the maturity thereof.


 






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“Existing Indebtedness”
means all Indebtedness of the Issuer and its Restricted Subsidiaries in existence on March 3, 2021, the New Exchangeable Notes and the
New Secured Notes.


 


“Existing Notes”
means the Existing Secured Notes, the Existing Exchangeable Notes and the Existing Unsecured Notes, collectively.


 


“Existing Secured
Notes” means the 12.25% senior secured notes due 2024 issued by the Issuer and the 10.250% senior secured notes due 2026 issued
by the Issuer, each as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the existing
holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or
indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or any successor or replacement agreement or agreements or increasing the amount of notes issued thereunder
(in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“Existing Unsecured
Notes” means the 3.625% senior unsecured notes due 2024 issued by the Issuer, the 5.875% senior notes due 2026 issued by the
Issuer and the 6.125% senior notes due 2028 issued by NCL Finance, Ltd., each as amended, restated, supplemented, waived, replaced (whether
or not upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing
the amount of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“Fair Market Value”
means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either
party, determined in good faith by the Issuer’s Chief Executive Officer or responsible accounting or financial officer of the Issuer.


 


“FATCA”
means current Sections 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not materially
more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement
between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the
foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described
above).


 


“FATCA Withholding”
means any withholding or deduction required under FATCA.


 


“Fitch”
means Fitch Ratings Inc.


 


“Fixed Charge Calculation
Date” has the meaning assigned to such term in the definition of “Fixed Charge Coverage Ratio.”


 






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“Fixed Charge Coverage
Ratio” means, with respect to any Person for any period, the ratio of Consolidated EBITDA of such Person for such period to
the Fixed Charges of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries incurs, repays, repurchases
or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase
or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period
except that any Indebtedness incurred in connection with the financing of a new Vessel shall be deemed to have not been incurred until
the relevant delivery date for such Vessel, after which delivery date such Indebtedness shall be deemed to have been incurred on the first
day of such four-quarter reference period; provided, however, that the pro forma calculation of Fixed Charges shall
not give effect to (i) any Permitted Debt incurred on the Fixed Charge Calculation Date or (ii) the discharge on the Fixed Charge Calculation
Date of any Indebtedness to the extent that such discharge results from the proceeds of Permitted Debt.


 


In addition, for
purposes of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations and discontinued operations (as determined in accordance with GAAP) and any operational changes, business realignment
projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make
and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously
with the Fixed Charge Calculation Date (each, for purposes of this definition, a “pro forma event”) shall
be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings
or reorganizations which would include cost savings resulting from head count reduction, closure of facilities and similar
operational and other cost saving (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA
resulting therefrom) had occurred on the first day of the four-quarter reference period. On or following the delivery date of any
new Vessel and for so long as such four-quarter reference period includes such delivery date, in the event that the Issuer or any
Subsidiary took delivery of any new Vessel during such four-quarter reference period, Consolidated EBITDA shall include the
projected Consolidated EBITDA (based on reasonable assumptions) for such Vessel as if such Vessel had been in operation on the first
day of such four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any
Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business
realignment project or initiative, restructuring or reorganization that would have required adjustment pursuant to this definition,
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business
realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter
period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted
Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.


 






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For purposes of this definition,
whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate,
in the reasonable good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect operating expense
reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event. Any calculation
of the Fixed Charge Coverage Ratio may be made, at the option of the Issuer, either (i) at the time the Board of Directors of the Issuer
approves the action necessitating the calculation of the Fixed Charge Coverage Ratio or (ii) at the completion of such action necessitating
the calculation of the Fixed Charge Coverage Ratio.


 


If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capital
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer
of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall
be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may
optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as
the Issuer may designate.


 


For purposes of this definition,
any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency
for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating
Consolidated EBITDA for the applicable period.


 


“Fixed Charges”
means, with respect to any specified Person for any period, the sum, without duplication, of:


 


(a)       the
consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for such period related to
Indebtedness, whether paid or accrued, including, without limitation, amortization of debt discount (but not debt issuance costs),
non-cash interest payments, the interest component of deferred payment obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’ acceptance financings, net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates; plus


 






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(b)       the
consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries that was capitalized during such period;
plus


 


(c)       any
interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries which are Restricted Subsidiaries
or is secured by a Lien on assets of such Person or one of its Subsidiaries which are Restricted Subsidiaries; plus


 


(d)       the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of any Restricted Subsidiary,
other than dividends on Equity Interests payable to the Issuer or a Restricted Subsidiary, times (b) a fraction, the numerator
of which is one and the denominator of which is one minus then current combined national, state and local statutory tax rate of such Person,
expressed as a decimal, as estimated in good faith by a responsible accounting or financial officer of the Issuer.


 


Notwithstanding any of the foregoing, Fixed Charges
shall not include (i) any payments on any operating leases, (ii) any non-cash interest expense resulting from the application of Accounting
Standards Codification Topic 470-20 “Debt — Debt with Conversion Options — Recognition” or (iii) the interest
component of all payments associated with Capital Lease Obligations.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which
are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall
mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of
such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges
its full faith and credit.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of
all or any part of any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions,
pledges of assets, sureties or otherwise).


 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person under:


 


(a)       interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar
agreements;


 






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(b)       other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(c)       other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


“Holder”
means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of DTC,
Euroclear or Clearstream.


 


“H.15”
has the meaning assigned to such term in the definition of “Treasury Rate.”


 


“Indebtedness”
means, with respect to any specified Person (excluding accrued expenses and trade payables), without duplication:


 


(a)       the
principal amount of indebtedness of such Person in respect of borrowed money;


 


(b)       the
principal amount of obligations of such Person evidenced by bonds, notes, debentures or similar instruments for which such Person is responsible
or liable;


 


(c)       reimbursement
obligations of such Person in respect of letters of credit, bankers’ acceptances or similar instruments (except to the extent such
reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence), in each case only
to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;


 


(d)       Capital
Lease Obligations of such Person;


 


(e)       the
principal component of all obligations of such Person to pay the balance deferred and unpaid of the purchase price of any property or
services due more than one year after such property is acquired or such services are completed;


 


(f)        net
obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value
of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and


 


(g)       Attributable
Debt of such Person;


 


if and to the extent any of
the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness
of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.


 






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The term “Indebtedness”
shall not include:


 


(a)       anything
accounted for as an operating lease in accordance with GAAP as at the Issue Date;


 


(b)       contingent
obligations in the ordinary course of business;


 


(c)       in
connection with the purchase by the Issuer or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing;


 


(d)       deferred
or prepaid revenues;


 


(e)       purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
applicable seller;


 


(f)        any
contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations
or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(g)       [reserved];
or


 


(h)       any
Capital Stock.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.


 


“Interest Payment
Date” means the Stated Maturity of an installment of interest on the Notes.


 


“Investment Grade”
means (1) with respect to S&P or Fitch, a rating equal to or higher than BBB- (or the equivalent), (2) with respect to Moody’s,
a rating equal to or higher than Baa3 (or the equivalent) and (3) with respect to any additional Rating Agency or Rating Agencies selected
by the Issuer, the equivalent investment grade credit rating.


 


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the
forms of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers
made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet
prepared in accordance with GAAP. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in
a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as
provided in the final paragraph of ‎Section 4.08. Except as
otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.


 






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“Issue Date”
means February 18, 2022.


 


“Issuer Order”
means a written order signed in the name of the Issuer by any Person authorized by a resolution of the Board of Directors of the Issuer.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement or any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Management Advances”
means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers or employees of the Issuer
or any Restricted Subsidiary:


 


(a)       in
respect of travel, entertainment or moving (including tax equalization) related expenses incurred in the ordinary course of business;


 


(b)       in
respect of moving (including tax equalization) related expenses incurred in connection with any closing or consolidation of any office;
or


 


(c)       in
the ordinary course of business and (in the case of this clause (c)) not exceeding $5.0 million in the aggregate outstanding at any time.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“NCL Holdings”
means Norwegian Cruise Line Holdings Ltd., the direct parent company of the Issuer.


 


“Net Book Value”
means, with respect to any asset or property at any time, the net book value of such asset or property as reflected on the most recent
balance sheet of the Issuer at such time, determined on a consolidated basis in accordance with GAAP.


 






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“Net
Proceeds” means with respect to any Asset Sale or Event of Loss, the aggregate cash proceeds and Cash Equivalents received
by the Issuer or any of its Restricted Subsidiaries in respect of such Asset Sale or Event of Loss (including, without limitation,
any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), provided
that with respect to any Asset Sale or Event of Loss, such amount shall be net of the direct costs relating to such Asset Sale or
Event of Loss, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale or Event of Loss, taxes paid or payable as a result of the Asset Sale or
Event of Loss, any charges, payments or expenses incurred in connection with an Asset Sale or Event of Loss (including, without
limitation, (i) any exit or disposal costs, (ii) any repair, restoration or environmental remediation costs, charges or payments,
(iii) any penalties or fines resulting from such Event of Loss, (iv) any severance costs resulting from such Event of Loss, (v) any
costs related to salvage, scrapping or related activities and (vi) any fees, settlement payments or other charges related to any
litigation or administrative proceeding resulting from such Event of Loss) and any reserve for adjustment or indemnification
obligations in respect of the sale price of such asset or assets established in accordance with GAAP. To the extent the amounts that
must be netted against any cash proceeds and Cash Equivalents cannot be reasonably determined by the Issuer with respect to any
Asset Sale or Event of Loss, such cash proceeds and Cash Equivalents shall not be deemed received until such amounts to be netted
are known by the Issuer.


 


“New Exchangeable
Notes” means the 2.50% exchangeable senior notes due 2027 issued by the Issuer, as amended, restated, supplemented, waived,
replaced (whether or not upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or
otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement
or agreements or increasing the amount of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the
maturity thereof.


 


“New Secured Notes”
means the 5.875% senior secured notes due 2027 issued by the Issuer, as amended, restated, supplemented, waived, replaced (whether or
not upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing
the amount of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“New Vessel Aggregate
Secured Debt Cap” means the sum of each of the New Vessel Secured Debt Caps (with such New Vessel Aggregate Secured Debt Cap
to be expressed as the sum of the euro and U.S. dollar denominations of the New Vessel Secured Debt Caps reflected in the New Vessel Aggregate
Secured Debt Cap).


 


“New Vessel Financing”
means any financing arrangement (including but not limited to a sale and leaseback transaction or bareboat charter or lease or an arrangement
whereby a Vessel under construction is pledged as collateral to secure the indebtedness of a shipbuilder), entered into by the Issuer
or a Restricted Subsidiary for the purpose of financing or refinancing all or any part of the purchase price, cost of design or construction
of a Vessel or Vessels or the acquisition of Capital Stock of entities owning or to own Vessels, provided that any Vessel contracted
for construction, under construction or completed on the Issue Date is not a Vessel to which this definition applies.


 






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“New Vessel Secured
Debt Cap” means, in respect of a New Vessel Financing, no more than 90% of the contract price (including any amendment to the
contract price) for the acquisition and any other Ready for Sea Cost of the related Vessel (and 100% of any related export credit insurance
premium), expressed in euros or U.S. dollars, as the case may be, being financed by such New Vessel Financing.


 


“Note Documents”
means the Notes, any Additional Notes, this Indenture and any other agreements, documents or instruments related to any of the foregoing,
as they may be amended, restated, modified, renewed, supplemented, refunded, replaced or refinanced, from time to time.


 


“Note Obligations”
means the Obligations of the Issuer under the Note Documents.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offering Memorandum”
means the final offering memorandum in respect of the Notes dated February 10, 2022.


 


“Officer”
means, with respect to any Person, the Chairman or Vice-Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, an Executive Vice President, a Senior Vice President or Vice President, the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary, an Assistant Secretary, or any individual designated by the Board of Directors,
of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Issuer by an Officer.


 


“Opinion of Counsel”
means a written opinion from legal counsel, subject to customary exceptions and qualifications. The counsel may be an employee of or counsel
to the Issuer.


 


“Par Call Date”
means November 15, 2028.


 


“Permitted Business”
means (a) in respect of the Issuer and its Restricted Subsidiaries, any businesses, services or activities engaged in by the Issuer or
any of the Restricted Subsidiaries on the Issue Date and (b) any businesses, services and activities engaged in by the Issuer or any of
its Restricted Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions
or developments of any thereof.


 


“Permitted Investments”
means:


 


(a)       any
Investment in the Issuer or a Restricted Subsidiary;


 






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(b)       any
Investment in cash in U.S. dollars, euros, Swiss francs, U.K. pounds sterling or Australian dollars, and Cash Equivalents;


 


(c)       any
Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:


 


(i)       such
Person becomes a Restricted Subsidiary; or


 


(ii)       such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Issuer or a Restricted Subsidiary;


 


(d)       any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
‎‎Section 4.09 or any other disposition of assets not constituting
an Asset Sale;


 


(e)       any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the
Issuer;


 


(f)       any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary
course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who
are not Affiliates;


 


(g)       Investments
in receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business;


 


(h)       Investments
represented by Hedging Obligations, which obligations are permitted to be incurred under ‎‎Section
4.06(b)(ix);


 


(i)       repurchases
of Indebtedness not constituting a Restricted Payment (other than any Permitted Investment permitted pursuant to this clause (i));


 


(j)       any
Guarantee of Indebtedness permitted to be incurred under ‎‎Section
4.06 other than a Guarantee of Indebtedness of an Affiliate of the Issuer that is not a Restricted Subsidiary;


 


(k)       any
Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension,
modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided
that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date
or (b) as otherwise permitted under this Indenture;


 


(l)       Investments
acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of another Person, including
by way of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction
that is not prohibited by ‎‎Article Five after the Issue
Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation
and were in existence on the date of such acquisition, merger, amalgamation or consolidation;


 






    26


     


    

 


(m)       Management
Advances;


 


(n)       Investments
consisting of the licensing of intellectual property rights pursuant to joint marketing arrangements with other Persons in the ordinary
course of business;


 


(o)       Investments
consisting of, or to finance the acquisition, purchase, charter or leasing or the construction, installation or the making of any improvement
with respect to any asset (including Vessels) or purchases and acquisitions of inventory, supplies, materials, services or equipment or
purchases of contract rights, licenses or leases of intellectual property rights (including prepaid expenses and advances to suppliers),
in each case, in the ordinary course of business (including, for the avoidance of doubt any deposits made to secure the acquisition, purchase
or construction of, or any options to acquire, any vessel);


 


(p)       other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (p) that are at the
time outstanding not to exceed the greater of $500.0 million and 2.75% of Total Tangible Assets of the Issuer; provided that if
an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted
Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to ‎Section
4.08, such Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition of
 “Permitted Investments” and not this clause;


 


(q)       Investments
in joint ventures or other Persons having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (q) that are
at the time outstanding, not to exceed the greater of $300.0 million and 1.75% of Total Tangible Assets of the Issuer; provided
that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes
a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section ‎‎4.08,
such Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition of “Permitted
Investments” and not this clause;


 


(r)       additional
Investments in joint ventures in which the Issuer or any of its Restricted Subsidiaries holds an Investment existing on the Issue Date,
provided such Investments are made in the ordinary course of business; and


 






    27


     


    

 





(s)       additional
Investments in additional joint ventures held by the Issuer or any Restricted Subsidiary engaged in a Permitted Business, provided
that the Equity Interests held by the Issuer or such Restricted Subsidiary in such Investments or joint ventures are pledged to secure
the applicable series of Existing Secured Notes or New Secured Notes, to the extent such pledge is required by such relevant instrument.


 


“Permitted Jurisdictions”
means (i) any state of the United States of America, the District of Columbia or any subdivision thereof or territory of the United States
of America, (ii) Panama, (iii) Bermuda, (iv) the Commonwealth of The Bahamas, (v) the Isle of Man, (vi) the Marshall Islands, (vii) Liberia,
(viii) Barbados and (ix) the Cayman Islands.


 


“Permitted Liens”
means:


 


(a)       Liens
in favor of the Issuer;


 


(b)       Liens
on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or
into, amalgamated with or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens were in existence
prior to the contemplation of such Person becoming a Restricted Subsidiary or such merger, amalgamation or consolidation, were not incurred
in contemplation thereof and do not extend to any assets other than those of the Person (or the Capital Stock of such Person) that becomes
a Restricted Subsidiary or is merged with or into, amalgamated with or consolidated with the Issuer or any Restricted Subsidiary;


 


(c)       Liens
to secure the performance of statutory obligations, insurance, surety, bid, performance, travel or appeal bonds, credit card processing
arrangements, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course
of business (including Liens to secure letters of credit or similar instruments issued to assure payment of such obligations or for the
protection of customer deposits or credit card payments);


 


(d)       Liens
on any property or assets of the Issuer or any Restricted Subsidiary for the purpose of securing Capital Lease Obligations, purchase
money obligations, mortgage financings or other Indebtedness, in each case, incurred pursuant to‎‎ Section
4.06(b)(iv) in connection with the financing of all or any part of the purchase price, lease expense, rental payments or cost of
design, construction, installation, repair, replacement or improvement of property, plant or equipment or other assets (including
Capital Stock) used in the business of the Issuer or any of its Restricted Subsidiaries; provided that any such Lien may not
extend to any assets or property owned by the Issuer or any of its Restricted Subsidiaries at the time the Lien is incurred other
than (i) the assets (including Vessels) and property acquired, improved, constructed, leased or financed and improvements,
accessions, proceeds, products, dividends and distributions in respect thereof (provided that to the extent any such Capital
Lease Obligations, purchase money obligations, mortgage financings or other Indebtedness relate to multiple assets or properties,
then all such assets and properties may secure any such Capital Lease Obligations, purchase money obligations, mortgage financings
or other Indebtedness) and (ii) to the extent such Lien secures financing in connection with the purchase of a Vessel, Related
Vessel Property;


 






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(e)       Liens
existing on March 3, 2021;


 


(f)       Liens
for taxes, assessments or governmental charges or claims that (x) are not yet overdue by more than 30 days or (y) if overdue by more than
30 days are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the
property subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;


 


(g)       Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested
in good faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any Restricted Subsidiary shall have set
aside on its books reserves in accordance with GAAP; and with respect to Vessels: (i) Liens fully covered (in excess of customary deductibles)
by valid policies of insurance and (ii) Liens for general average and salvage, including contract salvage; or Liens arising solely by
virtue of any statutory or common law provisions relating to attorneys’ liens or bankers’ liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;


 


(h)       survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection
with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their
use in the operation of the business of such Person;


 


(i)       Liens
created for the benefit of (and to secure) the Notes issued on the Issue Date;


 


(j)       Liens
securing Indebtedness under Hedging Obligations, which obligations are permitted to be incurred under ‎Section
4.06(b)(ix);


 


(k)       Liens
on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(l)       Liens
arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related
to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(m)       Liens
on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(n)       Liens
on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in
respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 






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(o)       leases,
licenses, subleases and sublicenses of assets in the ordinary course of business and Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;


 


(p)       [reserved];


 


(q)       (i)
mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer,
landlord or other third party on property over which the Issuer or any Restricted Subsidiary has easement rights or on any real property
leased by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (ii) any condemnation or
eminent domain proceedings or compulsory purchase order affecting real property;


 


(r)       Liens
securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities;


 


(s)       Liens
on Unearned Customer Deposits (i) in favor of payment processors pursuant to agreements therewith consistent with industry practice or
(ii) in favor of customers;


 


(t)       pledges
of goods, the related documents of title and/or other related documents arising or created in the ordinary course of the Issuer’s
or any Restricted Subsidiary’s business or operations as Liens only for Indebtedness to a bank or financial institution directly
relating to the goods or documents on or over which the pledge exists;


 


(u)       Liens
over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the Issuer
or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent more
than 15.0% of the net proceeds of such disposal;


 


(v)       Liens
incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary arising from Vessel chartering, dry-docking, maintenance,
repair, refurbishment, the furnishing of supplies and bunkers to Vessels or masters’, officers’ or crews’ wages and
maritime Liens, in the case of each of the foregoing, which were not incurred or created to secure the payment of Indebtedness;


 


(w)       Liens
securing an aggregate principal amount of Indebtedness not to exceed the aggregate amount of Indebtedness permitted to be incurred pursuant
to ‎Section 4.06(b)(v); provided that such Lien extends only
to (i) the assets (including Vessels), purchase price or cost of design, construction, installation or improvement of which is financed
or refinanced thereby and any improvements, accessions, proceeds, products, dividends and distributions in respect thereof, (ii) any Related
Vessel Property or (iii) the Capital Stock of a Vessel Holding Issuer;


 






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(x)       Liens
created on any asset of the Issuer or a Restricted Subsidiary established to hold assets of any stock option plan or any other management
or employee benefit or incentive plan or unit trust of the Issuer or a Restricted Subsidiary securing any loan to finance the acquisition
of such assets;


 


(y)       Liens
incurred by the Issuer or any Restricted Subsidiary with respect to obligations that do not exceed the greater of $200.0 million and 1.25%
of Total Tangible Assets at any one time outstanding;


 


(z)       Liens
arising from financing statement filings (or similar filings in any applicable jurisdiction) regarding operating leases entered into by
the Issuer and its Restricted Subsidiaries in the ordinary course of business;


 


(aa)     any interest or title
of a lessor under any Capital Lease Obligation or an operating lease;


 


(bb)    Liens on the Equity
Interests of Unrestricted Subsidiaries;


 


(cc)     Liens on Vessels under
construction securing Indebtedness of shipyard owners and operators;


 


(dd)    Liens that secure
or secured the Existing Secured Notes until such Liens are terminated as described in the Offering Memorandum and Liens that secure the
New Secured Notes; and


 


(ee) any extension, renewal,
refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (dd); provided that
(x) any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds, products or
dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could
secure) the Indebtedness being extended, renewed, refinanced or replaced and (y) the Indebtedness secured by such Lien at such time is
not increased to any amount greater than the sum of the outstanding principal amount or, if greater, committed amount of such Indebtedness
at the time the original Lien became a Permitted Lien under this Indenture and an amount necessary to pay any fees and expenses, including
premiums, related to such extension, renewal, refinancing or replacement.


