Exhibit 10.11 


 


Dated 16 December 2022


 


AMENDMENT TO
THE TERM LOAN FACILITY


 


 


LEONARDO FIVE,
LTD.


as Borrower


 


and


 


NCL CORPORATION
LTD.


as Guarantor


 


and


 


NCL INTERNATIONAL, LTD


as Shareholder


 


and


 


NORWEGIAN CRUISE LINE HOLDINGS LTD.


as the Holding


 


and


 


THE
Banks and FINANCIAL INSTITUTIONS listed IN Schedule 1


as Lenders


 


and


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


BNP PARIBAS FORTIS S.A./N.V.


HSBC BANK PLC


KFW IPEX-BANK GMBH


CASSA DEPOSITI E PRESTITI S.P.A.


BANCO SANTANDER, S.A.


SOCIÉTÉ GÉNÉRALE


as Joint Mandated Lead Arrangers


 


and


 


BNP PARIBAS
S.A.


as Facility Agent


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


as SACE Agent


 


and


 


HSBC CORPORATE
TRUSTEE COMPANY (UK) LIMITED


as Security Trustee


 


SUPPLEMENTAL
AGREEMENT


 


relating to a facility agreement originally dated
19 December 2018 (as amended and restated by an

 amendment and restatement agreement dated 17 February 2021, as further amended and restated


by an amendment and restatement agreement dated 17 June 2021 and as further amended by a 

supplemental agreement dated 23 December 2021) 

in respect of the part financing of the 3,300 passenger cruise ship newbuilding

presently designated as Hull No. 6302 at Fincantieri S.p.A


 


 







     


     


    

 


Index


 


	Clause	 	 	Page
	 	 	 	 
	1	 	Definitions and Interpretation	 	2
	2	 	Conditions Precedent	 	3
	3	 	Representations	 	4
	4	 	Amendments to Facility Agreement and other Finance Documents	 	4
	5	 	Further Assurance	 	12
	6	 	Costs, Expenses and Fees	 	12
	7	 	Notices	 	12
	8	 	Counterparts	 	12
	9	 	Signing Electronically	 	12
	10	 	Governing Law	 	12
	11	 	Enforcement	 	12




 





	Schedules	 	 
	 	 	 
	Schedule
    1 The Lenders	 	14
	 	 	Part
    A The Tranche A Lenders	 	14
	 	 	Part B The
    Tranche B Lenders	 	16
	Schedule
    2 Conditions Precedent	 	18
	Schedule
    3 Form of Effective Date Certificate	 	19
	 	 	 
	Execution	 	 
	 	 	 
	Execution
    Pages	 	20


 




     


     


    

 


THIS
AGREEMENT is made on 16 December 2022


 


Parties


 


		(1)	LEONARDO FIVE, LTD., an exempted company incorporated under the
laws of Bermuda whose registered office is at 55 Park Place, Par-la-Ville Road, Hamilton HM11, Bermuda as borrower (the "Borrower")



 


		(2)	NCL CORPORATION LTD., an exempted company incorporated under the laws of Bermuda with its registered
office at 55 Park Place, Par-la-Ville Road, Hamilton HM11, Bermuda (the "Guarantor")



 


		(3)	NCL INTERNATIONAL, LTD., a company incorporated under the laws of Bermuda and having its registered
office at 55 Park Place, Par-la-Ville Road, Hamilton HM11, Bermuda (the "Shareholder")



 


		(4)	NORWEGIAN CRUISE LINE HOLDINGS LTD., a company incorporated under the laws of Bermuda with its
registered office at 55 Park Place, Par-la-Ville Road, Hamilton HM11, Bermuda (the "Holding")



 


		(5)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the "Lenders")



 


		(6)	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BNP PARIBAS FORTIS S.A./N.V., HSBC BANK
PLC, KFW IPEX-BANK GMBH, CASSA DEPOSITI E PRESTITI S.P.A., BANCO SANTANDER, S.A. and SOCIÉTÉ GÉNÉRALE
as joint mandated lead arrangers (the "Mandated Lead Arrangers")