 


“Permitted Refinancing
Indebtedness” means any Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries, any Disqualified Stock issued
by the Issuer or any of its Restricted Subsidiaries and any preferred stock issued by any Restricted Subsidiary, in each case, in exchange
for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge other Indebtedness of
the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness), including Permitted Refinancing Indebtedness;
provided that:


 






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(a)       the
aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or,
if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence))
of such new Indebtedness, the liquidation preference of such new Disqualified Stock or the amount of such new preferred stock does
not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price
or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial
incurrence)) of the Indebtedness, the liquidation preference of the Disqualified Stock or the amount of the preferred stock (plus in
each case the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses, including premiums,
incurred in connection with the incurrence or issuance of, such Indebtedness, Disqualified Stock or preferred stock) renewed,
refunded, refinanced, replaced, exchanged, defeased or discharged;


 


(b)       such
Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness
being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the Notes and
(b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged;


 


(c)       if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the holders
of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, exchanged,
defeased or discharged; and


 


(d)       if
such Indebtedness is incurred either by the Issuer (if the Issuer was the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged, such Indebtedness is guaranteed only by Persons who were obligors on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged.


 


“Permitted Tax
Distributions” means (i) dividends or other distributions to pay any U.S. federal, state, local or non-U.S. income taxes
actually payable by the direct or indirect holders of the Issuer’s Capital Stock (or, in the case of any such holder that owns
any assets other than the Issuer’s Capital Stock at any applicable time, the U.S. federal, state, local or non-U.S. income
taxes that would have been actually payable had such holder owned no other assets) by virtue of the fact that the Issuer is a
pass-through entity for U.S. federal, state, local or non-U.S. income tax purposes (as applicable), for any such taxable year (or
portion thereof) ending after December 31, 2011 and, to the extent resulting from audit adjustments after the Issue Date, for any
such taxable year (or portion thereof) ending prior to December 31, 2011 and (ii) for any taxable year (or portion thereof) for
which the Issuer is a member of a group filing a consolidated, group, affiliated, combined or unitary tax return (including any such
group or similar group under U.S. federal, state, local or non-U.S. law) with any parent entity, any dividends or other
distributions to fund any U.S. federal, state, local or non-U.S. income taxes that are attributable to the income, revenue, receipts
or capital of the Issuer and its Subsidiaries for which such parent entity is liable up to an amount not to exceed with respect to
such taxes the amount of any such taxes that the Issuer and its Subsidiaries would have been required to pay on a separate company
basis or on a consolidated basis calculated as if the Issuer and its Subsidiaries had paid tax on a consolidated, combined, group,
affiliated or unitary basis on behalf of an affiliated group (or similar group) consisting only of the Issuer and its
Subsidiaries.


 






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“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity, whether or not having separate legal personality.


 


“Productive Asset
Lease” means any lease or charter of one or more Vessels (other than leases or charters required to be classified and accounted
for as capital leases under GAAP).


 


“QIB” means
a “Qualified Institutional Buyer” as defined in Rule 144A.


 


“Rating Agencies”
means any of Moody’s, S&P or Fitch, or any of their respective successors or, if any of the foregoing shall cease to provide
a corporate or issuer credit rating (or the equivalent) of the Issuer or a rating of the Notes, as applicable, for reasons outside the
control of the Issuer, a nationally recognized statistical rating agency selected by the Issuer to substitute for such Rating Agency.


 


“Rating Event”
means:


 


(a)       if
the Notes are not rated Investment Grade by at least two of the Rating Agencies on the first day of the Trigger Period, the Notes are
downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the
first day of the Trigger Period by at least two of such Rating Agencies on any date during the Trigger Period; or


 


(b)       if
the Notes are rated Investment Grade by at least two of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded
to below Investment Grade (i.e., below BBB- or Baa3) by at least two of such Rating Agencies on any date during the Trigger Period;


 


provided that a Rating Event otherwise
arising by virtue of a particular downgrade in rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating
Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the
Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the
Rating Event). For the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection with any
particular Change of Control unless and until such Change of Control has actually been consummated.


 






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“Ready for Sea
Cost” means with respect to a Vessel to be acquired, constructed or leased (pursuant to a Capital Lease Obligation) by the
Issuer or any Restricted Subsidiary, the aggregate amount of all expenditures incurred to acquire or construct and bring such Vessel
to the condition and location necessary for its intended use, including any and all inspections, appraisals, repairs, modifications,
additions, permits and licenses in connection with such acquisition or lease, which would be classified as “property, plant
and equipment” in accordance with GAAP and any assets relating to such Vessel.


 


“Record Date,”
for the interest payable on any Interest Payment Date, means the February 1 and August 1 (in each case, whether or not a Business Day)
preceding such Interest Payment Date.


 


“Redemption Date”
means, when used with respect to any Note to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant to this
Indenture.


 


“Redemption Price”
means, when used with respect to any Note to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.


 


“Regulation S”
means Regulation S under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“Related Vessel Property”
means, with respect to any Vessel (i) any insurance policies on such Vessel, (ii) any requisition compensation payable in respect of any
compulsory acquisition thereof, (iii) any earnings derived from the use or operation thereof and/or any earnings account with respect
to such earnings, and (iv) any charters, operating leases, licenses and related agreements entered into in respect of the Vessel and any
security or guarantee in respect of the relevant charterer’s or lessee’s obligations under any relevant charter, operating
lease, license or related agreement, (v) any cash collateral account established with respect to such Vessel pursuant to the financing
arrangements with respect thereto, (vi) any inter-company loan or facility agreements relating to the financing of the acquisition of,
and/or the leasing arrangements (pursuant to Capital Lease Obligations) with respect to, such Vessel, (vii) any building or conversion
contracts relating to such Vessel and any security or guarantee in respect of the builder’s obligations under such contracts, (viii)
any interest rate swap, foreign currency hedge, exchange or similar agreement incurred in connection with the financing of such Vessel
and required to be assigned by the lender and (ix) any security interest in, or agreement or assignment relating to, any of the foregoing
or any mortgage in respect of such Vessel.


 


“Remaining Life”
has the meaning assigned to such item in the definition of “Treasury Rate.”


 


“Replacement Assets”
means (1) assets not classified as current assets under GAAP that will be used or useful in a Permitted Business or (2) substantially
all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become
on the date of acquisition thereof a Restricted Subsidiary.


 


“Responsible
Officer” means any officer within the agency and corporate trust group, division or section of the Trustee (however named,
or any successor group of the Trustee) and also means, with respect to any particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular subject, who, in each case, shall have
direct responsibility for the administration of this Indenture.


 






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“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Subsidiary”
means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.


 


“Rule 144”
means Rule 144 under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“Rule 144A”
means Rule 144A under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“S&P”
means Standard & Poor’s Ratings Group.


 


“Secured Indebtedness”
means the Existing Secured Notes, the New Secured Notes and any other Indebtedness of the Issuer secured by a Lien on the assets of the
Issuer.


 


“Secured Indebtedness
Documents” means any agreements, documents or instruments governing or entered into in connection with any Secured Indebtedness,
as they may be amended, restated, modified, renewed, supplemented, refunded, replaced or refinanced, from time to time.


 


“Significant Subsidiary”
means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries which are Restricted Subsidiaries (i)
for the most recent fiscal year, accounted for more than 10% of the consolidated revenues of the Issuer or (ii) as of the end of the most
recent fiscal year, was the owner of more than 10% of the consolidated assets of the Issuer.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment
thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


(a)       any
corporation, company, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement,
shareholders’ agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, company, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and


 






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(b)       any
partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special
or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or
otherwise controls such entity.


 


“Supplemental Indenture”
means a supplemental indenture to this Indenture.


 


“Tax” or
 “Taxes” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and
additions to tax related thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax).


 


“Total Assets”
means the total assets of the Issuer and its Subsidiaries that are Restricted Subsidiaries, as shown on the most recent balance sheet
of the Issuer, determined on a consolidated basis in accordance with GAAP, calculated after giving effect to pro forma adjustments
as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage
Ratio.”


 


“Total Tangible Assets”
means the Total Assets excluding consolidated intangible assets, calculated after giving effect to pro forma adjustments as are
appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage
Ratio.”


 


“Treasury Rate”
means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.


 


The Treasury Rate shall
be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government
securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the
Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the
period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury
constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury
constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number
of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on
H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the
Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to
have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
Redemption Date.


 






    36


     


    

 


If on the third Business Day
preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the
Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is
closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are
two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding
the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security
with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call
Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among
these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the
average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury
Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security
shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City
time, of such United States Treasury security, and rounded to three decimal places.


 


“Trigger Period”
means the period commencing on the first public announcement by the Issuer of an arrangement that could result in a Change of Control
until the end of the 60-day period following public notice of the occurrence of the Change of Control; provided, that if the rating
of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies, such 60-day period shall
be extended until the first to occur of (x) the date that such Rating Agency announces the results of its review and (y) the date that
is 180 days after consummation of the Change of Control.


 


“Unearned Customer
Deposits” means amounts paid to the Issuer or any of its Subsidiaries representing customer deposits for unsailed bookings (whether
paid directly by the customer or by a credit card company).


 


“Unrestricted Subsidiary”
means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to
a resolution of the Board of Directors of the Issuer but only to the extent that such Subsidiary:


 


(a)       except
as permitted by Section ‎‎4.10, is not party to any
agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such
agreement, contract, arrangement or understanding are, taken as a whole, no less favorable to the Issuer or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer; and


 






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(b)       is
a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe
for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results.


 


“U.S. dollar”
or “$” means the lawful currency of the United States of America.


 


“U.S. Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.


 


“U.S. Securities
Act” means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
by the Commission thereunder.


 


“Vessel”
means a passenger cruise vessel which is owned by and registered (or to be owned by and registered) in the name of the Issuer or any of
its Restricted Subsidiaries or operated or to be operated by the Issuer or any of its Restricted Subsidiaries, in each case together with
all related spares, equipment and any additions or improvements.


 


“Vessel Holding Issuer”
means a Subsidiary of the Issuer, the assets of which consist solely of one or more Vessels and the corresponding Related Vessel Property
and whose activities are limited to the ownership of such Vessels and Related Vessel Property and any other asset reasonably related to
or resulting from the acquisition, purchase, charter, leasing, rental, construction, ownership, operation, improvement, expansion and
maintenance of such Vessel, the leasing of such Vessels and any activities reasonably incidental to the foregoing.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a)       the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(b)       the
then outstanding principal amounts of such Indebtedness.


 






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Section 1.02.           
Other Definitions.


 








	Term	 	Section
	“Additional Amounts”	 	 	‎‎4.12(a)
	“Additional Notes”	 	 	Recitals
	“Affiliate Transaction”	 	 	‎‎4.10(a)
	“Agents”	 	 	‎‎2.03
	“Applicable Procedures”	 	 	‎‎2.06(b)(ii)
	“Asset Sale Offer”	 	 	‎4.09(c)
	“Authorized Agent”	 	 	‎‎12.08
	“Change in Tax Law”	 	 	‎‎3.09(b)
	“Change of Control Offer”	 	 	‎‎4.11(a)
	“Change of Control Purchase Date”	 	 	‎‎4.11(a)
	“Change of Control Purchase Price”	 	 	‎‎4.11(a)
	“Covenant Defeasance”	 	 	‎‎8.03
	“Covenant Fall-Away Event”	 	 	4.20
	“Deemed Date”	 	 	‎‎4.06(e)
	“Defaulted Interest”	 	 	‎‎2.12
	“Event of Default”	 	 	‎6.01(a)
	“Excess Proceeds”	 	 	‎‎4.09(c)
	“Global Notes”	 	 	2.01 (c)
	“Increased Amount”	 	 	‎‎4.07(b)
	“incur”	 	 	‎‎4.06(a)
	“Issuer”	 	 	Preamble
	“Judgment Currency”	 	 	‎‎12.14
	“Legal Defeasance”	 	 	‎‎8.02
	“Notes”	 	 	Recitals
	“Notes Offer”	 	 	‎4.09(b)(i)
	“Original Notes”	 	 	Recitals
	“Participants”	 	 	‎‎2.01(c)
	“Paying Agent”	 	 	‎‎2.03
	“Permitted Debt”	 	 	‎‎4.06(b)
	“Permitted Payments”	 	 	‎‎4.08(b)
	“Principal Paying Agent”	 	 	‎‎2.03
	“Registrar”	 	 	‎2.03
	“Regulation S Global Note”	 	 	‎‎2.01(b)
	“Reporting Entity”	 	 	4.19 (a)
	“Required Currency”	 	 	‎‎12.14
	“Restricted Global Note”	 	 	‎‎2.01(b)
	“Restricted Payments”	 	 	‎‎4.08(a)(iv)
	“Security Register”	 	 	‎‎2.03
	“Tax Jurisdiction”	 	 	‎‎4.12(a)
	“Tax Redemption Date”	 	 	‎‎3.09
	“TIA”	 	 	1.03 (i)
	“Triggering Lien”	 	 	4.07 (a)
	“Transfer Agent”	 	 	‎‎2.03
	“Trustee”	 	 	Preamble




 






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Section 1.03.           
Rules of Construction. Unless the context otherwise requires:


 


(a)           
a term has the meaning assigned to it;


 


(b)           
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)           
“or” is not exclusive;


 


(d)           
“including” or “include” means including or include without limitation;


 


(e)           
words in the singular include the plural and words in the plural include the singular;


 


(f)            
unsecured or unguaranteed Indebtedness shall not be deemed to be subordinate or junior to secured or guaranteed Indebtedness merely
by virtue of its nature as unsecured or unguaranteed Indebtedness;


 


(g)           
any Indebtedness secured by a Lien ranking junior to any of the Liens securing other Indebtedness shall not be deemed to be subordinate
or junior to such other Indebtedness by virtue of the ranking of such Liens;


 


(h)           
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section, clause or other subdivision; and


 


(i)            
the Trust Indenture Act of 1939, as amended (the “TIA”), shall not apply to this Indenture, the Notes or any
documents or instruments related thereto, and no terms used in any of the foregoing shall have meanings given to them by the TIA.


 


Article
Two

The Notes


 


Section 2.01.           
The Notes.


 


(a)           
Form and Dating. The Notes and the Trustee’s (or the authenticating agent’s) certificate of authentication shall
be substantially in the form of Exhibit A attached hereto with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, the rules of any
securities exchange agreements to which the Issuer is subject, if any, or usage; provided that any such notation, legend or endorsement
is in form reasonably acceptable to the Issuer. The Issuer shall approve the form of the Notes. Each Note shall be dated the date of its
authentication. The terms and provisions contained in the form of the Notes shall constitute and are hereby expressly made a part of this
Indenture. The Notes shall be issued only in registered form without coupons and only in minimum denominations of $2,000 in principal
amount and any integral multiples of $1,000 in excess thereof.


 






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(b)           
 Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more
Global Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached
hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of
the purchasers of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed
by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section ‎‎2.02) as hereinafter
provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments
made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided.


 


Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A attached
hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (the “Regulation
S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian for
DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating
agent in accordance with Section ‎‎2.02) as hereinafter provided.
The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by
the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided.


 


(c)           
Book-Entry Provisions. This ‎‎Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted
Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC.


 


Members of, or participants
and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this
Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note,
and DTC or its nominees may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the sole owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent
of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair,
as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the
exercise of the rights of a Holder of a beneficial interest in any Global Note.


 


Subject to the provisions
of ‎‎Section 2.10(b), the registered Holder of a Global Note
may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants,
to take any action that a Holder is entitled to take under this Indenture or the Notes.


 


Except as provided in ‎Section
2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.


 



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Section 2.02.           
Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of
the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature.


 


If an authorized member of
the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time the
Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be valid
or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate
of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Issuer shall execute and,
upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent) (a) Original Notes, on
the date hereof, for original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject
to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section
4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional
Notes as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes may not have the
same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are
fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples
of $1,000 in excess thereof.


 


The Trustee may appoint an
authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any
such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer
Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer.


 


The Trustee shall have the
right to decline to authenticate and deliver any Notes under this ‎‎Section
2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to existing Holders.


 


Section 2.03.           
Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes
and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged
(the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”
and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon
the Issuer in respect of the Notes may be served.


 


The Issuer may appoint one
or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents.


 






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The Issuer or any of its Affiliates
may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes;
provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and ‎‎Eight
and Sections ‎‎4.09 and ‎‎4.11.


 


The Issuer hereby appoints
(i) U.S. Bank Trust Company, National Association, located at 60 Livingston Avenue, St. Paul, Minnesota 55107 (the “Principal
Paying Agent”) and (ii) U.S. Bank Trust Company, National Association, located at 60 Livingston Avenue, St. Paul, Minnesota
55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating
agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents
are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other
acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt,
a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed.


 


Subject to any applicable
laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate
trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership,
exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes.
Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred,
canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the
Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation
of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.


 


The Issuer shall enter into
an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent.
If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as
such and shall be entitled to appropriate compensation therefor pursuant to ‎‎Section
7.05.


 






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Section
2.04.            Paying
Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time) on each due date of the principal, premium, if any, and
interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S.
dollars, sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the
Notes. The Issuer shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying
Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due
date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Principal Paying Agent after
the time specified in the immediately preceding sentence, the Principal Paying Agent shall remit such money to the Holders on the
relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing
constraints, in which case the Principal Paying Agent shall remit such money to the Holders on the next Business Day, but without
liability for any interest resulting from such late payment. For the avoidance of doubt, the Principal Paying Agent shall only be
obliged to remit money to Holders if it has actually received such money from the Issuer in clear funds. The Principal Paying Agent
shall promptly notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any payment. The Issuer
at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have
no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent,
it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate
trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming
due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly
notify the Trustee of its action or failure to act.


 


The Trustee may, if the Issuer
has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with
the provisions of ‎‎Article Eight, notify the Paying Agent
in writing of this fact and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent
of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of ‎‎Article
Eight.


 


Section 2.05.           
Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing
no later than the Record Date for each Interest Payment Date and at such other times as the Trustee may request in writing, a list, in
such form and as of such Record Date as the Trustee may reasonably require, of the names and addresses of Holders, including the aggregate
principal amount of Notes held by each Holder.


 


Section 2.06.           
Transfer and Exchange.


 


(a)            Where
Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with
the requirements of this ‎‎Section 2.06. To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee (or the authenticating agent) shall, upon receipt of an Issuer Order, authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate
principal amount, at the Registrar’s request; provided that no Note of less than $2,000 may be transferred or
exchanged. No service charge shall be made for any registration of transfer or exchange of Notes (except as otherwise expressly
permitted herein), but the Issuer may require payment of a sum sufficient to cover any agency fee or similar charge payable in
connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable in
connection with any redemption of the Notes or upon exchanges pursuant to Sections ‎‎3.07, ‎‎3.08
or ‎‎9.04) or in accordance with an Asset Sale Offer pursuant to Section ‎‎4.09 or Change of
Control Offer pursuant to ‎Section 4.11, not involving a transfer.