 


		(7)	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as SACE agent (the "SACE
Agent")



 


		(8)	BNP PARIBAS S.A., as facility agent (the "Facility Agent")



 


		(9)	HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, as security trustee (the "Security
Trustee")



 


Background


 


		(A)	By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of
(originally) the Dollar equivalent of up to €640,000,000 and the amount of the SACE Premium (but not exceeding $954,854,771.78) for
the purpose of assisting the Borrower in financing (a) the payment or reimbursement under the Shipbuilding Contract of all or part of
80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the
SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein).



 


		(B)	Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise
operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February
2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment
and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which
the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original
Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount
of the Facility was increased to an Amended Maximum Loan Amount of $981,132,048.65.



 






     


     


    

 


		(C)	By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the
Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend
certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment
and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement").



 


		(D)	The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for
the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement.



 


Operative
Provisions


 


		1	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


"Amended Facility
Agreement" means the Facility Agreement as amended and supplemented by this Agreement.


 


"December
2022 Fee Letters" means any letter between the Facility Agent
(or the SACE Agent, as applicable) and any Obligor which sets out the fees payable in connection with the arrangements contemplated by
this Agreement.


 


"December
2022 Finance Documents" means this Agreement and each December
2022 Fee Letter.


 


"Effective
Date" means the date on which the Facility Agent notifies the Borrower, the other Creditor Parties and SACE as to the
satisfaction of the conditions precedent as provided in Clause 2.1 (Conditions Precedent).


 


"Facility
Agreement" means the Original Facility Agreement, as amended and restated by the February 2021 Amendment and Restatement
Agreement, as further amended and restated by the June 2021 Amendment and Restatement Agreement and as further amended by the December
2021 Amendment Agreement and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv)
the Facility Agent and the SACE Agent and (v) the Security Trustee.


 


"Obligors"
means the Borrower, the Guarantor, the Holding and the Shareholder.


 


"Original
Facility Agreement" means the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii)
the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Facility Agent and the SACE Agent and (v) the Security Trustee.


 


"Party"
means a party to this Agreement.


 






    2


     


    

 


"SACE"
means SACE S.p.A., an Italian joint stock company (società per azioni) with a sole shareholder, whose registered office
is located at Piazza Poli 37/42, 00187 Rome, Italy and registered with the Companies Registry of Rome under number 05804521002.


 


		1.2	Defined expressions



 


Defined expressions in the Facility
Agreement and, with effect from the Effective Date, the Amended Facility Agreement, shall have the same meanings when used in this Agreement
unless the context otherwise requires or unless otherwise defined in this Agreement.


 


		1.3	Application of construction and interpretation provisions of Facility Agreement



 


Clause 1.2 (Construction of certain
terms) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.


 


		1.4	Designation as a Finance Document



 


The Borrower and the Facility Agent
designate this Agreement as a Finance Document.


 


		1.5	Third party rights



 


		(a)	Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under
the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any
term of this Agreement other than SACE, who may enforce or enjoy the benefit of and rely on the provisions of this Agreement and the Amended
Facility Agreement subject to the provisions of the Third Parties Act.



 


		(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party (other
than SACE) is not required to rescind or vary this Agreement at any time.



 


		(c)	For the avoidance of doubt and in accordance with clause 36.4 (Third party rights) of the Facility
Agreement, nothing in this Clause 1.5 (Third party rights) shall limit or prejudice the exercise by SACE of its rights under this
Agreement or the Finance Documents in the event that such rights are subrogated or assigned to it pursuant to the terms of the SACE Insurance
Policy.