 






    44


     


    

 


Upon presentation for exchange
or transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged
or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the
case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Note shall be effective under this Indenture
unless and until such Note has been registered in the name of such Person in the Security Register.


 


Furthermore, the exchange
or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder
or by a duly authorized attorney-in-fact at the office of the Registrar.


 


Every Note presented or surrendered
for registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer, in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.


 


All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of the Issuer evidencing the same indebtedness, and entitled
to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Neither the Issuer nor the
Trustee, Registrar or any Paying Agent shall be required (i) to issue, register the transfer of, or exchange any Note during a period
beginning at the opening of 15 days before the day of the delivery of a notice of redemption of Notes selected for redemption under Section
‎‎3.02 and ending at the close of business on the day of such
delivery, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.


 


(b)           
Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf
of DTC, transfers of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with
Section ‎‎2.01(c), ‎Section ‎2.06(a) and this Section ‎‎2.06(b); provided
that a beneficial interest in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest
in the same Global Note in accordance with the transfer restrictions set forth in the restricted Note legend on the Note, if any.


 









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(i)           
 Except for transfers or exchanges made in accordance with either of clauses ‎‎(ii) or ‎(iii)
of this ‎‎Section 2.06(b), transfers of a Global Note shall be limited to transfers of such Global Note in whole,
but not in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.


 


(ii)           
Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any
time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its
interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation
S Global Note, such transfer or exchange may be effected, only in accordance with this clause ‎‎(ii) and the
rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon receipt by the
Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in
the Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such
specified principal amount, and (B) a certificate in the form of Exhibit B attached hereto given by the holder of such beneficial interest
stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and
(x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being
transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the
Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by
the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.


 


(iii)            Regulation
S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes
to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted
Global Note, such transfer may be effected only in accordance with this clause ‎‎(iii) and the Applicable
Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or
cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an
interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached
hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably
believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements
of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest
is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such
circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or
exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to
increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the
interest in such Regulation S Global Note to be exchanged or transferred.


 






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(c)           
If Notes are issued upon the transfer, exchange or replacement of Notes bearing the restricted Notes legends set forth in Exhibit
A attached hereto, the Notes so issued shall bear the restricted Notes legends, and a request to remove such restricted Notes legends
from Notes shall not be honored unless there is delivered to the Issuer such satisfactory evidence, which may include an Opinion of Counsel
licensed to practice law in the State of New York, as may be reasonably required by the Issuer, that neither the legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under
the U.S. Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Issuer, shall (or shall direct
the authenticating agent to) authenticate and deliver Notes that do not bear the legend.


 


(d)           
The Trustee and the Agents shall have no responsibility for any actions taken or not taken by DTC, Euroclear or Clearstream, as
the case may be.


 


(e)           
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Participants, members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


(f)            
In connection with any proposed exchange of a Global Note for a Definitive Registered Note, the Issuer or DTC or its Participants
shall provide or cause to be provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the
Trustee to comply with any applicable tax reporting obligations. The Trustee may rely on information provided to it and shall have no
responsibility to verify or ensure the accuracy of such information.


 


(g)           
Notwithstanding anything to the contrary in this ‎‎Section 2.06, the Issuer is not required to register the
transfer of any Definitive Registered Notes:


 


(i)           
for a period of 15 days prior to any date fixed for the redemption of the Notes;


 


(ii)           for
a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;


 


(iii)          for
a period of 15 days prior to the Record Date with respect to any Interest Payment Date;


 


(iv)           
 which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale
Offer.


 






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Section 2.07.           
Replacement Notes. If a mutilated Definitive Registered Note is surrendered to the Registrar or if the Holder claims that
the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall (or shall direct the authenticating
agent to), upon receipt of an Issuer Order, authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or wrongfully
taken if the Holder satisfies any other reasonable requirements of the Issuer and any requirement of the Trustee. If required by the Trustee
or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer,
the Trustee, the Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and any authenticating agent, from any loss that
any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.


 


In the event any such mutilated,
lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.


 


Every replacement Note shall
be an additional obligation of the Issuer.


 


The provisions of this ‎Section
‎2.07 are exclusive and will preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes.


 


Section 2.08.           
Outstanding Notes. Notes outstanding at any time are all Notes authenticated by or on behalf of the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in this ‎‎Section
2.08 as not outstanding. Subject to ‎‎Section 2.09, a Note does not cease to be
outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If a Note is replaced pursuant
to ‎‎Section 2.07, it ceases to be outstanding unless the
Trustee and the Issuer receive proof satisfactory to them that the Note that has been replaced is held by a bona fide purchaser.


 


If the Paying Agent holds,
in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, interest and Additional
Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then
on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section
2.09.            Notes
Held by Issuer. In determining whether the Holders of the required principal amount of Notes have concurred in any direction or
consent or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or by any of its Affiliates
shall be disregarded and treated as if they were not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this
Indenture, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer or any of its Affiliates.


 






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Section 2.10.           
Definitive Registered Notes.


 


(a)           
A Global Note deposited with a custodian for DTC pursuant to Section ‎‎‎2.01 shall be transferred in whole
to the Beneficial Owners thereof in the form of Definitive Registered Notes only if such transfer complies with ‎Section
2.06 and (i) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary for such Global Note or DTC ceases
to be registered as a clearing agency under the Exchange Act, and in each case a successor depositary is not appointed by the Issuer within
90 days of such notice, (ii) the Issuer, at its option, executes and delivers to the Trustee an Officer’s Certificate stating that
such Global Note shall be so exchangeable or (iii) the owner of a Book-Entry Interest requests such an exchange in writing delivered through
DTC following an Event of Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the
provisions of ‎‎‎Section 12.02(a).


 


(b)           
Any Global Note that is transferable to the Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this
Section ‎‎‎2.10 shall be surrendered by the custodian for DTC, to the Transfer Agent, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver,
upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations
in the form of Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this ‎‎‎Section
2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $2,000 and any integral multiples
of $1,000 in excess thereof and registered in such names as DTC may direct. Subject to the foregoing, a Global Note is not exchangeable
except for a Global Note of like denomination to be registered in the name of DTC or its nominee. In the event that a Global Note becomes
exchangeable for Definitive Registered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will
be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained
for such purposes in accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes shall bear the applicable
legends set forth in Exhibit A attached hereto.


 


(c)           
In the event of the occurrence of any of the events specified in ‎‎Section 2.10(a), the Issuer shall promptly
make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered
form without interest coupons.


 


Section
2.11.            Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, in accordance with its
customary procedures, and no one else shall cancel (subject to the record retention requirements of the Exchange Act and the
Trustee’s retention policy) all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose
of such cancelled Notes in its customary manner. Except as otherwise provided in this Indenture, the Issuer may not issue new Notes
to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.


 






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Section 2.12.           
Defaulted Interest. Any interest on any Note that is payable, but is not punctually paid or duly provided for, on the dates
and in the manner provided in the Notes and this Indenture (all such interest herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Issuer, at its election in each case, as provided in clause ‎‎(a)
or ‎‎(b) below:


 


(a)           
The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close
of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed
payment, and at the same time the Issuer may deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest; or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held for the benefit of the Persons entitled to such Defaulted Interest as provided
in this clause. In addition, the Issuer shall fix a special record date for the payment of such Defaulted Interest, such date to be not
more than 15 days and not less than 10 days prior to the proposed payment date and not less than 15 days after the receipt by the Trustee
of the notice of the proposed payment date. The Issuer shall promptly but, in any event, not less than 15 days prior to the special record
date, notify the Trustee of such special record date and, in the name and at the expense of the Issuer, the Trustee shall cause notice
of the proposed payment date of such Defaulted Interest and the special record date therefor to be delivered first-class, postage prepaid
to each Holder as such Holder’s address appears in the Security Register, not less than 10 days prior to such special record date.
Notice of the proposed payment date of such Defaulted Interest and the special record date therefor having been so delivered, such Defaulted
Interest shall be paid to the Persons in whose names the Notes are registered at the close of business on such special record date and
shall no longer be payable pursuant to clause ‎‎(b) below.


 


(b)           
The Issuer may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Issuer to the Trustee of the proposed payment date pursuant to this clause, such manner of payment shall be deemed reasonably
practicable.


 


Subject to the foregoing
provisions of this ‎‎Section 2.12, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Note.


 






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Section 2.13.           
Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 2.14.           
ISIN and CUSIP Numbers. The Issuer in issuing the Notes may use ISIN and CUSIP numbers (if then generally in use), and,
if so, the Trustee shall use ISIN and CUSIP numbers, as appropriate, in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers or codes either as printed on the
Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify
the Trustee of any change in the ISIN or CUSIP numbers.


 


Section 2.15.           
Issuance of Additional Notes. The Issuer may, subject to ‎‎Section
4.06 of this Indenture, issue Additional Notes under this Indenture in accordance with the procedures of ‎Section
2.02. The Original Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.


 


Article
Three

Redemption; Offers to Purchase


 


Section 3.01.           
Right of Redemption. The Issuer may redeem all or any portion of the Notes upon the terms and at the Redemption Prices set
forth in the Notes. Any redemption pursuant to this ‎‎Section 3.01 shall be made
pursuant to the provisions of this ‎‎Article Three.


 


Section 3.02.           
Notices to Trustee. If the Issuer elects to redeem Notes pursuant to ‎‎Section
3.01, it shall notify the Trustee in writing of the Redemption Date and the record date, the principal amount of Notes to be redeemed,
the Redemption Price and the paragraph of the Notes pursuant to which the redemption will occur.


 


The Issuer shall give each
notice to the Trustee provided for in this ‎‎Section 3.02
in writing at least 10 days before the date notice is delivered to the Holders pursuant to ‎‎Section
3.04 unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate from the Issuer
to the effect that such redemption will comply with the conditions herein. If fewer than all the Notes are to be redeemed, the record
date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not less than 15
days after the date of notice to the Trustee.


 






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Section
3.03.            Selection
of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed by a method that complies with the requirements, as certified to it by the Issuer, of the principal securities exchange, if
any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system or, if the
Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not
held through clearing system or the clearing system prescribes no method of selection, on a pro rata basis, by lot or by such
other method as the Trustee deems fair and appropriate; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than $2,000.


 


The Trustee shall make the
selection from the Notes outstanding and not previously called for redemption. The Trustee may select for redemption portions equal to
$1,000 in principal amount and any integral multiple thereof; provided that no Notes of $2,000 in principal amount or less may
be redeemed in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Issuer promptly in writing of the Notes or portions of Notes to be called for redemption.


 


The Trustee shall not be liable
for selections made in accordance with the provisions of this ‎‎Section
3.03 or for selections made by DTC.


 


Any redemption and notice
may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.


 


Section 3.04.           
Notice of Redemption.


 


(a)           
At least 10 days but not more than 60 days before a date for redemption of the Notes, the Issuer shall deliver a notice of redemption
by first-class mail to each Holder to be redeemed at its address contained in the Security Register, except that redemption notices may
be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture, and shall comply with the provisions of ‎‎Section 12.01(b).


 


(b)           
The notice shall identify the Notes to be redeemed (including ISIN and CUSIP numbers) and shall state:


 


(i)           
the Redemption Date and the record date;


 


(ii)           the
appropriate calculation of the Redemption Price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;


 


(iii)          the name and address of the Paying Agent;


 


(iv)          that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if
any, and Additional Amounts, if any;


 






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(v)          that,
if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral multiple
thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be reissued;


 


(vi)          that, if any Note contains an ISIN or CUSIP number, no representation is being made as to the correctness of such ISIN or CUSIP
number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification
numbers printed on the Notes;


 


(vii)         that, unless the Issuer defaults in making such redemption payment, interest on the Notes (or portion thereof) called for redemption
shall cease to accrue on and after the Redemption Date; and


 


(viii)        the
paragraph of the Notes or section of this Indenture pursuant to which the Notes called for redemption are being redeemed.


 


At the Issuer’s written
request, the Trustee shall give a notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the
Issuer shall provide the Trustee with the notice and the other information required by this ‎‎Section
3.04.


 


For Notes which are represented
by global certificates held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication to entitled
account holders in substitution for the aforesaid delivery.


 


(c)           
In connection with any redemption of Notes described in this ‎‎Section 3.04, any such redemption and/or notice
of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any related
refinancing or a Change of Control. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent,
such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all
such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date so delayed.


 


For the avoidance of doubt,
the calculation of any Redemption Price shall not be an obligation or duty of the Trustee, the Registrar or any Paying Agent.


 


Section 3.05.           
Deposit of Redemption Price. By no later than 12:00 p.m. (New York, New York time) on any Redemption Date, the Issuer shall
deposit or cause to be deposited with the Paying Agent (or, if the Issuer or any of its Affiliates is the Paying Agent, shall segregate
and hold in trust) a sum in same day funds sufficient to pay the Redemption Price of and accrued interest and Additional Amounts, if any,
on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that have previously been delivered
by the Issuer to the Trustee for cancellation. The Paying Agent shall return to the Issuer following a written request by the Issuer any
money so deposited that is not required for that purpose.


 






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Section 3.06.           
[Reserved].


 


Section 3.07.           
Payment of Notes Called for Redemption. If notice of redemption has been given in the manner provided below, the Notes or
portion of Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated
therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the payment
of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear
interest from the Redemption Date at the rate prescribed in the Notes) such Notes shall cease to accrue interest. Upon surrender of any
Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the Issuer at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders registered as such at the close of business on the relevant Record
Date.


 


Notice of redemption shall
be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly
given.


 


Section 3.08.           
Notes Redeemed in Part.


 


(a)           
Upon surrender of a Global Note that is redeemed in part, the Paying Agent shall forward such Global Note to the Registrar who
shall make a notation on the Security Register to reduce the principal amount of such Global Note to an amount equal to the unredeemed
portion of the Global Note surrendered; provided that each such Global Note shall be in a principal amount at final Stated Maturity
of $2,000 or an integral multiple of $1,000 in excess thereof.


 


(b)           
Upon surrender and cancellation of a Definitive Registered Note that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the
Note surrendered and canceled; provided that each such Definitive Registered Note shall be in a principal amount at final Stated
Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.


 






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Section
3.09.            Redemption
for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not
less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and
given in accordance with the procedures set forth under ‎‎Section 3.04), at
a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date
fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or
which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the
relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect
thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer is or would be required to
pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available (including,
for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer),
and the requirement arises as a result of:


 


(a)           
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction
which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction
became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or


 


(b)           
any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings
(including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue
guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable
Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing
clauses ‎‎(a) and ‎‎(b), a “Change in Tax Law”).


 


The Issuer shall not give
any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment
or Additional Amounts if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional
Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant
to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the
laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been
a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of
redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot
avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it.


 


The Trustee will accept and
shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction
of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions of
this ‎‎Section 3.09 will apply, mutatis mutandis, to
any successor of the Issuer with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer.


 






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Article
Four


Covenants


 


Section 4.01.           
Payment of Notes. The Issuer covenants and agrees for the benefit of the Holders that it shall duly and punctually pay the
principal of, premium, if any, interest and Additional Amounts, if any, on the Notes on the dates and in the manner provided in the Notes
and in this Indenture. Subject to ‎‎Section 2.04, principal, premium, if any,
interest and Additional Amounts, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other
than the Issuer or any of its Affiliates) holds, as of 10:00 a.m. (New York, New York time) on the due date, in accordance with this Indenture,
money sufficient to pay all principal, premium, if any, interest and Additional Amounts, if any, then due. If the Issuer or any of its
Affiliates acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the
due date if the entity acting as Paying Agent complies with ‎‎Section 2.04.


 


The Issuer shall pay interest
on overdue principal at the rate specified therefor in the Notes. The Issuer shall pay interest on overdue installments of interest at
the same rate to the extent lawful.


 


Section 4.02.           
Corporate Existence. Subject to ‎‎Article Five, the Issuer shall
do or cause to be done all things necessary to preserve and keep in full force and effect their corporate, partnership, limited liability
company or other existence and the rights (charter and statutory), licenses and franchises of the Issuer; provided that the Issuer
shall not be required to preserve any such right, license or franchise if the Board of Directors of the Issuer shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Issuer as a whole.


 


Section 4.03.           
Maintenance of Properties. The Issuer shall cause all properties owned by it or used or held for use in the conduct of its
business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause
to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may
be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided
that nothing in this ‎‎Section 4.03 shall prevent the Issuer from discontinuing
the maintenance of any such properties if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of the business
of the Issuer as a whole.


 


Section 4.04.           
Insurance. The Issuer shall maintain insurance with carriers believed by the Issuer to be responsible, against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts and coinsurance provisions, as the Issuer believes are
customarily carried by businesses similarly situated and owning like properties, including as appropriate general liability, property
and casualty loss insurance (but on the basis that the Issuer self-insure Vessels for certain war risks); provided that in no event
shall the Issuer be required to obtain any business interruption, loss of hire or delay in delivery insurance.


 






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Section 4.05.           
Statement as to Compliance.


 


(a)           
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written request
by the Trustee, an Officer’s Certificate stating that in the course of the performance by the signer of its duties as an Officer
of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during
such period and, if any, specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto.
For purposes of this ‎‎Section 4.05(a), such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


(b)           
If the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks
to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly, and in
any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action (including
any action the Issuer is taking or propose to take in respect thereof).


 


Section 4.06.           
Incurrence of Indebtedness and Issuance of Preferred Stock or Preference Shares.


 


(a)           
The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
 “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not and will not permit any Restricted Subsidiary
to issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock or preference
shares; provided, however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock,
and the Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, preferred stock or preference
shares, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or
such preferred stock is or preference shares are issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred
or the Disqualified Stock or the preferred stock or preference shares had been issued, as the case may be, at the beginning of such four-quarter
period.