 


		2	Conditions Precedent



 


		2.1	The Effective Date cannot occur unless:



 


		(a)	the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of
the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility
Agent;



 


		(b)	save as disclosed in writing to the Facility Agent and SACE prior to the
date of this Agreement, the representations and warranties contained in Clause 3
(Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances
existing at such time; 



 


		(c)	save as disclosed in writing to the Facility Agent and SACE prior to the
date of this Agreement, no Event of Default, event or circumstance specified in clause 18 (Events
of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination
under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment
of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment
 – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment
of the Facility Agreement pursuant to this Agreement; and 



 






    3


     


    

 


		(d)	the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions
to the contrary informing the Parties that the Effective Date cannot occur.



 


		2.2	Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide
the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in the form set out in Schedule 3 (Form of Effective
Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties.



 


		2.3	Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary
before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require)
the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever
as a result of giving any such certificate.



 


		3	Representations



 


		3.1	Facility Agreement representations



 


On the date of this Agreement and
on the Effective Date, each Obligor that is a party to the Facility Agreement makes each of the representations and warranties as set
out in clause 11 (Representations and warranties) of the Amended Facility Agreement and updated with appropriate modifications
to refer to the December 2022 Finance Documents.


 


		3.2	Finance Document representations



 


On the date of this Agreement and
on the Effective Date, each Obligor (save for the Holding) makes the representations and warranties set out in the Finance Documents (other
than the Facility Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications
to refer to this Agreement by reference to the circumstances then existing.


 


		4	Amendments to Facility Agreement and other Finance Documents



 


		4.1	Specific amendments to the Facility Agreement



 


With effect on and from the Effective
Date, the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:


 


		(a)	In clause 1.1 (Definitions) of the Facility Agreement, the following definitions shall be added
in alphabetical order:



 


		(i)	"December 2022 Amendment Agreement" means the amendment to this Agreement dated 16
                                                                                                                                                    December 2022 between, amongst others, the Borrower, the Facility Agent and the SACE Agent.



 


		(ii)	"December 2022 Fee Letters" means any letter between the Facility Agent (or the SACE
Agent, as applicable) and any Obligor which sets out the fees payable in connection with the arrangements contemplated by the December
2022 Amendment Agreement.



 






    4


     


    

 


		(b)	In clause 1.1 (Definitions) the following definitions shall be deleted and replaced as follows:



 


		(i)	"Marina Facility Agreement" means, in respect of m.v. MARINA, a facility agreement originally
dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, as further amended and restated by an amendment and
restatement agreement dated 31 October 2014, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated
by an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021
and as further amended by a supplemental agreement dated 16 December 2022) as further amended, restated and supplemented from
time to time.



 


		(ii)	"Riviera Facility Agreement" means, in respect of m.v. RIVIERA, a facility agreement
originally dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, as amended by a side letter dated 29 March
2012, as amended and restated by an amendment and restatement agreement dated 31 October 2014, as amended by a framework agreement dated
31 January 2018, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated by an amendment and restatement
agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental
agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.



 


		(iii)	"Seven Seas Explorer Facility Agreement" means, in respect of m.v. SEVEN SEAS EXPLORER,
a facility agreement originally dated 31 July 2013 (as amended and restated by an amendment and restatement agreement dated 31 October
2014, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated pursuant to an amendment and restatement
agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental
agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.



 


		(iv)	Seven Seas Splendor Facility Agreement" means, in respect of m.v. SEVEN SEAS SPLENDOR, a facility
agreement originally dated 30 March 2016 (as amended by a supplemental agreement dated 4 June 2020, as further amended and restated pursuant
to an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021
and as further amended by a supplemental agreement dated 16 December 2022), as further amended, restated and supplemented from time
to time.



 


		(c)	Clause 12.28 (New capital raises or financing) shall be deleted and replaced as follows:



 


"12.28(New
capital raises or financing)


 


		(a)	Save as provided below:



 


		(i)	no new debt shall be raised and no new Financial Indebtedness shall be incurred by the Group (including,
for the avoidance of doubt, inter-company loans);



 






    5


     


    

 


		(ii)	no non-arm's length disposals of any asset relating to the Group fleet shall be made; and



 


		(iii)	no additional Security Interests securing existing Financial Indebtedness will be created or permitted
to subsist by any Obligor (unless the Lenders benefit from this new security on a pari passu basis),



 


until 31 December 2023.