 


(b)           
‎‎Section 4.06(a) shall not prohibit, however, the incurrence of any of the following items of Indebtedness,
without duplication (collectively, “Permitted Debt”):


 


(i)           
Indebtedness under Credit Facilities and ECA Facilities in an aggregate principal amount at any time outstanding not to exceed
$17,340.8 million;


 






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(ii)           
 the incurrence by the Issuer and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness under the ARCA);


 


(iii)           
the incurrence by the Issuer of Indebtedness represented by the Notes issued on the Issue Date;


 


(iv)           
the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by Attributable Debt, Capital Lease Obligations,
mortgage financings or purchase money obligations, the issuance by the Issuer or any Restricted Subsidiary of Disqualified Stock and the
issuance by any Restricted Subsidiary of preferred stock or preference shares, in each case, incurred or issued for the purpose of financing
all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation, repair, replacement
or improvement of property (including Vessels), plant or equipment or other assets (including Capital Stock) used in the business of the
Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount or liquidation preference, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock or preferred
stock or preference shares issued pursuant to this clause ‎‎(iv), not to exceed the greater of $500.0 million
and 2.75% of Total Tangible Assets at any time outstanding (it being understood that any such Indebtedness may be incurred and such Disqualified
Stock and preferred stock or preference shares may be issued after the acquisition, purchase, charter, leasing or rental or the design,
construction, installation, repair, replacement or the making of any improvement with respect to any asset (including Vessels)); provided
that the principal amount of any Indebtedness, Disqualified Stock or preferred stock or preference shares permitted under this clause
‎‎(iv) did not in each case at the time of incurrence exceed, together with amounts previously incurred and
outstanding under this clause ‎‎(iv) with respect to any such applicable Vessel, (A) in the case of a completed
Vessel, the greater of the Net Book Value and the Appraised Value and (B) in the case of an uncompleted Vessel, 90% of the contract price
for the acquisition or construction of such Vessel, in the case of this clause ‎‎(B), as determined on the date
on which the agreement for acquisition or construction of such Vessel was entered into by the Issuer or its Restricted Subsidiary, plus
any other Ready for Sea Cost of such Vessel plus 100% of any related export credit insurance premium;


 


(v)           
the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted Subsidiary
of Disqualified Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in connection with any New
Vessel Financing in an aggregate principal amount at any one time outstanding (including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock or preferred stock or preference
shares issued under this clause ‎‎(v)) not exceeding the New Vessel Aggregate Secured Debt Cap as calculated
on the date of the relevant incurrence under this clause ‎‎(v);


 






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(vi)           
 Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace,
defease or discharge, any Indebtedness (other than intercompany Indebtedness, Disqualified Stock or preferred stock or preference shares)
that was permitted to be incurred under ‎‎Section 4.06(a) or clause ‎‎(i), ‎‎(ii),
‎‎(iii), ‎‎(iv), ‎‎(v), ‎‎(vi),
‎(xii) ‎or ‎(xviii) of this ‎‎Section 4.06(b);


 


(vii)           
the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted
Subsidiary; provided that:


 


(A)           
if the Issuer is the obligor on such Indebtedness, such Indebtedness must be unsecured and ((i) except in respect of the intercompany
current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its
Restricted Subsidiaries and (ii) only to the extent legally permitted (the Issuer and its Restricted Subsidiaries having completed all
procedures required in the reasonable judgment of directors or officers of the obligee or obligor to protect such Persons from any penalty
or civil or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment
in full in cash of all Obligations then due with respect to the Notes; and


 


(B)           
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other
than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either
the Issuer or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or
such Restricted Subsidiary, as the case may be, that was not permitted by this clause ‎‎(vii);


 


(viii)           
the issuance by any Restricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries of Disqualified Stock, preferred
stock or preference shares; provided that (A) any subsequent issuance or transfer of Equity Interests that results in any such
Disqualified Stock, preferred stock or preference shares being held by a Person other than the Issuer or a Restricted Subsidiary and (B)
any sale or other transfer of any such Disqualified Stock, preferred stock or preference shares to a Person that is not either the Issuer
or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such Disqualified Stock, preferred stock or preference
shares by such Restricted Subsidiary that was not permitted by this clause ‎‎(viii);


 


(ix)           
the incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations that are not for speculative purposes;


 






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(x)            the
Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary to the extent that
the guaranteed Indebtedness was permitted to be incurred by another provision of this ‎‎Section 4.06; provided that,
in each case, if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must
be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;


 


(xi)           
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness (A) in respect of workers’ compensation
claims, self-insurance obligations, captive insurance companies and bankers’ acceptances in the ordinary course of business; (B)
in respect of letters of credit, surety, bid, performance, travel or appeal bonds, completion guarantees, judgment, advance payment, customs,
VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or consistent with past practice
or industry practice (including as required by any governmental authority) and not in connection with the borrowing of money, including
letters of credit or similar instruments in respect of self-insurance and workers compensation obligations, or for the protection of customer
deposits or credit card payments; provided, however, that upon the drawing of such letters of credit or other instrument,
such obligations are reimbursed within 30 days following such drawing; (C) arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within
30 days; and (D) consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply agreements,
in each case, in the ordinary course of business;


 


(xii)            Indebtedness,
Disqualified Stock, preferred stock or preference shares (A) of any Person outstanding on the date on which such Person becomes a
Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of
assets and assumption of related liabilities) the Issuer or any Restricted Subsidiary or (B) incurred or issued to provide all or
any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a
Restricted Subsidiary or was otherwise acquired by the Issuer or a Restricted Subsidiary; provided, however, with
respect to this clause ‎(xii), that at the time of the acquisition or other transaction pursuant to which such
Indebtedness, Disqualified Stock, preferred stock or preference shares were deemed to be incurred or issued, (x) the Issuer would
have been able to incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section
4.06(a) after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such
Indebtedness or issuance of such Disqualified Stock, preferred stock or preference shares pursuant to this clause ‎(xii)
or (y) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified
Stock or preferred stock is, or preference shares are, issued pursuant to this clause ‎(xii), taken as one
period, would not be less than it was immediately prior to giving pro forma effect to such acquisition or other transaction
and the incurrence of such Indebtedness or issuance of such Disqualified Stock, preferred stock or preference shares;


 






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(xiii)           
Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for customary indemnification, obligations
in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed
in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary; provided
that (in the case of a disposition) the maximum liability of the Issuer and its Restricted Subsidiaries in respect of all such Indebtedness
shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without
giving effect to any subsequent changes in value), actually received by the Issuer and its Restricted Subsidiaries in connection with
such disposition;


 


(xiv)           
the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in the form of Unearned Customer Deposits and advance
payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;


 


(xv)           
Indebtedness of the Issuer or any Restricted Subsidiary incurred in connection with credit card processing arrangements or other
similar payment processing arrangements entered into in the ordinary course of business;


 


(xvi)           
the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted Subsidiary
of Disqualified Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares to finance the replacement
(through construction or acquisition) of a Vessel upon an Event of Loss of such Vessel in an aggregate amount no greater than the Ready
for Sea Cost for such replacement Vessel, in each case less all compensation, damages and other payments (including insurance proceeds
other than in respect of business interruption insurance) received by the Issuer or any of its Restricted Subsidiaries from any Person
in connection with such Event of Loss in excess of amounts actually used to repay Indebtedness secured by the Vessel subject to such Event
of Loss and any costs and expenses incurred by the Issuer or any of its Restricted Subsidiaries in connection with such Event of Loss;


 


(xvii)           
the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in relation to (A) regular maintenance required on any
of the Vessels owned or chartered by the Issuer or any of its Restricted Subsidiaries, and (B) any expenditures that are, or are reasonably
expected to be, recoverable from insurance on such Vessels;


 






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(xviii)            the
incurrence of Indebtedness by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted
Subsidiary of Disqualified Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in an
aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock,
preferred stock or preference shares issued pursuant to this clause ‎‎(xviii), not to exceed the greater
of $1,250.0 million and 7.0% of Total Tangible Assets; and


 


(xix)           
Indebtedness existing solely by reason of Permitted Liens described in clause (cc) of the definition thereof.


 


(c)           
The Issuer will not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to
any other Indebtedness of the Issuer unless such Indebtedness is also contractually subordinated in right of payment to the Notes on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment
to any other Indebtedness of the Issuer solely by virtue of being unsecured.


 


(d)           
For purposes of determining compliance with this ‎‎Section 4.06, in the event that an item of Indebtedness meets
the criteria of more than one of the categories of Permitted Debt described in clauses ‎‎(i) through ‎‎(xix)
of ‎‎Section 4.06(b), or is entitled to be incurred pursuant to ‎‎Section 4.06(a), the Issuer, in
its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence and only be required to include
the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify
an item of Indebtedness in more than one of the types of Indebtedness described in Sections ‎‎4.06(a) and ‎4.06(b)
and from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that complies with this ‎‎Section
4.06.


 


(e)           
In connection with the incurrence or issuance, as applicable, of (x) revolving loan Indebtedness or (y) any commitment relating
to the incurrence or issuance of Indebtedness, Disqualified Stock, preferred stock or preference shares, in each case, in compliance with
this ‎‎Section 4.06, and the granting of any Lien to secure such Indebtedness, the Issuer or applicable Restricted
Subsidiary may, at its option, designate such incurrence or issuance and the granting of any Lien therefor as having occurred on the date
of first incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related
subsequent actual incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under this Indenture to have
been incurred or issued and granted on such Deemed Date, including, without limitation, for purposes of calculating the Fixed Charge Coverage
Ratio, usage of any baskets described herein (if applicable), the Consolidated Total Leverage Ratio and Consolidated EBITDA (and all such
calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis
giving effect to the deemed incurrence or issuance, the granting of any Lien therefor and related transactions in connection therewith).


 






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(f)             The
accrual of interest or preferred stock or preference share dividends, the accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
preferred stock or preference shares as Indebtedness due to a change in accounting principles, the payment of dividends on preferred
stock, preference shares or Disqualified Stock in the form of additional shares of the same class of preferred stock, preference
shares or Disqualified Stock, the accretion of liquidation preference and the increase in the amount of Indebtedness outstanding
solely as a result of fluctuations in exchange rates or currency values will not be deemed to be an incurrence of Indebtedness or an
issuance of preferred stock, preference shares or Disqualified Stock for purposes of this ‎‎Section 4.06; provided,
in each such case, that the amount of any such accrual, accretion, amortization, payment, reclassification or increase is included
in the Fixed Charges of the Issuer as accrued.


 


(g)           
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the relevant
currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of Indebtedness incurred under a revolving
credit facility and at the option of the Issuer, first committed; provided that (a) if such Indebtedness is incurred to refinance
other Indebtedness denominated in a currency other than U.S. dollars, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing indebtedness does not exceed
the aggregate principal amount of such Indebtedness being refinanced; and (b) if and for so long as any Indebtedness is subject to a Hedging
Obligation with respect to the currency in which such Indebtedness is denominated covering principal amounts payable on such Indebtedness,
the amount of such Indebtedness, if denominated in U.S. dollars, will be the amount of the principal payment required to be made under
such Hedging Obligation and, otherwise, the U.S. dollar-equivalent of such amount plus the U.S. dollar-equivalent of any premium
which is at such time due and payable but is not covered by such Hedging Obligation.


 


(h)           
Notwithstanding any other provision of this ‎‎Section 4.06, the maximum amount of Indebtedness that the Issuer
or any Restricted Subsidiary may incur pursuant to this ‎‎Section 4.06 shall not be deemed to be exceeded solely as
a result of fluctuations in exchange rates or currency values. The principal amount of any Indebtedness incurred to refinance other Indebtedness,
if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable
to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 


(i)            
The amount of any Indebtedness outstanding as of any date will be:


 


(i)           
in the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined
in accordance with GAAP;


 


(ii)           
the principal amount of the Indebtedness, in the case of any other Indebtedness; and


 






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(iii)           
 in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


(A)           
the Fair Market Value of such assets at the date of determination; and


 


(B)           
the amount of the Indebtedness of the other Person.


 


Section 4.07.           
Liens.


 


(a)           
The Issuer shall not, directly or indirectly, create, incur, assume or otherwise cause to exist or become effective any Lien of
any kind securing Indebtedness upon any of its property or assets, now owned or hereafter acquired, except (i) Permitted Liens or (ii)
a Lien on such property or assets that is not a Permitted Lien (each Lien under clause (ii), a “Triggering Lien”) if,
contemporaneously with (or prior to) the incurrence of such Triggering Lien, all Note Obligations are secured on an equal and ratable
basis with or on a senior basis to the obligations so secured until such time as such obligations are no longer secured by such Triggering
Lien; provided that, (1) if the Indebtedness secured by such Triggering Lien is subordinate or junior in right of payment to the
Notes, then such Triggering Lien securing such Indebtedness shall be subordinate or junior in priority to the Lien securing the Note Obligations
and (2) if any Secured Indebtedness outstanding on the Issue Date is also required to be secured by Liens on such property or assets pursuant
to provisions in the Secured Indebtedness Documents that are similar to this clause (ii), the Liens on such property or assets securing
the Note Obligations shall rank junior in priority to the Liens on such property or assets securing such Secured Indebtedness if so required
by the terms of such Secured Indebtedness Documents pursuant to a Customary Intercreditor Agreement.


 


(b)           
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of
such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion
of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness
with the same terms or in the form of common shares of the Issuer or any direct or indirect parent entity of the Issuer, the payment of
dividends on preferred stock or preference shares in the form of additional shares of preferred stock or preference shares of the same
class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations
in the exchange rate of currencies or increases in the value of property securing Indebtedness. For the avoidance of doubt, any Lien that
is permitted under this Indenture to secure Indebtedness shall also be permitted to secure any obligations related to such Indebtedness.


 


(c)           
Any Lien created in favor of this Indenture and the Notes pursuant to Section 4.07(a)(ii) ‎‎will be automatically
and unconditionally released and discharged upon the release and discharge of the Triggering Lien to which it relates.


 






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(d)           
 For purposes of determining compliance with this Section 4.07, (A) Liens securing Indebtedness and obligations need not be incurred
solely by reference to one category of Permitted Liens (or subparts thereof) but are permitted to be incurred in part under any combination
thereof, and (B) in the event that a Lien meets the criteria of one or more of the categories of Permitted Liens (or subparts thereof),
the Issuer may, in its sole discretion, classify, divide or later reclassify or redivide (as if incurred at such later time) such Liens
(or any portions thereof) in any manner that complies with the definition of Permitted Liens, and such Liens (or portions thereof, as
applicable) will be treated as having been incurred pursuant to such clause, clauses or subparts of the definition of Permitted Liens
(and in the case of a subsequent division, classification or reclassification, such Liens shall cease to be divided or classified as it
was prior to such subsequent division, classification or reclassification).


 


(e)           
To the extent that any Liens are imposed pursuant to Section 4.07(a)(ii) above on any assets or property to secure the Note Obligations,
(i) Permitted Liens may be of any priority (including senior in priority) relative to any Liens imposed under the Section 4.07(a)(ii),
and (ii) additional Liens may be granted on any such asset or property, which additional Liens may be pari passu or junior in priority
to the Liens on such asset or property securing the Note Obligations, in each case subject to any limitations or requirements set forth
in Section 4.07(a)(ii). The Trustee (or any applicable security agent following the imposition of such Liens under Section 4.07(a)(ii))
shall enter (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee or any applicable security agent)
into a Customary Intercreditor Agreement with respect to such Permitted Liens and Liens imposed pursuant to Section 4.07(a)(ii), if any,
in each case, upon being provided with an Officer’s Certificate and an Opinion of Counsel stating that such Customary Intercreditor
Agreement is permitted under the Indenture, each in form and substance reasonably satisfactory to the Trustee (or the applicable security
agent) and upon which the Trustee (or the applicable security agent) may conclusively rely.


 


Section 4.08.           
Restricted Payments.


 


(a)           
The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)           
declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation
involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as holders (in each case, other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted
Subsidiary );


 


(ii)            purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, amalgamation or
consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer;


 






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(iii)             
make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness
of the Issuer that is expressly contractually subordinated in right of payment to the Notes (excluding any intercompany Indebtedness between
or among the Issuer and any of its Restricted Subsidiaries), except (A) a payment of principal at the Stated Maturity thereof or (B) the
purchase, repurchase, redemption, defeasance or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase, redemption,
defeasance or other acquisition; or


 


(iv)             
make any Restricted Investment;


 


(all such payments and other
actions set forth in these clauses ‎(i) through ‎(iv)
above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


(A)              
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(B)              
the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a); and


 


(C)              
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted
Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses ‎(i) (without duplication of amounts paid
pursuant to any other clause of ‎‎Section 4.08(b)), ‎‎(ii), ‎(iii), ‎‎(iv), ‎‎(v),
 ‎‎(vi), ‎‎(vii), ‎‎(viii), ‎‎(ix), ‎‎(x), ‎‎(xi) and ‎‎(xii)
of ‎‎Section 4.08(b)), is less than the sum, without duplication, of:


 


(1)           
50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the first day of the fiscal
quarter commencing immediately following the fiscal quarter in which the Issue Date occurs to the end of the Issuer’s most recently
ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated
Net Income for such period is a deficit, less 100% of such deficit); plus


 


(2)            100%
of the aggregate net cash proceeds and the Fair Market Value of other assets received by the Issuer since the Issue Date as a
contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified
Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock of the Issuer or any Restricted Subsidiary or
convertible or exchangeable debt securities of the Issuer or any Restricted Subsidiary, in each case that have been converted into
or exchanged for Equity Interests of the Issuer (other than (x) net cash proceeds and marketable securities received from an
issuance or sale of Equity Interests, Disqualified Stock or convertible or exchangeable debt securities sold to a Subsidiary of the
Issuer, (y) net cash proceeds and marketable securities received from an issuance or sale of convertible or exchangeable
Disqualified Stock or convertible or exchangeable debt securities that have been converted into, exchanged or redeemed for
Disqualified Stock and (z) net cash proceeds and marketable securities to the extent any Restricted Payment has been made from such
proceeds pursuant to ‎Section 4.08(b)(iv)); plus


 






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(3)           
to the extent that any Restricted Investment that was made after the Issue Date is (i) sold, disposed of or otherwise cancelled,
liquidated or repaid, 100% of the aggregate amount received in cash and the Fair Market Value of marketable securities received; or (ii)
made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the Fair Market Value of such Restricted Investment as of
the date such entity becomes a Restricted Subsidiary; plus


 


(4)           
to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted
Subsidiary, or is merged, amalgamated or consolidated into the Issuer or a Restricted Subsidiary, or all of the assets of such Unrestricted
Subsidiary are transferred to the Issuer or a Restricted Subsidiary, in each case, after the Issue Date, the Fair Market Value of the
Issuer’s Restricted Investment in such Subsidiary as of the date of such redesignation, merger, amalgamation, consolidation or transfer
of assets to the extent such Investments reduced the Restricted Payments capacity under this clause ‎(4) and were not previously
repaid or otherwise reduced; provided, however, that no amount will be included in Consolidated Net Income of the Issuer
for purposes of the preceding clause ‎(1) to the extent that it is included under this clause ‎(4); plus


 


(5)            100%
of any dividends or distributions received by the Issuer or a Restricted Subsidiary after the Issue Date from an Unrestricted
Subsidiary to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the
Issuer for such period (excluding, for the avoidance of doubt, repayments of, or interest payments in respect of, any Permitted
Investment pursuant to clause (p) of the definition thereof); plus


 






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(6)           
$100.0 million.


 


(b)              
The preceding provisions will not prohibit the following (“Permitted Payments”):


 


(i)               
the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration
of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend
or distribution or redemption payment would have complied with the provisions of this Indenture;


 


(ii)              
the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer (other than
Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer (other than the substantially
concurrent offering of New Exchangeable Notes, as described in the Offering Memorandum); provided that the amount of any such net
cash proceeds that are utilized for any such Restricted Payment will be excluded from ‎‎Section 4.08(a)(C)(2)
and will not be considered to be net cash proceeds from an Equity Offering for purposes of Article Three of this Indenture and Section
6 of the Notes.


 


(iii)             
the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer that
is contractually subordinated to the Notes with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;


 


(iv)             so
long as no Default or Event of Default has occurred and is continuing, the purchase, repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiary
held by any current or former officer, director, employee or consultant of the Issuer, any direct or indirect parent of the Issuer
or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant,
shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such purchased,
repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in the aggregate in any twelve-month period
with unused amounts being carried over to any subsequent twelve-month period subject to a maximum aggregate amount of $20.0 million
being available in any twelve-month period; and provided, further, that such amount in any twelve-month period may be
increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of the Issuer or any direct or indirect
parent of the Issuer, in each case, received by the Issuer during such twelve-month period, in each case to members of management,
directors or consultants of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiaries to the extent the
cash proceeds from the sale of such Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant
to ‎‎Section 4.08(a)(C)(3) or clause ‎‎‎(ii) of this ‎‎Section
4.08(b);


 






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(v)             
the repurchase of Equity Interests deemed to occur upon the exercise of stock or share options to the extent such Equity Interests
represent a portion of the exercise price of those stock or share options;


 


(vi)            
so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or
accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any preferred stock or preference shares of
any Restricted Subsidiary issued on or after the Issue Date in accordance with ‎‎Section 4.06;


 


(vii)            
payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries
to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion
or exchange of Capital Stock of any such Person;


 


(viii)           
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted
Subsidiary to the holders of its Equity Interests (other than the Issuer or any Restricted Subsidiary) on no more than a pro rata
basis;


 


(ix)             
the making of (i) cash payments made by the Issuer or any of its Restricted Subsidiaries in satisfaction of the conversion obligation
upon conversion of convertible Indebtedness issued in a convertible notes offering and (ii) any payments by the Issuer or any of its Restricted
Subsidiaries pursuant to the exercise, settlement or termination of any related capped call, hedge, warrant or other similar transactions;


 


(x)              
any Permitted Tax Distributions;


 


(xi)             
any dividends or other distributions or payments (directly or indirectly) to any direct or indirect parent of the Issuer in the
ordinary course of business in respect of franchise or similar Taxes and other fees and expenses in connection with the maintenance of
its existence and its direct or indirect ownership of the Issuer; and


 


(xii)            
other Restricted Payments in an aggregate amount not to exceed $250.0 million since the Issue Date so long as, immediately after
giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing.


 






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The amount of all Restricted
Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed
to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


For purposes of determining
compliance with this covenant, (1) in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of one or more
categories (or subparts thereof) of Permitted Payments or Permitted Investments, or is entitled to be incurred pursuant to the first paragraph
of this covenant, the Issuer will be entitled to classify or reclassify such payment (or portion thereof) based on circumstances existing
on the date of such reclassification in any manner that complies with this covenant, and such payment (or portion thereof) will be treated
as having been made pursuant to the first paragraph of this covenant or such clause or clauses (or subparts thereof) in the definition
of Permitted Payments or Permitted Investments and (2) the amount of any return of or on capital from any Investment shall be netted against
the amount of such Investment for purposes of determining compliance with this covenant.


 


Section 4.09.         Asset Sales.


 


(a)              
The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an
Asset Sale unless:


 


(i)               
the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal
to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 


(ii)              
at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash,
Cash Equivalents or Replacement Assets or a combination thereof (which determination may be made by the Issuer, at its option, either
(x) at the time such Asset Sale is approved by the Issuer’s Board of Directors or (y) at the time the Asset Sale is completed).
For purposes of this clause ‎‎(ii), each of the following will be deemed to be cash:


 


(A)              
any liabilities, as recorded on the balance sheet of the Issuer or any Restricted Subsidiary (other than contingent liabilities
or liabilities that are by their terms subordinated to the Notes), that are assumed by the transferee of any such assets and as a result
of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against
further liabilities or that are otherwise retired or repaid;


 


(B)              
any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are
converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset
Sale, to the extent of the cash or Cash Equivalents received in that conversion;


 






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(C)              
 any Capital Stock or assets of the kind referred to in ‎‎Section 4.09(b)(ii) or ‎‎(iv)‎;


 


(D)              
Indebtedness (other than Indebtedness that is by its terms subordinated to the Notes) of any Restricted Subsidiary that is no longer
a Restricted Subsidiary as a result of such Asset Sale, to the extent that each Restricted Subsidiary is released from any Guarantee of
such Indebtedness in connection with such Asset Sale;


 


(E)              
consideration consisting of Indebtedness of the Issuer received from Persons who are not the Issuer or any Restricted Subsidiary;
and


 


(F)               
consideration other than cash, Cash Equivalents or Replacement Assets received by the Issuer or any Restricted Subsidiary in Asset
Sales with a Fair Market Value not exceeding $125.0 million in the aggregate outstanding at any one time.


 


(b)             
Within 450 days after the receipt of any Net Proceeds from an Asset Sale or any Event of Loss, the Issuer (or the applicable Restricted
Subsidiary, as the case may be) may apply such Net Proceeds:


 


(i)               
to repurchase the Notes pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”);


 


(ii)              
to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that
after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;


 


(iii)             
to make a capital expenditure;


 


(iv)             
to acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used or useful in a Permitted
Business;


 


(v)               to
repurchase, prepay, redeem or repay Indebtedness (A) of the Issuer or a Restricted Subsidiary (other than Indebtedness owed to the
Issuer or a Restricted Subsidiary), (B) of the Issuer that is secured by a Lien on the assets that were the subject of such Asset
Sale or Event of Loss or (C) of the Issuer that is pari passu in right of payment with the Notes; provided that, in
the case of this clause ‎‎(C), the Issuer (or the applicable Restricted Subsidiary) may repurchase,
prepay, redeem or repay such pari passu Indebtedness only if the Issuer (or the applicable Restricted Subsidiary) makes an
offer to all Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Sale Offer for an
aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes
outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate
principal amount outstanding of such pari passu Indebtedness;


 






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(vi)             
to enter into a binding commitment to apply the Net Proceeds pursuant to clause ‎(ii), ‎(iii)
or ‎(iv) of this ‎‎Section 4.09(b); provided that such binding commitment (or any
subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application
of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated
and (y) the 180th day following the expiration of the aforementioned 450 day period; or


 


(vii)           
any combination of the foregoing.


 


Pending the final application
of any Net Proceeds, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce borrowings under any revolving credit
facility, or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.


 


(c)             
Any Net Proceeds from Asset Sales or an Event of Loss that are not applied or invested as provided in ‎Section 4.09(b)
(it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in ‎‎Section
4.09(b)(i) or ‎‎‎(v) above shall be deemed to have been applied or invested whether or not such Notes Offer is
accepted) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $125.0 million (or
at an earlier time, at the option of the Issuer), within ten Business Days thereof, the Issuer will make an offer (an “Asset
Sale Offer”) to all Holders and may make an offer to all holders of other Indebtedness that is pari passu in right of
payment with the Notes with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets or events of loss to
purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued
interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be
purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to 100%
of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or
redemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date,
and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or a Restricted Subsidiary
may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds
the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds
so applied, the Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata
basis (or in the manner provided in ‎‎Section 3.03), based on the amounts tendered or required to be prepaid or redeemed.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.


 






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The Issuer will comply with
the requirements of Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations (and rules of any exchange on
which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations or exchange
rules conflict with the Asset Sale or Notes Offer provisions of this Indenture, the Issuer will comply with the applicable securities
laws, regulations and rules and will not be deemed to have breached its obligations under the Asset Sale or Notes Offer provisions of
this Indenture by virtue of such compliance.


 


Section 4.10.           
Transactions with Affiliates.


 


(a)             
The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the
Issuer (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million,
unless:


 


(i)           
the Affiliate Transaction is on terms that are, taken as a whole, no less favorable to the Issuer or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person who is
not such an Affiliate; and


 


(ii)           
the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $125.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officer’s
Certificate certifying that such Affiliate Transaction complies with this ‎‎Section 4.10 and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer (or in the event there
is only one disinterested director, by such disinterested director, or, in the event there are no disinterested directors, by unanimous
approval of the members of the Board of Directors of the Issuer).


 


(b)              
Notwithstanding the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be
subject to the provisions of ‎‎Section 4.10(a):


 


(i)               
any employment agreement, collective bargaining agreement, consulting agreement or employee benefit arrangements with any employee,
consultant, officer or director of the Issuer or any Restricted Subsidiary, including under any stock option, stock appreciation rights,
stock incentive or similar plans, entered into in the ordinary course of business;


 


(ii)              
transactions between or among the Issuer and/or its Restricted Subsidiaries;


 






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(iii)             
 transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because
the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(iv)             
payment of reasonable and customary fees, salaries, bonuses, compensation, other employee benefits and reimbursements of expenses
(pursuant to indemnity arrangements or otherwise) of Officers, directors, employees or consultants of the Issuer or any of its Restricted
Subsidiaries;


 


(v)             
any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;


 


(vi)             
Restricted Payments that do not violate ‎‎Section 4.08;


 


(vii)           
transactions pursuant to or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment,
modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially
more disadvantageous to the Holders than the original agreement as in effect on the Issue Date;


 


(viii)           
Permitted Investments (other than Permitted Investments described in clauses (c), (d), (e), (o), (p), (q) and (r) of the definition
thereof);


 


(ix)             
Management Advances;


 


(x)              
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course
of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries in
the reasonable determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms
at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;


 


(xi)             
the granting and performance of any registration rights for the Issuer’s Capital Stock;


 


(xii)            
any contribution to the capital of the Issuer;


 


(xiii)           
pledges of Equity Interests of Unrestricted Subsidiaries;


 


(xiv)            transactions
with respect to which the Issuer has obtained an opinion of an accounting, appraisal or investment banking firm of international
standing, or other recognized independent expert of international standing with experience appraising the terms and conditions of
the type of transaction or series of related transactions for which an opinion is required, stating that the transaction or series
of related transactions is (A) fair from a financial point of view taking into account all relevant circumstances or (B) on terms
not less favorable than might have been obtained in a comparable transaction at such time on an arm’s-length basis from a
Person who is not an Affiliate;


 






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(xv)            
[reserved]; and


 


(xvi)           
transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s
Certificate) between the Issuer and any other Person or a Restricted Subsidiary and any other Person with which the Issuer or any of its
Restricted Subsidiaries files a combined, consolidated, unitary or similar group tax return or which the Issuer or any of its Restricted
Subsidiaries is part of a group for tax purposes that are effected for the purpose of improving the combined, consolidated, unitary or
similar group tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any provision of this Indenture.


 


Section 4.11.         Purchase
of Notes upon a Change of Control.


 


(a)              
If a Change of Control Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control
Offer”) to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase
Price”) in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of Holders on the relevant Record
Dates to receive interest due on the relevant Interest Payment Date).


 


(b)             
Within 30 days following any Change of Control Triggering Event, the Issuer shall deliver a notice to each Holder of the Notes
at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures set forth in ‎‎Section
3.04, which notice shall state:


 


(i)               
that a Change of Control Triggering Event has occurred, and the date it occurred, and that a Change of Control Offer is being made;


 


(ii)              
the circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with
respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);


 


(iii)             
the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10
days nor later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described
in such notice;


 


(iv)             
that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control
Purchase Date unless the Change of Control Purchase Price is not paid;


 






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(v)              
 that any Note (or part thereof) not tendered shall continue to accrue interest; and


 


(vi)             
any other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance.


 


(c)              
On the Change of Control Purchase Date, the Issuer shall, to the extent lawful:


 


(i)               
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)              
deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes
properly tendered; and


 


(iii)            
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.


 


(d)              
The Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer
for such Notes, and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (or cause
to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered,
if any. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.


 


(e)              
This ‎‎Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.


 


(f)              
If the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date,
any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such
Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.


 


(g)               The
Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of paragraph 6 of the
Notes, unless and until there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary
contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such
Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is
made.


 






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(h)              
The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
(and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection
with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
or exchange rules conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities
laws, regulations and rules and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.


 


Section 4.12.           
Additional Amounts.


 


(a)              
All payments made by or on behalf of the Issuer (including, in each case, any successor entity) under or with respect to the Notes
shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding
or deduction of such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law to withhold
or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer is
or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2)
any jurisdiction from or through which any payment is made by or on behalf of the Issuer (including, without limitation, the jurisdiction
of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in
respect of any payments under or with respect to the Notes, including, without limitation, payments of principal, Redemption Price, purchase
price, interest or premium, the Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary
in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective
amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided,
however, that no Additional Amounts shall be payable with respect to:


 


(i)               
any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if
the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or
having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically
present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection
with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes,
the exercise or enforcement of rights under such Note, this Indenture, or the receipt of payments in respect of such Note;


 






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(ii)              
 any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is
required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the
Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(iii)             
any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(iv)            
any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;


 


(v)              
any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner
of the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding
or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction
in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that
the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial
owner is legally eligible to provide such certification or documentation;


 


(vi)             
any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by
or on behalf of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant
Note to, or otherwise accepting payment from, another Paying Agent;


 


(vii)            
any Taxes imposed on or with respect to any payment by the Issuer to the Holder of the Notes if such Holder is a fiduciary or partnership
or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments
had such Holder been the sole beneficial owner of such Note;


 


(viii)           
any Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory
thereof, including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Sections 1471 through 1474 of
the Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations
promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the
United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into
pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or


 






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(ix)           
 any combination of clauses ‎‎(i) through ‎‎(viii) above.


 


In addition to the foregoing,
the Issuer will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or
documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax
related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the
Notes, this Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of,
any of the Notes (limited, solely in the case of Taxes attributable to the receipt of any payments or that are imposed on or result from
a sale or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that
are not excluded under clauses ‎‎(i) through ‎‎(iii)
or ‎‎(v) through ‎‎(ix)
above or any combination thereof), save in each case for any such taxes, charges or levies which arise or are increased as a result of
any document effecting the registration, issue or delivery of any of the notes either being signed or executed in the United Kingdom or
being brought into the United Kingdom.


 


(b)              
If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect
to the Notes, the Issuer shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the
obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee
promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated
to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying
Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably
satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s
Certificate as conclusive proof that such payments are necessary.


 


(c)              
The Issuer, if it is the applicable withholding agent, shall make all withholdings and deductions (within the time period) required
by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer
shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld.
The Issuer shall furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes
so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or if, notwithstanding such entity’s
efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.


 


(d)             
Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount
of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall
be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof.


 






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(e)              
 This ‎‎Section 4.12 shall survive any termination, defeasance or discharge of this Indenture, any transfer
by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person
to the Issuer is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which
payment is made under or with respect to the Notes by or on behalf of such Person and, in each case, any political subdivision thereof
or therein.


 


Section 4.13.           
[Reserved].


 


Section 4.14.           
[Reserved].


 


Section 4.15.           
[Reserved].


 


Section 4.16.           
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)              
The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(i)               
pay dividends or make any other distributions on its Capital Stock to the Issuer or any Restricted Subsidiary, or with respect
to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary;


 


(ii)              
make loans or advances to the Issuer or any Restricted Subsidiary; or


 


(iii)             
sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary;


 


provided that (x) the priority of any preferred
stock or preference shares in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid
on common stock or ordinary shares, (y) the subordination of (including the application of any standstill period to) loans or advances
made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary and (z) the
provisions contained in documentation governing or relating to Indebtedness requiring transactions between or among the Issuer and any
Restricted Subsidiary or between or among any Restricted Subsidiaries to be on fair and reasonable terms or on an arm’s-length basis,
in each case, shall not be deemed to constitute such an encumbrance or restriction.


 


(b)           
The provisions of ‎‎Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or
by reason of:


 


(i)            agreements
or instruments governing or relating to Existing Indebtedness (including pursuant to the ARCA, the Existing Notes, the New
Exchangeable Notes, the New Secured Notes and the ECA Facilities and the related documentation, and including certain perpetual
licenses (and any sublicenses thereunder) with respect to certain intellectual property granted by NCL US IP Co 2, LLC, a Delaware
limited liability company, and the U.S. Branch of NCL UK IP Co Ltd, a private limited company organized under the laws of England
and Wales, to the Issuer in connection with the Existing Secured Notes) and any amendments, restatements, modifications, renewals,
supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings are not materially less favorable, taken as a whole,
to the Holder with respect to such dividend and other payment restrictions than those contained in those agreements or instruments
on the Issue Date (as determined in good faith by the Issuer);


 






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(ii)              
the Note Documents;


 


(iii)             
agreements or instruments governing other Indebtedness permitted to be incurred under ‎‎Section 4.06
and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;
provided that the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will
not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes;


 


(iv)      
        applicable law, rule, regulation or order or the terms of any license, authorization,
concession or permit;


 


(v)              
any agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by the Issuer or any of
its Restricted Subsidiaries as in effect at the time of such acquisition (other than any agreement or instrument entered into in connection
with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(vi)            
customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;


 


(vii)            
purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions
on the property purchased or leased of the nature set forth in ‎‎Section 4.16(a)(iii) or any encumbrance or
restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture;


 


(viii)           
any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of
a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;


 






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(ix)             
 Permitted Refinancing Indebtedness; provided that either (i) the restrictions contained in the agreements or instruments
governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements
or instruments governing the Indebtedness being refinanced or (ii) the Issuer determines at the time of the incurrence of such Indebtedness
that such encumbrances or restrictions will not adversely effect, in any material respect, the Issuer’s ability to make principal
or interest payments on the Notes;


 


(x)              
Liens permitted to be incurred under ‎‎Section 4.07 that limit the right of the debtor to dispose of
the assets subject to such Liens;


 


(xi)             
provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment
or Permitted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only
to the assets that are the subject of such agreements;


 


(xii)             
restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding
companies, in each case, under contracts entered into in the ordinary course of business;


 


(xiii)           
any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that
such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease;


 


(xiv)           
any encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted
Subsidiary that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation
and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than
such Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions
are customary for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected to affect the ability
of the Issuer to make payments under the Notes and this Indenture;


 


(xv)             customary
encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture;


 


(xvi)           
[reserved]; and


 


(xvii)           any
encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or
supplements the agreements containing the encumbrances or restrictions in the foregoing clauses ‎‎(i)
through ‎‎(xvi), or in this clause ‎‎(xvii); provided that the terms and
conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to
the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented.


 






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Section 4.17.           
Designation of Restricted and Unrestricted Subsidiaries.


 


(a)           
The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default.


 


(b)           
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments
owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an
Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under ‎‎Section
4.08 or under one or more clauses of the definition of “Permitted Investments,” as determined by the Issuer. The designation
of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


(c)           
The Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.


 


(d)           
Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate
certifying that such designation complied with the preceding conditions and was permitted by ‎‎Section 4.08. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred
by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under ‎‎Section
4.06, the Issuer will be in default of such ‎‎Section 4.06. The Board of Directors of the Issuer may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only
be permitted if (i) such Indebtedness is permitted under ‎‎Section 4.06, calculated on a pro forma basis as
if such designation had occurred at the beginning of the applicable reference period; and (ii) no Default or Event of Default would be
in existence following such designation.


 


Section 4.18.           
[Reserved.]


 






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Section 4.19.           
Reports to Holders.


 


(a)               So
long as any Notes are outstanding, notwithstanding that a Reporting Entity may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to the rules and regulations promulgated by the Commission, the Reporting Entity will file with the
Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the
Reporting Entity (or if the Reporting Entity is not then subject to the reporting requirements of the Exchange Act, then the time
periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations)
(in either case, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the
Commission):


 


(i)               
all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable
form, filed with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section and a report on the annual financial statements by the Reporting Entity’s independent registered public accounting firm;


 


(ii)              
all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable
form, filed with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section; and


 


(iii)             
all current reports that would be required to be filed with the Commission on Form 8-K, or any successor or comparable form, if
the Reporting Entity were required to file such reports,


 


in each case in a manner that complies in all
material respects with the requirements specified in such form provided, however, that the Trustee shall have no responsibility
whatsoever to determine if such filing has occurred.


 


Notwithstanding the foregoing,
(A) neither the Issuer nor another Reporting Entity will be required to furnish any information, certificates or reports that would otherwise
be required by Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (B) such reports
will not be required to contain financial information required by Rule 3-10 or Rule 3-16 of Regulation S-X, (C) such reports shall be
subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in the Offering
Memorandum and shall not be required to present compensation or beneficial ownership information and (D) the Issuer’s determination
that it is a “foreign private issuer” (as such term is defined in the Securities Act or the Exchange Act) shall be conclusive
with respect to the determination of which Exchange Act form or forms of reports, information and documents are required to be provided
pursuant to this covenant, until such time as the Issuer or the Commission determines that the Issuer does not qualify as a “foreign
private issuer” (as so defined) for purposes of providing such reports, information and documents.


 


The financial
statements, information and other documents required to be provided as described in this Section 4.19 may be those of (i) the Issuer
or (ii) any direct or indirect parent of the Issuer (any such entity, a “Reporting Entity”), so long as in the
case of (ii) such direct or indirect parent of the Issuer shall not conduct, transact or otherwise engage, or commit to conduct,
transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity
Interests in, and its management of the Issuer; provided that, if the financial information so furnished relates to such direct
or indirect parent of the Issuer, the same is accompanied by a reasonably detailed description of the quantitative differences
between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Subsidiaries on
a standalone basis, on the other hand.


 






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(b)              
The requirements set forth in Section 4.19(a) may be satisfied by delivering such information to the Trustee and posting copies
of such information on a website or on IntraLinks or any comparable online data system or website.


 


(c)              
Not later than ten Business Days after the furnishing of each such report discussed in ‎‎Section 4.19(a)(i)
or ‎(ii), the Issuer will hold a conference call related to the report. Details regarding access to such conference call
will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website
on which the report is posted.


 


(d)             
The Issuer will make the information described in ‎‎Section 4.19(a) available electronically to prospective
investors upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer is not subject to Section
13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b)
of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.


 


(e)              
Notwithstanding the foregoing clauses ‎‎(a) through ‎‎(d) of this ‎‎Section
4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors,
market makers, securities analysts and the Trustee for all purposes of this Indenture if the Reporting Entity has filed such reports with
the Commission via the EDGAR filing system (or any successor system) and such reports are publicly available.


 


(f)               
Delivery of reports, information and documents to the Trustee is for informational purposes only, and its receipt of such reports,
information and documents shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s or any other Person’s compliance with any of its covenants under this Indenture
or the Notes (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates delivered pursuant to this Indenture).
The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or
in connection with this Indenture or the transactions contemplated thereunder.


 


Section 4.20.           
Covenant Fall-Away Events


 


If on any date following
the Issue Date, (i) the Notes have Investment Grade Ratings from at least two of the Rating Agencies and (ii) no Default has
occurred and is continuing under this Indenture, then, beginning on such date (the occurrence of the events described in the
foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Fall-Away Event”), the covenants
specifically listed under the provisions of this Indenture described pursuant to Sections 4.06, 4.08, 4.09, 4.10 and 4.16 and Clause
5.01(a)(iv) of Section 5.01 shall be terminated regardless of whether the conditions set forth in clause (i) and (ii) continue to be
satisfied. The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Fall-Away
Event. The Trustee shall not have any duty to monitor whether or not a Covenant Fall-Away Event has occurred, nor any duty to notify
the Holders of the Notes of any of the foregoing.


 






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Article
Five

Merger, Amalgamation, Consolidation or Sale of Assets


 


Section 5.01.           
Merger, Amalgamation, Consolidation or Sale of Assets.