 


		(b)	The restrictions in paragraph (a) of this Clause ‎12.28 (New capital raises or financing) above
shall not apply in relation to:



 


		(i)	any refinancing of any bond issuance of, or loan entered into by, the Group (A) which matures during such
period or (B) where not maturing during such period, shall be on terms resulting, when taken as a whole, in an improvement of the ability
of the Obligors to meet their obligations under the Finance Documents, which terms include any of the following: an extension of the repayment
terms; or a decrease in the interest rate; or the conversion of such Financial Indebtedness from secured to unsecured or first to second
priority;



 


		(ii)	any debt provided prior to 31 December 2023 to provide the Group with crisis and/or recovery related funding
in respect of the impact of the Covid-19 pandemic;



 


		(iii)	any debt being raised on or after 31 December 2023 to support the Group with the impact of the Covid-19
pandemic made with the prior written consent of SACE;



 


		(iv)	any debt being raised to finance any instalment of a cruise vessel already contracted for or contracted
for during such period or any refurbishment, maintenance, upgrade or lengthening of a cruise ship during such period (including without
limitation any costs incurred by the owner of a cruise ship in connection therewith);



 


		(v)	any debt being raised to finance capital expenditure for projects which are already contracted for but
in respect of which committed financing has not yet been obtained, and which, in each case has been (or will be) listed in the Information
Package submitted to the Facility Agent prior to the February 2021 Effective Date;



 


		(vi)	any extension or renewal of revolving credit facilities, and made with the prior written consent of SACE
if any additional security is to be granted;



 


		(vii)	any new debt otherwise agreed by SACE; or



 


		(viii)	any inter-company loan or operating arrangement which from an accounting perspective has the effect of
an intercompany loan (an "intercompany arrangement") which:



 


		(A)	is existing as at the date of the February 2021 Amendment and Restatement Agreement; or



 






    6


     


    

 


		(B)	is made among any Group members or any Group member with the Holding provided that:



 


		(1)	any inter-company arrangement is made solely for the purpose of regulatory or Tax purposes carried out
in the ordinary course of business and on an arm's length basis; and



 


		(2)	the aggregate principal amount of any inter-company arrangements outstanding pursuant to sub-paragraph
(b)(viii)(B) of this Clause 12.28 (New capital raises or financing) does not exceed fifty million Dollars ($50,000,000) at any
time; or



 


		(C)	has been approved with the prior written consent of SACE;



 


		(ix)	any Permitted Security Interest;



 


		(x)	any Security Interest otherwise approved with the prior written consent of SACE;



 


		(xi)	any Financial Indebtedness incurred in the ordinary course of business which in the aggregate does not
exceed USD 40,000,000 during any twelve-month period, it being provided that:



 


		(A)	prior to 31 December 2022, this amount shall be increased to USD 150,000,000 for any Financial Indebtedness
incurred to finance capital expenditure for Approved Projects; and



 


		(B)	if any part of such Financial Indebtedness allocated prior to 31 December 2022 to an Approved Project
remains unused throughout the twelve-month period of year 2022, the surplus may be carried over to increase the relevant Financial Indebtedness
throughout the twelve-month period of year 2023 for that Approved Project only;



 


		(xii)	without prejudice to Clauses 12.11 (Mergers) and 12.15 (Investments) and clause 11.13 (No
merger etc.) of the Guarantee, the issuance of share capital by any Group member to another Group member; and



 


		(xiii)	any extension, renewal, replacement or upsizing in respect of the Term and Revolving Credit Facilities
(including the granting of additional Security Interests),



 


and for the avoidance of doubt, no
debt or equity issuance shall be raised in respect of any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up,
dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity.",


 


and the remaining clauses will be
renumbered and all relevant cross references will be updated accordingly.