 


(a)           
The Issuer will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not the
Issuer is the surviving company or corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to
another Person, unless:


 


(i)           
either: (A) the Issuer is the surviving company or corporation; or (B) the Person formed by or surviving any such consolidation,
amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition
has been made is an entity incorporated, organized or existing under the laws of any Permitted Jurisdiction;


 


(ii)           the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes, by a Supplemental Indenture entered into
with the Trustee, all the obligations of the Issuer under the Notes and this Indenture;


 


(iii)          immediately after such transaction, no Default or Event of Default is continuing;


 


(iv)          the
Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer), or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made would, on the date of such transaction after giving
pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in ‎‎Section 4.06(a); and


 






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(v)           the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation,
amalgamation, merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture, comply
with this ‎‎Section 5.01 and that all conditions precedent provided for in this Indenture relating to such
transaction have been complied with.


 


Clause ‎(iv)
of this ‎‎Section 5.01(a) shall not apply to any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger, amalgamation or consolidation
of the Issuer with or into an Affiliate solely for the purpose of reincorporating or continuing the Issuer in another jurisdiction for
tax reasons.


 


Section 5.02.           
Successor Substituted. Upon any consolidation, amalgamation or merger, or any sale, conveyance, transfer, lease or other
disposition of all or substantially all of the property and assets of the Issuer in accordance with ‎‎Section
5.01 of this Indenture, any surviving entity formed by such consolidation or amalgamation or into which the Issuer is merged or to which
such sale, conveyance, transfer, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if such surviving entity had been named as the Issuer herein;
provided that the Issuer shall not be released from its obligation to pay the principal of, premium, if any, or interest and Additional
Amounts, if any, on the Notes in the case of a lease of all or substantially all of its property and assets.


 


Article
Six

Defaults and Remedies


 


Section 6.01.           
Events of Default.


 


(a)           
Each of the following shall be an “Event of Default”:


 


(i)           
default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes;


 


(ii)           default
in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;


 


(iii)          failure by the Issuer to comply with ‎‎Sections ‎‎4.11 or ‎‎5.01;


 


(iv)          failure by the Issuer for 60 days after written notice to the Issuer by the Trustee or the Holders of at least 30% in aggregate
principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in this Indenture (other
than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clause ‎‎(i),
‎‎(ii) or ‎‎(iii) above);


 






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(v)          
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Issuer or any of its Restricted Subsidiaries), other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries, whether
such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:


 


(A)           
is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness
on the date of such default; or


 


(B)           
results in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each
case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other
such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, equals or exceeds $125.0 million
in aggregate;


 


(vi)          failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $125.0 million (exclusive of any amounts for which a solvent insurance company has acknowledged liability), which
judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement
of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;


 


(vii)         [reserved];


 


(viii)        [reserved]; or


 


(ix)          (A)
a court having jurisdiction over the Issuer or a Significant Subsidiary enters (x) a decree or order for relief in respect of the Issuer
or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary in an involuntary case or proceeding under any Bankruptcy Law or (y) a decree
or order adjudging the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary, or any group of
its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any such Subsidiary
or group of Restricted Subsidiaries under any Bankruptcy Law, or appointing a Custodian of the Issuer or any such Subsidiary or group
of Restricted Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive
days or (B) the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case under any Bankruptcy Law
or consents to the entry of an order for relief in an involuntary case under any Bankruptcy Law, (ii) consents to the appointment of
or taking possession by a Custodian of the Issuer or any such Subsidiary or group of Restricted Subsidiaries or for all or substantially
all the property and assets of the Issuer or any such Subsidiary or group of Restricted Subsidiaries, (iii) effects any general assignment
for the benefit of creditors or (iv) admits in writing that it generally is not paying its debts as they become due or is found by a
court of competent jurisdiction not to be so paying such debts.


 






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(b)           
If a Default or an Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the
Trustee shall deliver to each Holder notice of the Default or Event of Default within the earlier of 90 days after its occurrence or 30
days after it received actual knowledge thereof by registered or certified mail or facsimile transmission of an Officer’s Certificate
specifying such event, notice or other action, its status and what action the Issuer is taking or proposes to take with respect thereto.
Except in the case of a Default or an Event of Default in payment of principal of, premium, if any, and Additional Amounts or interest
on any Notes, the Trustee may withhold the notice to the Holders of such Notes if a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders. The Trustee shall not be deemed to have knowledge of a Default
unless a Responsible Officer has actual knowledge of such Default or a Responsible Officer receives a notice of default at its corporate
trust officer and such notice specifies the Default or Event of Default and the applicable section(s) of this Indenture subject to such
Default or Event of Default. The Issuer shall also notify the Trustee within 30 days of the occurrence of any Default stating what action,
if any, they are taking with respect to that Default.


 


(c)           
If any report or conference call required by ‎Section 4.19 is provided after the deadlines indicated for such report
or conference call, the provision of such report or conference call shall cure a Default caused by the failure to provide such report
or conference call prior to the deadlines indicated, so long as no Event of Default shall have occurred and be continuing as a result
of such failure.


 


Section 6.02.           
Acceleration.


 


(a)            If
an Event of Default (other than an Event of Default specified in ‎‎Section 6.01(a)(ix)) occurs and is continuing,
the Trustee may, or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes by written notice to the
Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at
least 30% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. In
the event a declaration of acceleration of the Notes pursuant to ‎‎Section 6.01(a)(v) has occurred and is
continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default
triggering such Event of Default pursuant to ‎‎Section 6.01(a)(v) shall be remedied or cured, or waived by the
Holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in
full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent jurisdiction.


 






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(b)           
In the case of an Event of Default arising under ‎‎Section 6.01(a)(ix), with respect to the Issuer, any Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.


 


(c)           
[Reserved]


 


(d)           
Upon the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration, the entire unpaid principal
amount of such Notes plus accrued and unpaid interest thereon shall all be immediately due and payable.


 


(e)           
The holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on
behalf of the holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences
under this Indenture, except a continuing Default or Event of Default:


 


(i)           
in the payment of the principal of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting holder
(which may only be waived with the consent of each holder of Notes affected); or


 


(ii)           
for any Note held by a non-consenting holder, in respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Note affected by such modification or amendment.


 


Upon any such rescission or
waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose
under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


(f)             Holders
of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other holders of the Notes (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in
personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it
determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal,
interest or Additional Amounts or premium, if any.


 






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(g)           
Subject to the provisions of ‎‎Article Seven, in case an Event of Default occurs and is continuing, the Trustee
will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless
such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except
(subject to the provisions of ‎‎Article Nine) to enforce the right to receive payment of principal, premium, if any,
or interest or Additional Amounts when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:


 


(i)           
such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)           Holders
of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;


 


(iii)          such Holders have offered, and if requested, provide to the Trustee reasonable security or indemnity against any loss, liability
or expense;


 


(iv)          the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and


 


(v)          
Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


(h)           
Within 30 days of the occurrence of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement
specifying such Default or Event of Default.


 


Section 6.03.           
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in
equity to collect the payment of principal of, or interest if any, on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


 


All rights of action and claims
under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative to the extent permitted by law.


 






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Section 6.04.           Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may, by written
notice to the Trustee, on behalf of the Holders of all the Notes, waive any past Default hereunder and its consequences, except a Default:


 


(a)           
in the payment of the principal of, premium, if any, Additional Amounts, if any, or interest on any Note; or


 


(b)           
in respect of a covenant or provision hereof which under ‎‎Article Nine cannot be modified or amended without
the consent of the holders of each Note affected by such modification or amendment.


 


Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 


Section 6.05.           
Control by Majority. The Holders of a majority in aggregate principal amount of the Notes may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee
under this Indenture; provided that:


 


(a)           
the Trustee may refuse to follow any direction that conflicts with law, this Indenture or that the Trustee determines, without
obligation, in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction;


 


(b)           
the Trustee may refuse to follow any direction that the Trustee determines is unduly prejudicial to the rights of other Holders
or would involve the Trustee in personal liability; and


 


(c)           
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 6.06.           
Limitation on Suits. A Holder may not institute any proceedings or pursue any remedy with respect to this Indenture or the
Notes unless:


 


(a)           
Such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)           
the Holders of at least 30% in aggregate principal amount of outstanding Notes shall have made a written request to the Trustee
to pursue such remedy;


 


(c)           
such Holder or Holders offer the Trustee indemnity and/or security (including by way of pre-funding) reasonably satisfactory to
the Trustee against any costs, liability or expense;


 






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(d)           
 the Trustee does not comply with the request within 30 days after receipt of the request and the offer of indemnity and/or security
(including by way of pre-funding); and


 


(e)           
during such 30-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee
a direction that is inconsistent with the request.


 


The limitations in the foregoing
provisions of this ‎‎Section 6.06, however, do not apply to
a suit instituted by a Holder for the enforcement of the payment of the principal of, premium, if any, Additional Amounts, if any, or
interest, if any, on such Note on or after the respective due dates expressed in such Note.


 


A Holder may not use this
Indenture to prejudice the rights of any other Holder or to obtain a preference or priority over another Holder.


 


Section 6.07.           
Unconditional Right of Holders to Bring Suit for Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder to bring suit for the enforcement of payment of principal, premium, if any, Additional
Amounts, if any, and interest, if any, on the Notes held by such Holder, on or after the respective due dates expressed in the Notes shall
not be impaired or affected without the consent of such Holder.


 


Section 6.08.           
Collection Suit by Trustee. The Issuer covenants that if default is made in the payment of:


 


(a)           
any installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30
days, or


 


(b)           
the principal of (or premium, if any, on) any Note at the Stated Maturity thereof,


 


the Issuer shall, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and
premium, if any), Additional Amounts, if any and interest, and interest on any overdue principal (and premium, if any) and Additional
Amounts, if any and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the amounts provided for
in ‎‎Section 7.05 and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


If the Issuer fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.


 






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Section
6.09.            Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under ‎‎Section
7.05) and the Holders allowed in any judicial proceedings relative to the Issuer, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders at their direction in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the properly incurred compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under ‎‎Section
7.05. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to the Trustee under Section 7.05 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money securities and other properties which the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise.


 


Nothing herein contained shall
be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 6.10.           
Application of Money Collected. If the Trustee collects any money or property pursuant to this ‎‎Article
Six, it shall pay out the money or property in the following order:


 


FIRST: to the Trustee
and any Agent for amounts due under ‎‎Section 7.05;


 


SECOND: to Holders
for amounts due and unpaid on the Notes for principal of, premium, if any, interest, if any, and Additional Amounts, if any, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest,
if any, and Additional Amounts, if any, respectively; and


 


THIRD: to the Issuer
or any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct.


 






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The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this ‎‎Section
6.10. At least 30 days before such record date, the Issuer shall deliver to each Holder and the Trustee a notice that states the record
date, the payment date and amount to be paid.


 


Section 6.11.           
Undertaking for Costs. A court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in
the suit of an undertaking to pay the costs of such suit, and such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This ‎‎Section 6.11 does not apply to a suit by the
Trustee, a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes or to any suit by any Holder pursuant
to ‎‎Section 6.07.


 


Section 6.12.           
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.


 


Section
6.13.            Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes in ‎‎Section 2.07, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.           
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this ‎‎Article Six or
by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


Section
6.15.            Record
Date. The Issuer may set a record date for purposes of determining the identity of Holders entitled to vote or to consent to any
action by vote or consent authorized or permitted by Sections ‎‎6.04 and ‎‎6.05.
Unless this Indenture provides otherwise, such record date shall be the later of 30 days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished to the Trustee pursuant to ‎‎Section
2.05 prior to such solicitation.


 


Section 6.16.           
Waiver of Stay or Extension Laws. Each Issuer covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.


 






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Article
Seven

Trustee


 


Section 7.01.           
Duties of Trustee.


 


(a)           
If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)           
Subject to the provisions of ‎‎Section 7.01(a), (i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture. In the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished
to the Trustee, the Trustee shall examine same to determine whether they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(c)           
[Reserved].


 


(d)           
The Trustee shall not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act
or its own willful misconduct, except that:


 


(i)           
this paragraph does not limit the effect of paragraph ‎(b) of this ‎‎Section 7.01;


 


(ii)           
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee unless it
is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(iii)           
 the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to ‎Section ‎6.02 or ‎‎6.05.


 






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(e)           
The Trustee and any Paying Agent shall not be liable for interest on any money received by it except as the Trustee and any Paying
Agent may agree in writing with the Issuer. Money held by the Trustee or the Principal Paying Agent need not be segregated from other
funds except to the extent required by law and, for the avoidance of doubt, shall not be held in accordance with the UK client money rules.


 


(f)            
No provision of this Indenture shall require the Trustee, each Agent or the Principal Paying Agent to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to
it.


 


(g)           
Any provisions hereof relating to the conduct or affecting the liability of or affording protection to the Trustee or each Agent,
as the case may be, shall be subject to the provisions of this ‎‎Section 7.01.


 


Section 7.02.           
Certain Rights of Trustee.


 


(a)           
Subject to ‎‎Section 7.01:


 


(i)           
following the occurrence of a Default or an Event of Default, the Trustee is entitled to require all Agents to act under its direction;


 


(ii)           
the Trustee may rely conclusively, and shall be protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper person;


 


(iii)         
before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both,
which shall conform to ‎‎Section 12.04. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such certificate or opinion and such certificate or opinion will be equal to complete authorization;


 


(iv)         
the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney
or agent appointed with due care by them hereunder;


 


(v)          
the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders, unless such Holders shall have offered to the Trustee an indemnity (including by way of pre-funding)
satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;


 






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(vi)          unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient
if signed by an officer of such Issuer;


 


(vii)        
the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers;


 


(viii)        whenever, in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(ix)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee may (without a corresponding duty to do so) make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Issuer personally or by agent or attorney;


 


(x)           
the Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its
powers under this Indenture;


 


(xi)          in the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing
less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee
may determine what action, if any, will be taken and shall incur no liability for its failure to act until such inconsistency or conflict
is, in its reasonable opinion, resolved;


 


(xii)         the
permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do
so;


 


(xiii)        delivery
of reports, information and documents to the Trustee under ‎‎Section 4.19 is for informational purposes only
and the Trustee’s receipt of the foregoing will not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s or any of its Restricted Subsidiary’s compliance
with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates);


 


(xiv)         the
rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture, including, without limitation, its
rights to be indemnified and compensated, are extended to, and will be enforceable by the Trustee in each of its capacities
hereunder, the Registrar, the Agents, and each agent, custodian and other Person employed to act hereunder;


 






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(xv)         the Trustee may consult with counsel or other professional advisors and the advice of such counsel or professional advisor or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;


 


(xvi)        the
Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Restricted Subsidiaries in ‎‎Article
Four hereof;


 


(xvii)       the
Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable
for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed
under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase,
as applicable, of any interest in any Notes, but may at its sole discretion, choose to do so;


 


(xviii)      in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism,
civil or military disturbances, public health emergencies, nuclear or natural catastrophes, pandemics or acts of God; it being understood
that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances; and


 


(xix)         the Trustee shall not under any circumstance be liable for any indirect or consequential loss, special or punitive damages (including
loss of business, goodwill or reputation, opportunity or profit of any kind) of the Issuer or any Restricted Subsidiary even if advised
of it in advance and even if foreseeable.


 


(b)           
The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may
be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.


 


(c)           
[Reserved].


 


(d)           
[Reserved].


 


(e)           
[Reserved].


 


(f)            
[Reserved].


 






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(g)           
 The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of
its powers under this Indenture or the Notes.


 


(h)           
The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions
under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances
beyond its control.


 


(i)            
No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable
law or regulation.


 


(j)            
The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in
its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable,
the State of New York and may without liability (other than in respect of actions constituting willful misconduct or gross negligence)
do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


(k)           
The Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations
contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which
would require repayment of the Notes has occurred.


 


(l)            
[Reserved].


 


(m)          
In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture
sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided that any communication
sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign
(or such other digital signature provider as specified in writing to Trustee by the authorized representative). If the party elects to
give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects
to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with
such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to the Trustee, including without limitation the risk of the Trustee, acting on unauthorized instructions, and the risk or interception
and misuse by third parties.


 


Section
7.03.            Individual
Rights of Trustee. The Trustee, any Transfer Agent, any Paying Agent, any Registrar or any other agent of the Issuer or of the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, may otherwise deal with the Issuer
with the same rights it would have if it were not Trustee, Paying Agent, Transfer Agent, Registrar or such other agent. The Trustee
may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer or any
of its Affiliates or Subsidiaries as if it were not performing the duties specified herein, and may accept fees and other
consideration from the Issuer for services in connection with this Indenture and otherwise without having to account for the same to
the Trustee or to the Holders from time to time.


 






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Section 7.04.           
Disclaimer of Trustee. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or the Notes. The Trustee shall not be accountable for the Issuer’s
use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture
nor shall it be responsible for the use or application of any money received by any Paying Agent other than the Trustee and it will not
be responsible for any statement or recital herein or any statement on the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication.


 


Section 7.05.           
Compensation and Indemnity. The Issuer shall pay to the Trustee (acting in any capacity hereunder) such compensation as
shall be agreed in writing for their services hereunder. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all properly incurred disbursements,
advances or expenses incurred or made by them, including costs of collection, in addition to the compensation for their services. Such
expenses shall include the properly incurred compensation, disbursements, charges, advances and expenses of the Trustee’s agents
and counsel.


 


The Issuer shall
indemnify the Trustee (acting in any capacity hereunder) and each of its officers, directors, employees and agents against any and
all loss, liability or expense (including attorneys’ fees and expenses) incurred by either of them without willful misconduct
or gross negligence on their part arising out of or in connection with the administration of this trust and the performance of their
duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer (including this ‎‎Section
7.05) and defending themselves against any claim, whether asserted by the Issuer, any Holder or any other Person, or liability in
connection with the execution and performance of any of their powers and duties hereunder). The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer
of its obligations hereunder. The Issuer shall, at the sole discretion of the Trustee, defend the claim and the Trustee may
cooperate and may participate at the Issuer’s expense in such defense. Alternatively, the Trustee may at its option have
separate counsel of their own choosing and the Issuer shall pay the properly incurred fees and expenses of such counsel. The Issuer
need not pay for any settlement made without its consent, which consent may not be unreasonably withheld. The Issuer shall not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own
willful misconduct or gross negligence (as determined by a final, non-appealable judgment of a court of competent jurisdiction).


 






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To secure the Issuer’s
payment obligations in this ‎‎Section 7.05, the Trustee shall
have a Lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or
property, held in trust to pay principal of, premium, if any, Additional Amounts, if any, and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of all Notes under this Indenture.


 


When the Trustee incurs expenses
after the occurrence of a Default specified in ‎‎Section 6.01(a)(ix)
with respect to the Issuer or any Restricted Subsidiary, the expenses are intended to constitute expenses of administration under Bankruptcy
Law.


 


The Issuer’s obligations
under this ‎‎Section 7.05 and any claim or Lien arising hereunder
shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Issuer’s obligations pursuant to
‎‎Article Eight and any rejection or termination under any
Bankruptcy Law, and the termination of this Indenture.


 


Section 7.06.           
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this ‎‎Section
7.06.


 


The Trustee may resign at
any time without giving any reason by so notifying the Issuer. The Holders of a majority in outstanding principal amount of the outstanding
Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing at least 30 days prior to such removal. The Issuer
shall remove the Trustee if:


 


(a)           
the Trustee fails to comply with ‎‎Section 7.09;


 


(b)           
the Trustee is adjudged bankrupt or insolvent;


 


(c)           
a receiver or other public officer takes charge of the Trustee or its property; or


 


(d)           
the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or
is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint
a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance
required by the next succeeding paragraph of this ‎‎Section
7.06 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in
principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee, as the case may be, and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall deliver a notice of its succession to Holders. The
retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee; provided
that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in ‎‎Section
7.05.


 






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If a successor Trustee does
not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at
least 30% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Issuer. Without prejudice to the right of the Issuer to appoint a successor Trustee in accordance with the
provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor
Trustee takes office.


 


If the Trustee fails to comply
with ‎‎Section 7.09, any Holder who has been a bona fide Holder
of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 


Notwithstanding the replacement
of the Trustee pursuant to this ‎‎Section 7.06, the Issuer’s
obligations under ‎‎Section 7.05 shall continue for the benefit
of the retiring Trustee.


 


Section 7.07.           
Successor Trustee by Merger. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided
such corporation shall be otherwise qualified and eligible under this ‎‎Article
Seven, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated, any successor Trustee
may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases
such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee
shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes
in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 


Section 7.08.           
[Reserved].


 


Section
7.09.            Eligibility;
Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the
laws of England and Wales or the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles
and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the
Offering Memorandum. The Trustee shall have a combined capital and surplus of at least $50,000,000, as set forth in its most recent
published annual report of condition.


 






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Section 7.10.           
Appointment of Co-Trustee.


 


(a)           
It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the
right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation
under this Indenture, and in particular in case of the enforcement thereof on Default, or in the case the Trustee deems that by reason
of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee
or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith,
it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this
‎‎Section 7.10 are adopted to these ends.


 


(b)           
In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy,
power, right, claim, demand, cause of action, immunity, estate, title, interest and Lien expressed or intended by this Indenture to be
exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee
but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent
that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them.


 


(c)           
Should any instrument in writing from the Issuer be required by the separate or co-trustee so appointed by the Trustee for more
fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all
such instruments in writing shall to the extent permitted by the laws of the State of New York and the jurisdictions of organization of
the Issuer, on request, be executed, acknowledged and delivered by the Issuer; provided that if an Event of Default shall have
occurred and be continuing, if the Issuer do not execute any such instrument within 15 days after request therefor, the Trustee shall
be empowered as an attorney-in-fact for the Issuer to execute any such instrument in the Issuer’s name and stead. In case any separate
or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights,
powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or co-trustee.


 






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(d)           
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)           
 all rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed
by such separate trustee or co-trustee; and


 


(ii)           
no trustee hereunder shall be liable by reason of any act or omission of any other trustee hereunder.


 


(e)           
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer
to this Indenture and the conditions of this ‎‎Article Seven.


 


(f)            
Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successors
trustee.


 


Section 7.11.           
Resignation of Agents.


 


(a)           
Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for
any costs associated therewith by giving to the Issuer and the Trustee and (except in the case of resignation of the Principal Paying
Agent) the Principal Paying Agent 30 days’ written notice to that effect (waivable by the Issuer and the Trustee); provided
that in the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent
(approved in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties
hereby conferred and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer
shall promptly give notice thereof to the Holders in accordance with ‎‎Section 12.01. Such notice shall expire at least
30 days before or after any due date for payment in respect of the Notes.


 


(b)           
If any Agent gives notice of its resignation in accordance with this ‎‎Section 7.11 and a replacement Agent
is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself
appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment, the Issuer shall
give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining
Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had
entered into an agreement in the form mutatis mutandis of this Indenture.


 


(c)            Upon
its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder hereof to the
successor Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or
responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously
rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith.


 






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Section 7.12.           
Agents General Provisions.


 


(a)    Actions
of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint
and several.


 


(b)   
Agents of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee
may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from,
the Trustee. Prior to receiving such written notification from the Trustee, the Agents shall be the agents of the Issuer and need have
no concern for the interests of the Holders.


 


(c)    
Funds held by Agents. The Agents will hold all funds subject to the terms of this Indenture.


 


(d)   
Publication of Notices. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Issuer
will be met upon delivery of the notice to DTC.


 


(e)    
Instructions. In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to
seek clarification from the Issuer or other party entitled to give the Agents instructions under this Indenture by written request promptly,
and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance
with this ‎‎Section 7.12, then such Agent shall be entitled to take no action until such clarification is provided,
and shall not incur any liability for not taking any action pending receipt of such clarification.


 


(f)    
No Fiduciary Duty. No Agent shall be under any fiduciary duty or other obligation towards, or have any relationship of agency or
trust, for or with any person.


 


(g)    Mutual
Undertaking. Each party shall, within ten Business Days of a written request by another party, supply to that other party such
forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for
the purposes of that other party’s compliance with applicable law and shall notify the relevant other party reasonably
promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or
becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms,
documentation or other information pursuant to this ‎‎Section 7.12(g) to the extent that: (i) any such form,
documentation or other information (or the information required to be provided on such form or documentation) is not reasonably
available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the
reasonable opinion of such party constitute a breach of any: (A) applicable law or (B) duty of confidentiality. For purposes of this ‎‎Section
7.12(g), “applicable law” shall be deemed to include (iii) any rule or practice of any regulatory or governmental
authority by which any party is bound or with which it is accustomed to comply; (iv) any agreement between any Authorities; and (v)
any agreement between any regulatory or governmental authority and any party that is customarily entered into by institutions of a
similar nature.


 






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(h)    
Tax Withholding.


 


(i)     
In order to enable the Issuer and the Agents to comply with any of their obligations with respect to this Indenture and the Notes
under FATCA, each of the Issuer and each Agent shall provide each other such reasonable information that is within its possession and
is reasonably requested by the other to assist the other in determining whether it has tax related obligations under FATCA.


 


(ii)    
Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any
payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by an Authority, in which event
the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within
the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return
to the Issuer the amount so deducted or withheld and provide the Issuer with the reason for such deduction or withholding, in which case,
the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or
withholding which is deemed to be required by an Authority for the purposes of this ‎Section 7.12(h)(ii).


 


Article
Eight

Defeasance; Satisfaction and Discharge


 


Section 8.01.      
Issuer’s Option to Effect Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time prior to
the Stated Maturity of the Notes, by a resolution of its Board of Directors, elect to have either ‎‎Section
8.02 or Section ‎‎8.03 be applied to all outstanding Notes upon compliance with
the conditions set forth below in this ‎‎Article Eight.


 


Section
8.02.      Defeasance
and Discharge. Upon the Issuer’s exercise under ‎‎Section 8.01 of
the option applicable to this ‎‎Section 8.02, the Issuer shall be deemed to
have been discharged from its obligations with respect to the Notes on the date the conditions set forth in ‎‎Section
8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the
Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and to have
satisfied all of its other obligations under the Notes and this Indenture (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive, solely from the trust fund described
in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and
interest (including Additional Amounts) on such Notes when such payments are due, (b) the Issuer’s obligations with respect to
the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith and (d) the provisions of this ‎‎Article
Eight. Subject to compliance with this ‎‎Article Eight, the Issuer may
exercise its option under this ‎‎Section 8.02 notwithstanding the prior
exercise of its option under ‎‎Section 8.03 below with respect to the Notes.
If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default.


 






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Section 8.03.     
Covenant Defeasance. Upon the Issuer’s exercise under ‎‎Section
8.01 of the option applicable to this ‎‎Section 8.03, the Issuer shall be released
from its obligations under any covenant contained in Sections ‎‎4.04 through ‎‎4.11,
‎‎4.15 through ‎4.17, ‎‎4.19
and ‎‎5.01 with respect to the Notes on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that,
the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


Section 8.04.      
Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)    
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will
be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to
pay the principal of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes on the stated date for payment
thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to
such stated date for payment or to a particular Redemption Date;


 


(b)    
in the case of Legal Defeasance, the Issuer must deliver to the Trustee:


 


(i)      an
opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (i) the Issuer has received
from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a
change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel
will confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred; and


 


(ii)     
an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee,
to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result
of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not occurred;


 






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(c)    
in the case of Covenant Defeasance, the Issuer must deliver to the Trustee:


 


(i)     
an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the beneficial owners
of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred; and


 


(ii)    
an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee,
to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as
a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and
at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(d)    
no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness),
and the granting of Liens to secure such borrowings);


 


(e)   
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced)
to which the Issuer is a party or by which the Issuer is bound;


 


(f)    
the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying
or defrauding any creditors of the Issuer or others; and


 


(g)   
the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 






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If the funds deposited with
the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due
because of any acceleration occurring after an Event of Default, then the Issuer shall remain liable for such payments.


 


Section 8.05.     
Satisfaction and Discharge of Indenture. This Indenture, and the rights of the Trustee and the Holders of the Notes thereunder,
shall be discharged and shall cease to be of further effect as to all Notes issued thereunder, when:


 


(a)    
either:


 


(i)     
all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or


 


(ii)     
all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery of
a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government
Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee
for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;


 


(b)    
the Issuer has paid or caused to be paid all sums payable by it under this Indenture;


 


(c)    
the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or on the Redemption Date, as the case may be; and


 


(d)    
the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as
to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).


 


Section 8.06.      
Survival of Certain Obligations. Notwithstanding Sections ‎8.01 and ‎8.03,
any obligations of the Issuer in Sections ‎‎‎2.02 through ‎‎2.14,
‎‎6.07, ‎‎7.05 and ‎‎7.06
shall survive until the Notes have been paid in full. Thereafter, any obligations of the Issuer in ‎‎Section
7.05 shall survive such satisfaction and discharge. Nothing contained in this ‎‎Article
Eight shall abrogate any of the obligations or duties of the Trustee under this Indenture.


 






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Section 8.07.       Acknowledgment
of Discharge by Trustee. Subject to ‎‎Section 8.09, after the conditions
of ‎‎Section 8.02 or ‎‎8.03
have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of all of the Issuer’s obligations
under this Indenture except for those surviving obligations specified in this ‎‎Article
Eight.


 


Section 8.08.      
Application of Trust Money. Subject to ‎‎Section 8.09, the Trustee
shall hold in trust cash in U.S. dollars or U.S. Government Obligations deposited with it pursuant to this ‎‎Article
Eight. It shall apply the deposited cash or Government Securities through the Paying Agent and in accordance with this Indenture to the
payment of principal of, premium, if any, interest, and Additional Amounts, if any, on the Notes; but such money need not be segregated
from other funds except to the extent required by law.


 


Section 8.09.      
Repayment to Issuer. Subject to Sections ‎‎7.05, and ‎‎8.01
through ‎‎8.04, the Trustee and the Paying Agent shall promptly pay to the Issuer
upon request set forth in an Officer’s Certificate any excess money held by them at any time and thereupon shall be relieved from
all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them
for the payment of principal, premium, if any, interest or Additional Amounts, if any, that remains unclaimed for two years; provided
that the Trustee or Paying Agent before being required to make any payment may cause to be published through the newswire service of Bloomberg
or, if Bloomberg does not then operate, any similar agency or deliver to each Holder entitled to such money at such Holder’s address
(as set forth in the Security Register) notice that such money remains unclaimed and that after a date specified therein (which shall
be at least 30 days from the date of such publication or delivery) any unclaimed balance of such money then remaining will be repaid to
the Issuer. After payment to the Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless
an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.


 


Section 8.10.      
Indemnity for Government Securities. The Issuer shall pay and shall indemnify the Trustee and the Paying Agent against any
tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal, premium, if any, interest, if
any, and Additional Amounts, if any, received on such Government Securities.


 


Section
8.11.       Reinstatement.
If the Trustee or Paying Agent is unable to apply cash in dollars or Government Securities in accordance with this ‎‎Article
Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to this ‎Article
Eight until such time as the Trustee or any such Paying Agent is permitted to apply all such cash or Government Securities in
accordance with this ‎‎Article Eight; provided that, if the Issuer
has made any payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on any Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the cash in dollars or Government Securities held by the Trustee or Paying Agent.


 






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Article
Nine

Amendments and Waivers


 


Section 9.01.       
Without Consent of Holders.


 


(a)     
The Issuer and the Trustee may modify, amend or supplement this Indenture and the Notes without notice to or consent of any Holder:


 


(i)      
to cure any ambiguity, omission, error, defect or inconsistency;


 


(ii)     
to provide for the assumption of the Issuer’s obligations to Holders of Notes in the case of a consolidation, amalgamation
or merger or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s assets;


 


(iii)    
to make any change that would provide any additional rights or benefits to the Holders of Notes or that, in the good faith judgment
of the Board of Directors of the Issuer, does not adversely affect the legal rights under this Indenture of any such holder in any material
respect;


 


(iv)   
to conform the text of this Indenture or the Notes to any provision of the section entitled “Description of Unsecured Notes”
in the Offering Memorandum to the extent that such provision in the “Description of Unsecured Notes” was intended to be a
verbatim recitation of a provision of this Indenture or the Notes, as set forth in an Officer’s Certificate delivered to the Trustee;


 


(v)    
to add a subsidiary guarantor with respect to the Notes, to add security to or for the benefit of the Notes or to confirm and evidence
the release, termination, discharge or retaking of any Guarantee or Lien or any amendment in respect thereof with respect to or securing
the Notes when such release, termination, discharge or retaking or amendment is permitted under this Indenture;


 


(vi)    
to mortgage, charge, pledge, hypothecate or grant a security interest in favor or the benefit of holders of Note Obligations;


 


(vii)   
to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue
Date;


 


(viii)  
[reserved];


 


(ix)    
to provide for uncertificated Notes in addition to or in place of Definitive Registered Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code); or


 


(x)     
 to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture.


 






    112


     


    

 


(b)   
In connection with any proposed amendment or supplement in respect of such matters, the Trustee will be entitled to receive, and
rely conclusively on, an Opinion of Counsel and/or an Officer’s Certificate.


 


For the avoidance of doubt
(and without limiting the generality of any other statements in this Indenture), the provisions of the Trust Indenture Act of 1939, as
amended, shall not apply to any amendments to or waivers or consents under this Indenture.


 


Section 9.02.      
With Consent of Holders.


 


(a)    
Except as provided in ‎‎Section 9.02(b) below and ‎‎Section 6.04 and without prejudice to
‎‎Section 9.01, the Note Documents may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).


 


(b)   
Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting
Holder):


 


(i)      
reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;


 


(ii)    
reduce the principal of or change the fixed maturity of any Note or reduce the premium payable upon the redemption of any such
Note or change the time at which such Note may be redeemed;


 


(iii)    
reduce the rate of or change the time for payment of interest, including default interest, on any Note;


 


(iv)    
impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;


 


(v)    
waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the
Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such acceleration);


 


(vi)   
make any Note payable in money other than that stated in the Notes;


 






    113


     


    

 


(vii)  
 make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to
receive payments of principal of, or interest, Additional Amounts or premium, if any, on, the Notes;


 


(viii)  
waive a redemption payment with respect to any Note (other than a payment required by ‎‎Section 4.09
or Section ‎‎4.11);


 


(ix)    
make any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely affect
the holders thereof;


 


(x)     
[reserved]; or


 


(xi)    
make any change in the preceding amendment and waiver provisions.


 


(c)    
The consent of the Holders shall not be necessary under this Indenture to approve the particular form of any proposed amendment,
modification, supplement, waiver or consent. It is sufficient if such consent approves the substance of the proposed amendment, modification,
supplement, waiver or consent. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender
of such Holder’s Notes will not be rendered invalid by such tender.


 


Section 9.03.      
Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this ‎‎Article
Nine, this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for
all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.04.      
Notation on or Exchange of Notes. If an amendment, modification or supplement changes the terms of a Note, the Issuer or
the Trustee may require the Holder to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note and on any
Note subsequently authenticated regarding the changed terms and return it to the Holder.


 


Alternatively, if the Issuer
so determines, the Issuer in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, modification or
supplement.


 


Section 9.05.      
[Reserved].


 


Section 9.06.      
Notice of Amendment or Waiver. Promptly after the execution by the Issuer and the Trustee of any Supplemental Indenture
or waiver pursuant to the provisions of ‎‎Section 9.02, the Issuer shall give
notice thereof to the Holders of each outstanding Note affected, in the manner provided for in ‎‎Section
12.01(b), setting forth in general terms the substance of such Supplemental Indenture or waiver.


 






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Section 9.07.      
Trustee to Sign Amendments, Etc. The Trustee, shall execute any amendment, supplement or waiver authorized pursuant and
adopted in accordance with this ‎‎Article Nine; provided that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties
or immunities under this Indenture. The Trustee shall receive, if requested, an indemnity (including by way of pre-funding) satisfactory
to it and to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating
that the execution of any amendment, supplement or waiver authorized pursuant to this ‎‎Article
Nine is authorized or permitted by this Indenture and that such amendment has been duly authorized, executed and delivered and is the
legally valid and binding obligation of the Issuer enforceable against them in accordance with its terms. Such Opinion of Counsel shall
be an expense of the Issuer.


 


Section 9.08.       
Additional Voting Terms; Calculation of Principal Amount.


 


(a)    
All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as
one class and no series of Notes will have the right to vote or consent as a separate series on any matter; provided, however,
that if any amendment, waiver or other modification will only affect one series of Notes, only the consent of the Holders of not less
than a majority in principal amount of the affected series of Notes then outstanding (and not the consent of the Holders of at least a
majority of all Notes), shall be required. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have
concurred in any direction, waiver or consent shall be made in accordance with this ‎‎Article Nine.


 


(b)   
The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date
of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage
of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (i)
the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (ii) the aggregate principal
amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding
sentence, ‎‎Section 2.08 and ‎Section ‎2.09 of this Indenture. Any such calculation made
pursuant to this ‎‎Section 9.08(b) shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s
Certificate.


 






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Article
Ten

[Reserved]


 


Article
Eleven

[Reserved]


 


Article
Twelve

Miscellaneous


 


Section 12.01.     
Notices.


 


(a)   
Any notice or communication shall be in writing and delivered in person or mailed by first class mail or sent by facsimile transmission
addressed as follows:


 


if to the Issuer:


 


NCL Corporation Ltd.

7665 Corporate Center Drive

Miami, Florida 33126-1201

Telephone: (305) 436-4000

Facsimile: (305) 436-4117

Attention: General Counsel


 


if to the Trustee, Principal Paying Agent or Transfer
Agent:


 


U.S. Bank Trust Company, National Association

Global Corporate Trust

West Side Flats

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Telephone: (651) 466-6309

Facsimile: (651) 466-7430

Attention: Norwegian Cruise Lines (“NCL”) Corporate Trust Administrator


 


The Issuer or the Trustee
by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


(b)   
Notices regarding the Notes shall be:


 


(i)     
delivered to Holders electronically or mailed by first-class mail, postage paid; and


 


(ii)    
in the case of Definitive Registered Notes, delivered to each Holder by first-class mail at such Holder’s respective address
as it appears on the registration books of the Registrar.


 






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Notices given by first-class
mail shall be deemed given five calendar days after mailing and notices given by publication shall be deemed given on the first date on
which publication is made. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not
the addressee receives it.


 


In case by reason of the suspension
of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


(c)   
If and so long as the Notes are represented by Global Notes, notice to Holders, in lieu of being given in accordance with ‎‎Section
12.01(b) above, may be given by delivery of the relevant notice to DTC for communication.


 


(d)   
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


(e)   
All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication
sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign
(or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English). The Issuer
agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee,
including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third
parties.


 


Section 12.02.    
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take
or refrain from taking any action under this Indenture (except in connection with the original issuance of the Original Notes on the date
hereof), the Issuer shall furnish upon request to the Trustee:


 


(a)    
an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the Officer, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)   
an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.


 


Any Officer’s
Certificate may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless the Officer signing such
certificate knows, or in the exercise of reasonable care should know, that such Opinion of Counsel with respect to the matters upon
which such Officer’s Certificate is based are erroneous. Any Opinion of Counsel may be based and may state that it is so
based, insofar as it relates to factual matters, upon certificates of public officials or an Officer’s Certificate stating
that the information with respect to such factual matters is in the possession of the Issuer, unless the counsel signing such
Opinion of Counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate with respect to
the matters upon which such Opinion of Counsel is based are erroneous.


 






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Section 12.03.    
Statements Required in Certificate or Opinion. Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:


 


(a)   
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(b)   
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)    
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)   
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 12.04.     Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Registrar and the Paying Agent may make reasonable rules for their functions.


 


Section 12.05.   No Personal Liability of Directors, Officers, Employees and Shareholders. No director, officer, employee, incorporator,
shareholder or stockholder of the Issuer, as such, shall have any liability for any obligations of the Issuer under the Notes and this
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability.


 


Section 12.06.    
Legal Holidays. If an Interest Payment Date or other payment date is not a Business Day, payment shall be made on the next
succeeding day that is a Business Day, and no interest shall accrue for the intervening period. If a Record Date is not a Business Day,
the Record Date shall not be affected.


 


Section 12.07.    Governing Law. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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Section
12.08.        Jurisdiction.
The Issuer agrees that any suit, action or proceeding against the Issuer brought by any Holder or the Trustee arising out of or
based upon this Indenture, the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New
York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such
courts in any suit, action or proceeding. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection to
any suit, action, or proceeding that may be brought in connection with this Indenture, the Notes, including such actions, suits or
proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds
of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum.
The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding
upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided that
service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer has appointed Corporate
Creations International, Inc., located at 801 US Highway 1, North Palm Beach, Florida 33408, or any successor so long as such
successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized
Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture,
the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan,
New York, New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect
of any such suit, action or proceeding. National Registered Agents, Inc. has hereby accepted such appointment and has agreed to act
as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all
documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process
upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the
foregoing, any action involving the Issuer arising out of or based upon this Indenture, the Notes may be instituted by any Holder or
the Trustee in any other court of competent jurisdiction. The Issuer expressly consents to the jurisdiction of any such court in
respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto.