 






    7


     


    

 


		4.2	Specific Amendments to the Guarantee



 


With effect on and from the Effective
Date, the Guarantee shall be, and shall be deemed by this Agreement to be amended as follows:


 


		(a)	Clause 11.15 (Financial Covenants) shall be deleted and replaced as follows:



 


"11.15     Financial
Covenants


 


		(a)	The Guarantor will not permit
the Free Liquidity to be less than fifty million Dollars ($50,000,000) at any time, save that until 30 September 2026, this amount shall
be increased to two hundred and fifty million Dollars ($250,000,000).



 


		(b)	The Guarantor will not permit
the ratio of Total Net Funded Debt to Total Capitalization to be greater than 0.70:1.00 at any time, save that from 1 January 2023
until 30 September 2026, this ratio shall be computed in accordance with the table below.



 


		(c)	The Guarantor will not permit
the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group at the end of any fiscal quarter, computed for the period
of the four consecutive fiscal quarters ending as at the end of the relevant fiscal quarter, to be less than 1.25:1.00 unless the Free
Liquidity of the Group at all times during such period of four consecutive fiscal quarters ending as at the end of such fiscal quarter
was equal to or greater than one hundred million Dollars ($100,000,000), save that from 1 January 2023 until 30 September 2026, this amount
shall be increased to three hundred million Dollars ($300,000,000)."



 


	 	 	1Q 

2023	 	2Q 

2023	 	3Q 

2023	 	4Q 

2023	 	1Q 

2024	 	2Q 

2024	 	3Q

 2024	 	4Q 

2024	 	1Q 

2025	 	2Q 

2025	 	3Q 

2025	 	4Q 

2025	 	1Q 

2026	 	2Q 

2026	 	3Q 

2026	 
	Total Net Funded Debt to Total Capitalization =<	 	0,93	 	0,92	 	0,91	 	0,91	 	0,91	 	0,90	 	0,88	 	0,87	 	0,87	 	0,85	 	0,82	 	0,79	 	  0,79 	 	  0.76 	 	0.73	 



 


		(b)	Clause 11.19 (New capital raises or financing) shall be deleted and replaced as follows:



 


		"(a)	Save as provided below:



 


		(i)	no new debt shall be raised and no new Financial Indebtedness shall be incurred by the Group (including,
for the avoidance of doubt, inter-company loans);



 


		(ii)	no non-arm's length disposals of any asset relating to the Group fleet shall be made; and



 


		(iii)	no additional Security Interests securing existing Financial Indebtedness will be created or permitted
to subsist by any Obligor (unless the Lenders benefit from this new security on a pari passu basis),



 


until 31 December
2023.


 






    8


     


    

 


		(b)	The restrictions in paragraph (a) above of this Clause 11.19 (New capital raises or financing)
shall not apply in relation to:



 


		(i)	any refinancing of any bond issuance of, or loan entered into by, the Group (A) which matures during such
period or (B) where not maturing during such period, which shall be on terms resulting, when taken as a whole, in an improvement of the
ability of the Obligors to meet their obligations under the Finance Documents, which terms include any of the following: an extension
of the repayment terms; a decrease in the interest rate; or the conversion of such Financial Indebtedness from secured to unsecured or
first to second priority;



 


		(ii)	any debt provided prior to 31 December 2023 to provide the Group with crisis and/or recovery related funding
in respect of the impact of the Covid-19 pandemic;



 


		(iii)	any debt being raised on or after 31 December 2023 to support the Group with the impact of the Covid-19
pandemic made with the prior written consent of SACE;



 


		(iv)	any debt being raised to finance any instalment of a cruise vessel already contracted for or contracted
for during such period or any refurbishment, maintenance, upgrade or lengthening of a cruise ship during such period (including without
limitation any costs incurred by the owner of a cruise ship in connection therewith);



 


		(v)	any debt being raised to finance capital expenditure for projects which are already contracted for but
in respect of which committed financing has not yet been obtained, and which, in each case has been (or will be) listed in the Information
Package submitted to the Facility Agent prior to the February 2021 Effective Date;



 


		(vi)	any extension or renewal of revolving credit facilities, and made with the prior written consent of SACE
if any additional security is to be granted;



 


		(vii)	any new debt otherwise agreed by SACE;



 


		(viii)	any inter-company loan or operating arrangement which from an accounting perspective has the effect of
an intercompany loan (an "intercompany arrangement") which:



 


		(A)	is existing as at the date of the February 2021 Amendment and Restatement Agreement; or



 


		(B)	is made among any Group members or any Group member with the Holding provided that:



 


		(1)	any inter-company arrangement is made solely for the purpose of regulatory or Tax purposes carried out
in the ordinary course of business and on an arm's length basis; and



 


		(2)	the aggregate principal amount of any inter-company arrangements pursuant to sub-paragraph (b)(viii)(B)
of this Clause 11.19 (New capital raises or financing) does not exceed fifty million Dollars ($50,000,000) at any time; or



 






    9


     


    

 


		(C)	has been approved with the prior written consent of SACE.



 


		(ix)	any Permitted Security Interest;



 


		(x)	any Security Interest otherwise approved with the prior written consent of SACE; or



 


		(xi)	any Financial Indebtedness incurred in the ordinary course of business which in the aggregate does not
exceed USD 40,000,000 during any twelve-month period, it being provided that:



 


		(A)	prior to 31 December 2022, this amount shall be increased to USD 150,000,000 for any Financial Indebtedness
incurred to finance capital expenditure for Approved Projects; and



 


		(B)	if any part of such Financial Indebtedness allocated to an Approved Project remains unused throughout
the twelve-month period of year 2022, the surplus may be carried over to increase the relevant Financial Indebtedness throughout the twelve-month
period of year 2023 for that Approved Project only;



 


		(xii)	without prejudice to clauses 12.11 (Mergers) and 12.15 (Investments) of the Loan Agreement
and Clause 11.13 (No merger etc.), the issuance of share capital by any Group member to another Group member; and



 


		(xiii)	any extension, renewal, replacement or upsizing in respect of the Term and Revolving Credit Facilities
(including the granting of additional Security Interests),



 


and, for the avoidance of doubt, no
debt or equity issuance shall be raised in respect of any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up,
dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity.",


 


and the remaining clauses will be
renumbered and all relevant cross references will be updated accordingly.


 


		(c)	In schedule 2 (Regular Monitoring Requirements), all references to “monthly” or “bi-monthly”
in the “Rhythm” column of the table set out therein shall be amended to include the subsequent wording:



 


", for the
period starting from the February 2021 Effective Date and ending on 31 May 2023. With effect from 1 June 2023, quarterly.".


 






    10


     


    

 


		4.3	Guarantor confirmation



 


On the Effective Date, the Guarantor
confirms that:


 


		(a)	its Guarantee extends to the obligations of the Borrower under the Finance Documents as amended and supplemented
by this Agreement;



 


		(b)	the obligations of the relevant Obligors under the Finance Documents as amended and supplemented by this
Agreement are included in the Secured Liabilities (as defined in the Facility Agreement); and



 


		(c)	the Guarantee shall continue to be binding on each of the parties to it and have full force and effect
in accordance with its original terms and the amendments to the Finance Documents as so amended and supplemented by this Agreement.



 


		4.4	Holding confirmation



 


On the Effective Date, the Holding
confirms that, notwithstanding the amendments made to the Finance Documents pursuant to this Agreement, the undertakings given by the
Holding under the Guarantee shall remain in full force and effect in accordance with its original terms and the amendments to the Finance
Documents as amended and supplemented by this Agreement.