 


EACH OF THE ISSUER AND
THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section
12.09.     No
Recourse Against Others. A director, officer, employee, incorporator, member or shareholder, as such, of the Issuer shall not
have any liability for any obligations of the Issuer under this Indenture, the Notes or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Notes. Such waiver and release may not be effective to
waive liabilities under the U.S. federal securities laws.


 






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Section 12.10.    
Successors. All agreements of the Issuer in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 12.11.   
Counterparts. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture
and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to
be their original signatures for all purposes. For the avoidance of doubt, the words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this
Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means.


 


Section 12.12.   
Table of Contents and Headings. The table of contents and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the
terms or provisions hereof.


 


Section 12.13.   
Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section
12.14.     Currency
Indemnity. Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”)
which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the
 “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation
of the Issuer, shall constitute a discharge of the Issuer’s obligation under this Indenture and the Notes only to the extent
of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign
exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange
prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required
Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee,
as the case may be, the Issuer shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all
loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and
independent from the other obligations contained in this Indenture or the Notes, shall give rise to a separate and independent cause
of action, shall apply irrespective of any indulgence granted by any holder or the Trustee from time to time and shall continue in
full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any
judgment or order.


 


[Remainder of Page Intentionally
Left Blank]


 






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IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	NCL CORPORATION LTD.
	 	as Issuer
	 	 
	 	By:  	 /s/ Mark A. Kempa
	 	 	Name:  	Mark A. Kempa
	 	 	Title:	Executive Vice President and Chief Financial Officer





 


[Signature Page to Indenture]


 






     


     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION
	 	as Trustee, Principal Paying Agent,
    Transfer Agent and Registrar
	 	 
	 	By:  	/s/ Joshua A. Hahn
	 	 	Name:  	Joshua A. Hahn
	 	 	Title:	Vice President





 


[Signature Page to Indenture]


 






     


     


    





 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


NCL CORPORATION LTD.


 


[If Regulation S Global Note – CUSIP Number [●]1
/ ISIN [●]2]

[If Restricted Global Note – CUSIP Number [●]3
/ ISIN [●]4]

No. [●]


 


[Include if Global Note —
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY)
MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 





 






1 Issue Date Regulation S CUSIP: G6436QAP1


 


2
Issue Date Regulation S ISIN: USG6436QAP12


 


3
Issue Date Rule 144A CUSIP: 62886HBG5


 


4 Issue Date Rule 144A ISIN: US62886HBG56


 






    A-1


     


    

 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
 “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, AND AGREES THAT IT
WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)] [IN THE CASE OF
REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE DATE WHEN THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN
RELIANCE ON REGULATION S AND THE DATE OF THE COMPLETION OF THE DISTRIBUTION] RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) IN THE UNITED STATES TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT PRIOR TO A
TRANSFER PURSUANT TO CLAUSE (D) OR (E), THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (D) OR (F) ABOVE) A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.


 


THE HOLDER OF THIS NOTE, BY
ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT SHALL
NOT TRANSFER THE SECURITIES IN AN AMOUNT LESS THAN $2,000.


 









    A-2


     


    

 


7.750% SENIOR NOTE DUE 2029


 


NCL Corporation Ltd., a Bermuda
exempted company, for value received, promises to pay to [●] or registered assigns the principal sum of $[●] (as such amount
may be increased or decreased as indicated in Schedule A (Schedule of Principal Amount in the Global Note) of this Note) on February 15,
2029.


 


From February 18, 2022 or
from the most recent Interest Payment Date to which interest has been paid or provided for, cash interest on this Note will accrue at
7.750%, payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2022, to the Person in whose name this
Note (or any predecessor Note) is registered at the close of business on the preceding February 1 and August 1, as the case may be. Interest
on overdue principal and interest, including Additional Amounts, if any, will accrue at a rate that is 1.0% higher than the interest rate
on the Notes.


 


THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of an authorized signatory,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Reference is hereby made to
the further provisions of this Note set forth on the reverse hereof and to the provisions of the Indenture, which provisions shall for
all purposes have the same effect as if set forth at this place.


 






    A-3


     


    

 


IN WITNESS WHEREOF, NCL Corporation
Ltd. has caused this Note to be signed manually or by facsimile by its duly authorized signatory.


 


Dated: [●], 20[●]


 


	 	NCL CORPORATION LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 









    A-4


     


    

 


	CERTIFICATE OF AUTHENTICATION	 
	 	 
	This is one of the Notes referred to in the Indenture.	 
	 	 
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Officer	 


 









    A-5


     


    

 


 



 


[FORM OF REVERSE SIDE OF NOTE]

7.750% Senior Note due 2029


 


1.       Interest


 


NCL Corporation Ltd., a Bermuda
exempted company (together with its successors and assigns under the Indenture, the “Issuer”), for value received,
promises to pay interest on the principal amount of this Note from February 18, 2022 or from the most recent Interest Payment Date to
which interest has been paid or provided for at the rate per annum shown above. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Issuer shall pay interest on overdue principal at the interest rate borne by the Notes compounded semi-annually,
and it shall pay interest on other overdue amounts at the same rate to the extent lawful. Any interest paid on this Note shall be increased
to the extent necessary to pay Additional Amounts as set forth in this Note.


 


2.         Additional
Amounts


 


(a)       All
payments made by or on behalf of the Issuer (including any successor entity) under or with respect to the Notes shall be made free and
clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of
such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law to withhold or deduct any
amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer is or was incorporated,
engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from
or through which any payment is made by or on behalf of the Issuer (including, without limitation, the jurisdiction of any Paying Agent)
or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments
under or with respect to the Notes, including, without limitation, payments of principal, Redemption Price, purchase price, interest or
premium, the Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that
the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts
that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided,
however, that no Additional Amounts shall be payable with respect to:


 


(1)       any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner,
if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation)
being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been
physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other
present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition,
ownership or disposition of Notes, the exercise or enforcement of rights under such Note or the Indenture, or the receipt of
payments in respect of such Note;


 






    A-6 


     


    

 


(2)       any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more
than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would
have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);


 


(3)       any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(4)       any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;


 


(5)       any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes,
following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding or deduction
would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally
eligible to provide such certification or documentation;


 


(6)       any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf
of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise
accepting payment from, another Paying Agent;


 


(7)       any
Taxes imposed on or with respect to any payment by the Issuer to the Holder of the Notes if such Holder is a fiduciary or partnership
or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments
had such Holder been the sole beneficial owner of such Note;


 


(8)       any
Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof,
including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Section 1471 through 1474 of the
Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively
comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations
thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative
practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the
Code (or any amended or successor version described above); or


 






    A-7 


     


    

 


(9)       any
combination of clauses (1) through (8) above.


 


In addition to the foregoing, the Issuer will
also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes,
or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto)
which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture
or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes (limited,
solely in the case of Taxes attributable to the receipt of any payments or that are imposed on or result from a sale or other transfer
or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under
clauses (1) through (3) or (5) through (9) above or any combination thereof), save in each case for any such taxes, charges or levies
which arise or are increased as a result of any document effecting the registration, issue or delivery of any of the notes either being
signed or executed in the United Kingdom or being brought into the United Kingdom.


 


(b)       If
the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the
Notes, the Issuer shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation
to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly
thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so
payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to
pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory
to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate
as conclusive proof that such payments are necessary.


 


(c)       The
Issuer, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law
and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer will use
its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The
Issuer will furnish to the Trustee (or to a Holder of this Note upon request), within 60 days after the date the payment of any Taxes
so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or if, notwithstanding such entity’s
efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.


 


(d)       Whenever
in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the
Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof.


 






    A-8 


     


    

 


(e)       The
preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial owner
of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is incorporated,
engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect
to the Notes by or on behalf of such Person and, in each case, any political subdivision thereof or therein.


 


3.       Method
of Payment


 


The Issuer shall pay interest
on this Note (except Defaulted Interest) to the Holder at the close of business on the Record Date for the next Interest Payment Date
even if this Note is cancelled after the Record Date and on or before the Interest Payment Date. The Issuer shall pay principal and interest
in dollars in immediately available funds that at the time of payment is legal tender for payment of public and private debts; provided
that payment of interest may be made at the option of the Issuer by check mailed to the Holder.


 


The amount of payments in
respect of interest on each Interest Payment Date shall correspond to the aggregate principal amount of Notes represented by this Note,
as established by the Registrar at the close of business on the relevant Record Date. Payments of principal shall be made upon surrender
of this Note to the Paying Agent.


 


4.       Paying
Agent and Registrar


 


Initially, U.S. Bank Trust
Company, National Association or one of its Affiliates will act as Principal Paying Agent and Registrar. The Issuer or any of its Affiliates
may act as Paying Agent, Registrar or co-Registrar.


 


5.       Indenture


 


The Issuer issued this Note
under an indenture dated as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of this
Note include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in
the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.


 






    A-9 


     


    

 


6.        Optional
Redemption


 


(a)       Prior
to November 15, 2028 (the date that is three months prior to the maturity date) (the “Par Call Date”), the Issuer
may redeem the Notes at its option, in whole or in part, at any time and from time to time, upon giving not less than 10 nor more
than 60 days’ notice, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal
places) equal to the greater of:


 


(1) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points less (b) interest accrued to the Redemption Date, and


 


(2) 100% of the principal
amount of the Notes to be redeemed,


 


plus, in either case, accrued
and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of the Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


On or after the Par Call
Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, upon giving not less than
10 nor more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of
the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(b)       At
any time and from time to time prior to February 15, 2025, the Issuer may redeem Notes with the net cash proceeds received by the Issuer
from any Equity Offering at a Redemption Price equal to 107.750% of the principal amount of such Notes, plus accrued and unpaid
interest and Additional Amounts, if any, to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions
not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional
Notes); provided that


 


(1)       in
each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and


 


(2)       not
less than 60% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately
thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such
Notes are redeemed substantially concurrently.


 


Notwithstanding the
foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of
not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such
tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly
tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than
60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding
following such purchase at a Redemption Price equal to the price offered to each other Holder (excluding any early tender or
incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest
and Additional Amounts, if any, thereon, to, but excluding, the date of such redemption.


 






    A-10 


     


    

 


7.       Redemption
for Changes in Taxes


 


The Issuer may redeem the
Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written
notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth under ‎‎Section
3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any)
then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders
of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any)
in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer is or would be required
to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available (including,
for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer), and
the requirement arises as a result of any Change in Tax Law.


 


The Issuer shall not give
any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment
or Additional Amounts if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional
Amounts must remain in effect. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant
to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the
laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been
a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer mails notice of redemption
of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its
obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it.


 


The Trustee will accept and
shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction
of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions of
this paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer with respect to a Change in Tax Law occurring after
the time such Person becomes successor to the Issuer.


 






    A-11 


     


    

 


8.         Repurchase
at the Option of Holders


 


(a)       Upon
a Change of Control Triggering Event, the Holders shall have the right to require the Issuer to offer to repurchase the Notes pursuant
to ‎‎Section 4.11 of the Indenture.


 


(b)       The
Notes may also be subject to Asset Sale Offers pursuant to ‎‎Section
4.09 of the Indenture.


 


10.       Denominations


 


The Notes (including this
Note) are in denominations of $2,000 and integral multiples of $1,000 in excess thereof of principal amount at maturity. The transfer
of Notes (including this Note) may be registered, and Notes (including this Note) may be exchanged, as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.


 


11.       Unclaimed
Money


 


All moneys paid by the Issuer
to the Trustee or a Paying Agent for the payment of the principal of, or premium, if any, or interest on, this Note or any other Note
that remain unclaimed at the end of two years after such principal, premium or interest has become due and payable may be repaid to the
Issuer, subject to applicable law, and the Holder of such Note thereafter may look only to the Issuer for payment thereof.


 


12.       Discharge
and Defeasance


 


The Notes shall be subject
to defeasance, satisfaction and discharge as provided in ‎‎Article
Eight of the Indenture.


 


13.       Amendment,
Supplement and Waiver


 


The Notes and the Indenture
may be amended or modified as provided in ‎‎Article Nine of
the Indenture.


 


14.       Defaults
and Remedies


 


This Note and the other Notes
have the Events of Default as set forth in ‎‎Section 6.01
of the Indenture.


 


15.       [Reserved].


 


16.       Trustee
Dealings with the Issuer


 


The Trustee under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Issuer or any of their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-Registrar or co-Paying Agent may do the same with like rights.


 






    A-12 


     


    

 


17.       No
Recourse Against Others


 


A director, officer, employee,
incorporator, member or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under this
Note, the other Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
By accepting a Note, each Holder shall waive and release all such liability. The waiver and release are part of the consideration for
issuance of the Notes.


 


18.       Authentication


 


This Note shall not be valid
until an authorized officer of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other
side of this Note.


 


19.       Abbreviations


 


Customary abbreviations may
be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


 


20.       ISIN
and/or CUSIP Numbers


 


The Issuer may cause ISIN
and/or CUSIP numbers to be printed on the Notes, and if so the Trustee shall use ISIN and/or CUSIP numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other identification numbers placed on the Notes.


 


21.       Governing
Law


 


THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 






    A-13 


     


    

 


ASSIGNMENT FORM


 


To assign and transfer this Note, fill in the form below:


 


	(I) or (the Issuer) assign and transfer this Note to
	
 


	(Insert assignee’s social security or tax I.D. no.)
	
 


	(Print or type assignee’s name, address and postal code)
	and irrevocably appoint ____________________ agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
	Your Signature:	
 


	 	(Sign exactly as your name appears on the other side of this Note)
	Signature Guarantee:	
 


	 	(Participant in a recognized signature guarantee medallion program)
	Date:	
 


	 	 
	Certifying Signature
	 	 	 	 





In connection with any transfer
of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance
of such Notes and the last date, if any, on which the Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms
that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and:


 


CHECK ONE BOX BELOW


 


(1)   ̈  to
the Issuer or any Subsidiary; or


 


(2)   ̈  pursuant
to an effective registration statement under the U.S. Securities Act of 1933; or


 


(3)   ̈  pursuant
to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or


 


(4)   ̈  pursuant
to and in compliance with Regulation S under the U.S. Securities Act of 1933; or


 


(5)   ̈  pursuant
to another available exemption from the registration requirements of the U.S. Securities Act of 1933.


 






    A-14 


     


    

 


Unless one of the boxes is
checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (3) is checked, by executing this form, the Transferor is deemed to have
certified that such Notes are being transferred to a person it reasonably believes is a “qualified institutional buyer” as
defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that such transfer is being made in reliance on Rule
144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to
an offer and sale that occurred outside the United States in compliance with Regulation S under the U.S. Securities Act; and if box (5)
is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other
information as the Issuer reasonably requests to confirm that such transfer is being made pursuant to an exemption from or in a transaction
not subject to, the registration requirements of the U.S. Securities Act of 1933.


 


	Signature:	
 


	 	 
	Signature Guarantee:	
 


	 	(Participant in a recognized signature guarantee medallion program)
	Certifying Signature:	
 

	  Date:	
 


	 	 	 	 
	Signature Guarantee:	
 


	 	 
	 	(Participant in a recognized signature guarantee medallion program)
	 	 	 	 	 


 






    A-15 


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note or a portion thereof repurchased pursuant to Section ‎4.09
or ‎4.11 of the Indenture, check the box:  ̈


 


If the purchase is in part,
indicate the portion (in denominations of $2,000 or any integral multiple of $1,000 in excess thereof) to be purchased:


 


	Your Signature:	
 


	 	(Sign exactly as your name appears on the other side of this Note)
	Date:	
 


	 	 
	Certifying Signature:	
 


	 	 	 	 


 






    A-16 


     


    

 


SCHEDULE A



SCHEDULE OF PRINCIPAL AMOUNT IN THE GLOBAL NOTE


 


The following exchanges of
a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another
Global Note or Definitive Registered Note for an interest in this Global Note, have been made:


 


	
    Date of

    Decrease/Increase
	
    Amount of

    Decrease in 

Principal Amount
	
    Amount of

    Increase in

    Principal Amount
	
    Principal
    Amount 

Following such

 Decrease/Increase
	
    Signature
    of 

Authorized Officer

 of Registrar

	 	 	 	 	 
	 	 	 	 	 


 






    A-17 


     


    

 



 


EXHIBIT B


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE
5


 


(Transfers pursuant to § 2.06(b)(ii) of the Indenture)


 


U.S. Bank Trust Company, National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 7.750% Senior Notes due 2029 (the “Notes”)


 


Reference is hereby made to
the Indenture dated as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
between NCL Corporation Ltd., a Bermuda exempted company, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given them in the Indenture.


 


This letter relates to
$________ aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note
(CUSIP No.: [●] 6; ISIN No:
[●] 7) with DTC in the name of
[name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such
beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (CUSIP No.: [●]
8; ISIN No: [●]
9).


 


In connection with such request,
the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the
Notes and:


 


(a)       with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), does certify that:


 





(i)       the
offer of the Notes was not made to a person in the United States;


 





 






5
If the Note is a Definitive Registered Note, appropriate changes need to be made to the form of this transfer certificate.


 


6
Issue Date Rule 144A CUSIP: 62886HBG5


 


7
Issue Date Rule 144A ISIN: US62886HBG56


 


8
Issue Date Regulation S CUSIP: G6436QAP1


 


9
Issue Date Regulation S ISIN: USG6436QAP12



 






    B-1


     


    

 


(ii)       either
(i) at the time the buy order is originated the transferee is outside the United States or the Transferor and any person acting on its
behalf reasonably believe that the transferee is outside the United States; or (ii) the transaction was executed in, on or through the
facilities of a designated offshore securities market described in paragraph (b) of Rule 902 of Regulation S and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;


 


(iii)       no
directed selling efforts have been made in the United States by the Transferor, an Affiliate thereof or any person on its behalf in contravention
of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


(iv)       the
transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and


 


(v)       the
Transferor is not the Issuer, a distributor of the Notes, an Affiliate of the Issuer or any such distributor (except any officer or director
who is an affiliate solely by virtue of holding such position) or a person acting on behalf of any of the foregoing.


 


(b)       with
respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction permitted
by Rule 144 under the U.S. Securities Act.


 


You, the Issuer and the Trustee
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


 


	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attention:


 






    B-2


     


    

 





EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM
REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE


 


(Transfers pursuant to § 2.06(b)(iii) of the Indenture)


 


U.S. Bank Trust Company, National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 7.750% Senior Notes due 2029 (the “Notes”)


 


Reference is hereby made to
the Indenture dated as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”)
between NCL Corporation Ltd., a Bermuda exempted company, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given them in the Indenture.


 


This letter relates to
$___________ aggregate principal amount at maturity of Notes that are held in the form of the Regulation S Global Note with DTC
(CUSIP No.: [●] 10; ISIN No.:
[●] 11) in the name of [name of
transferor] (the “Transferor”) to effect the transfer of the Notes in exchange for an equivalent beneficial
interest in the Restricted Global Note (CUSIP No.: [●]
12; ISIN No.: [●]
13).


 


In connection with such request,
and in respect of such Notes the Transferor does hereby certify that such Notes are being transferred in accordance with the transfer
restrictions set forth in the Notes and that:


 


CHECK ONE BOX BELOW:


 


		 ̈	the Transferor is relying on Rule 144A under the U.S. Securities Act for exemption from the registration
requirements thereunder; it is transferring such Notes to a person it reasonably believes is a QIB as defined in Rule 144A that purchases
for its own account, or for the account of a qualified institutional buyer, and to whom the Transferor has given notice that the transfer
is made in reliance on Rule 144A and the transfer is being made in accordance with any applicable securities
laws of any state of the United States; or



 


		 ̈	the Transferor is relying on an exemption other than Rule 144A from the registration requirements of the
U.S. Securities Act, subject to the Issuer’s and the Trustee’s right prior to any such offer, sale or transfer to require
the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them.



 





 






10
Issue Date Regulation S CUSIP: G6436QAP1


 


11
Issue Date Regulation S ISIN: USG6436QAP12


 


12
Issue Date Rule 144A CUSIP: 62886HBG5


 


13
Issue Date Rule 144A ISIN: US62886HBG56



 






    C-1


     


    

 


You, the Issuer and the Trustee
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attention:


 






    C-2