 


		4.5	Security Confirmation



 


On the Effective Date, each Obligor
confirms that:


 


		(a)	any Security Interest created by it under the Finance Documents extends to the obligations of the relevant
Obligors under the Finance Documents as amended and supplemented by this Agreement;



 


		(b)	the obligations of the relevant Obligors under the Finance Documents as amended and supplemented by this
Agreement are included in the Secured Liabilities (as defined in the Finance Documents to which they are a party);



 


		(c)	the Security Interests created under the Finance Documents continue in full force and effect on the terms
of the respective Finance Documents; and



 


		(d)	to the extent that this confirmation creates a new Security Interest, such Security Interest shall be
on the terms of the Finance Documents in respect of which this confirmation is given.



 


		4.6	Finance Documents to remain in full force and effect



 


The Finance Documents shall remain
in full force and effect and, from the Effective Date:


 


		(a)	in the case of the Facility Agreement as amended and supplemented pursuant to Clause 4.1 (Specific
amendments to the Facility Agreement);



 


		(b)	in the case of the Guarantee, as amended and supplemented pursuant to Clause 4.2 (Specific Amendments
to the Guarantee);



 


		(c)	the Facility Agreement and the applicable provisions of this Agreement will be read and construed as one
document;



 


		(d)	the Guarantee and the applicable provisions of this Agreement will be read and construed as one document;
and



 


		(e)	except to the extent expressly waived by the amendments effected by this Agreement, no waiver is given
by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of or other default under the
Finance Documents.



 






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		5	Further Assurance



 


Clause
12.20 (Further assurance) of the Amended Facility Agreement applies to this Agreement as if it were expressly incorporated
in it with any necessary modifications.


 


		6	Costs, Expenses and Fees



 


		6.1	Clause 10.11 (Transaction Costs) of the Amended Facility Agreement applies to this Agreement as
if it were expressly incorporated in it with any necessary modifications.



 


		6.2	The Borrower shall pay to each of (i) the Facility Agent for its own account,
(ii) the Facility Agent (for the account of each Lender) and (iii) the SACE Agent (for the account of SACE) such fees in the amount and
at the times specified in the relevant December 2022 Fee Letters.



 


		7	Notices



 


Clause
32 (Notices) of the Amended Facility Agreement applies to this Agreement as if it were expressly incorporated in it with
any necessary modifications.


 


		8	Counterparts



 


This Agreement may be executed in
any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.


 


		9	Signing Electronically



 


The Parties acknowledge and agree
that they may execute this Agreement and any variation or amendment to the same, by electronic instrument. The Parties agree that the
electronic signatures appearing on the documents shall have the same effect as handwritten signatures and the use of an electronic signature
on this Agreement shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention
of authenticating this Agreement, and evidencing the Parties' intention to be bound by the terms and conditions contained herein. For
the purposes of using an electronic signature, the Parties authorise each other to conduct the lawful processing of personal data of the
signers for contract performance and their legitimate interests including contract management.


 


		10	Governing Law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		11	Enforcement



 


		11.1	Jurisdiction



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation
arising out of or in connection with this Agreement) (a "Dispute").



 






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		(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Obligor will argue to the contrary.



 


		11.2	Service of process



 


		(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than
an Obligor incorporated in England and Wales):



 


		(i)	irrevocably appoints Hannaford Turner LLP, currently of 107 Cheapside, London, UK, EC2V 6DN as its agent
for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and



 


		(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate
the proceedings concerned.



 


		(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for
service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 10 days of such event taking
place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for
this purpose.



 


This Agreement has been entered into on the
date stated at the beginning of this Agreement.


 




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Execution Pages


 


	BORROWER	 
	 	 
	SIGNED by	)
	duly authorised	)	/s/ Daniel S. Farkas
	for and on behalf of	)
	LEONARDO FIVE, LTD. 	)
	 	 
	 	 
	GUARANTOR	 
	 	 
	SIGNED by	)
	duly authorised	)	/s/ Daniel S. Farkas
	for and on behalf of	)
	NCL CORPORATION LTD.	)
	 	 
	 	 
	SHAREHOLDER	 
	 	 
	SIGNED by	)
	duly authorised	)	/s/ Daniel S. Farkas
	for and on behalf of	)
	NCL INTERNATIONAL, LTD. 	)
	 	 
	 	 
	HOLDING	 
	 	 
	SIGNED by	)
	duly authorised	)	/s/ Daniel S. Farkas
	for and on behalf of	)
	NORWEGIAN CRUISE LINE	)
	HOLDINGS LTD.	)



 






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	LENDERS	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Jérôme Leblond
	for and on behalf of	)	/s/ Anne-Laure Orange
	CRÉDIT AGRICOLE CORPORATE	)
	AND INVESTMENT BANK	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Alain Vanden Haute, Business Management Financing Solutions Brussels
	for and on behalf of	)	/s/ Hendrik DeBoutte, Energy, Resources & Infrastructure
	BNP PARIBAS FORTIS S.A./N.V.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Varsha Sharan
	for and on behalf of	)
	HSBC BANK PLC	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ B. Behrends-Troost, Director
	for and on behalf of	)	/s/ Vardhaman Lodha, Associate
	KFW IPEX-BANK GMBH	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Antonella Coppola
	for and on behalf of	)
	CASSA DEPOSITI E PRESTITI S.P.A.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ José Luis Vicent Rodríguez
	for and on behalf of	)	/s/ Juana Isabel González Damen
	BANCO SANTANDER, S.A.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Antoine Michael Guinot
	for and on behalf of	)
	SOCIETE GENERALE	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Jihanne Flegeau-Kihal
	for and on behalf of	)
	SEA BRIDGE FINANCE LIMITED	)



 






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	SIGNED by	)
	duly authorised 	)	/s/ Stamer, Executive Director
	for and on behalf of	)	/s/ Gótz, Export Finance Specialist
	OLDENBURGISCHE LANDESBANK 	)
	AKTIENGESELLSCHAFT	)
	 	 
	 	 
	MANDATED LEAD ARRANGERS	
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Jérôme Leblond
	for and on behalf of	)	/s/ Anne-Laure Orange
	CRÉDIT AGRICOLE CORPORATE	)
	AND INVESTMENT BANK	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Alain Vanden Haute, Business Management Financing Solutions Brussels
	for and on behalf of	)	/s/ Hendrik DeBoutte, Energy, Resources & Infrastructure
	BNP PARIBAS FORTIS S.A./N.V.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Varsha Sharan
	for and on behalf of	)
	HSBC BANK PLC	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ B. Behrends-Troost, Director
	for and on behalf of	)	/s/ Vardhaman Lodha, Associate
	KFW IPEX-BANK GMBH	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Antonella Coppola
	for and on behalf of	)
	CASSA DEPOSITI E PRESTITI S.P.A.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Juana Isabel González Damen
	for and on behalf of	)	/s/ José Luis Vicent Rodríguez
	BANCO SANTANDER, S.A.	)
	 	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Antoine Michael Guinot
	for and on behalf of	)
	SOCIETE GENERALE	)



 






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	FACILITY AGENT	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Nadia Tidjani
	for and on behalf of	)
	BNP PARIBAS S.A.	)
	 	 
	 	 
	SACE AGENT	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Jérôme Leblond
	for and on behalf of	)	/s/ Anne-Laure Orange
	CRÉDIT AGRICOLE CORPORATE	)
	AND INVESTMENT BANK	)
	 	 
	 	 
	SECURITY TRUSTEE	 
	 	 
	SIGNED by	)
	duly authorised 	)	/s/ Daisuke Takekawa
	for and on behalf of	)
	HSBC CORPORATE TRUSTEE	)
	COMPANY (UK) LIMITED	)



 






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