Exhibit 10.3


 


Dated 16 December
2022


 


AMENDMENT TO TERM LOAN FACILITY


 


EXPLORER
NEW BUILD, LLC


as Borrower


 


and


 


NCL
CORPORATION LTD.


as Guarantor


 


and


 


SEVEN SEAS CRUISES S. DE R.L.


as Charterer


and 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


SOCIÉTÉ GÉNÉRALE


KFW IPEX-BANK GMBH


as Joint Mandated Lead Arrangers


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


as Agent


and SACE Agent


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


as Security Trustee


 


SUPPLEMENTAL
AGREEMENT


 


relating
to 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 by an amendment and
restatement agreement dated 17 February 2021 and as further amended by a supplemental agreement dated 23 December 2021)
in respect of the part financing of the passenger cruise ship m.v. "SEVEN SEAS EXPLORER"


 


 


 






    


    


    

 


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	11
	6	Costs, Expenses and Fees	11
	7	Notices	11
	8	Counterparts	11
	9	Signing Electronically	11
	10	Governing Law	12
	11	Enforcement	12



 


Schedules


 


	Schedule 1 Lenders
    and Commitments	13
	Schedule 2 Conditions Precedent	15
	Schedule 3 Form of Effective
    Date Certificate	17
	 	 
	Execution	 
	 	 
	Execution Pages	18




 






    


    


    

 


THIS
AGREEMENT is made on 16 December 2022


 


Parties


 


	(1)	EXPLORER NEW BUILD, LLC, a limited
                                            liability company formed in the state of Delaware whose registered office is at Corporate
                                            Creations Network, Inc., 3411 Silverside Road, Tatnall Building Suite 104, Wilmington,
                                            DE 19810, United States of America 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 HM 11, Bermuda (the "Guarantor")



 


	(3)	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 HM 11, Bermuda (the "Holding")



 


	(4)	SEVEN
                                            SEAS CRUISES S. DE R.L., a Panamanian sociedad de responsabilidad limitada
                                            domiciled in Panama whose resident agent is at Arifa Building, West Boulevard, Santa
                                            Maria Business District, Panama, Republic of Panama and registered at the Mercantile Section of
                                            the Panama Public Registry at Microjacket 876, Document 1238212 since 7 November 2007
                                            (the "Charterer" and "Shareholder")



 


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



 


	(6)	CRÉDIT AGRICOLE CORPORATE AND
                                            INVESTMENT BANK, a French société anonyme having its registered office
                                            located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France registered
                                            under number Siren 304 187 701 at the Registre du Commerce et des Sociétés
                                            of Nanterre, France, SOCIÉTÉ GÉNÉRALE a French société
                                            anonyme having its registered office located at 29 Boulevard Haussmann, 75009 Paris under
                                            number Siren 552 120 222 at the Registre du Commerce et des Sociétés of Paris,
                                            France and KFW IPEX-BANK GMBH of Palmengartenstraße, 5-9 60325, Frankfurt, as
                                            mandated lead arrangers (the "Mandated Lead Arrangers")



 


	(7)	CRÉDIT AGRICOLE CORPORATE AND
                                            INVESTMENT BANK, a French société anonyme having its registered office
                                            located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France registered
                                            under number Siren 304 187 701 at the Registre du Commerce et des Sociétés
                                            of Nanterre, France as agent and SACE agent (the "Agent" and the "SACE
                                            Agent")



 


	(8)	CRÉDIT AGRICOLE CORPORATE AND
                                            INVESTMENT BANK, a French société anonyme having its registered office
                                            located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France registered
                                            under number Siren 304 187 701 at the Registre du Commerce et des Sociétés
                                            of Nanterre, France 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 EUR 299,866,962 for the purpose of assisting the Borrower in financing (i) payment
                                            or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract
                                            Price up to the Eligible Amount and (ii) payment to the Borrower of the Dollar Equivalent
                                            of 100% of the first instalment of the SACE Premium already paid direct to SACE on or before
                                            30 days following the issuance of the SACE Insurance Policy and (iii) payment to SACE
                                            of the Dollar Equivalent of 100% of the second instalment of the SACE Premium payable on
                                            the original Drawdown Date.



 






    


    


    

 


	(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 pursuant to an amendment agreement dated 4 June 2020
                                            (the "2020 Amendment Agreement") and further amended and restated pursuant
                                            to an amendment and restatement agreement dated 17 February 2021 (the "2021
                                            Amendment and Restatement Agreement") pursuant to which the parties agreed to, amongst
                                            other things, the deferral of repayments of principal under the Original Facility Agreement
                                            (as amended by the 2020 Amendment Agreement).



 


	(C)	By a supplemental agreement dated 23 December 2021
                                            and made between, amongst others, the Borrower, the 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 2020 Amendment Agreement and the 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 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 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 from time to time, including , as amended by the 2020 Amendment Agreement, as amended
and restated by the 2021 Amendment and Restatement Agreement and as further amended by the December 2021 Amendment Agreement.


 


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


 






    2


    


    

 


"Original
Facility Agreement" means the facility agreement dated 31 July 2013 (as amended and restated by an amendment and
restatement agreement dated 31 October 2014) and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the
Mandated Lead Arrangers, (iv) the Agent and the SACE Agent and (v) the Security Trustee.


 


"Party" means a party
to this Agreement.


 


"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 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 to 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 35.4 (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 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 Agent;



 


	(b)	save
                                            as disclosed in writing to the 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;



 






    3


    


    

 


	(c)	save
                                            as disclosed in writing to the 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
                                            or Deferral Prepayment Event shall have occurred and be continuing or would result from the
                                            amendment of the Facility Agreement pursuant to this Agreement; and



 


	(d)	the 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 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 Agent in writing to the contrary
                                            before the Agent provides the certificate described in Clause 2.2 above, the Creditor Parties
                                            authorise (but do not require) the Agent to execute and provide such certificate. The 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 Agent and the SACE Agent.



 






    4


    


    

 


		(ii)	"December 2022 Fee Letters"
                                            means any letter between the 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.



 


	(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 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 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.



 


	(c)	Sub-clause (b) of clause 12.25 (New
                                            capital raises or financing) shall be deleted and replaced as follows:



 


"


 


		(b)	The restrictions in paragraph (a) of
                                            this Clause 12.25 (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;



 






    5


    


    

 


		(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 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 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 outstanding pursuant to sub-paragraph (b)(viii)(B) of this Clause 12.25
                                            (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;



 






    6


    


    

 


		(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 12.10 (Mergers)
                                            and 12.14 (Investments) and clause 11.13 (No merger) 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.


 


	4.2	Specific Amendments to 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)."



 






    7


    


    

 


	 	 	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)	Sub-clause (b) of clause 11.19 (New
                                            capital raises or financing) shall be deleted and replaced as follows:



 


		"	



 


		(b)	The restrictions in paragraph (a) 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, 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 Agent prior to the February 2021 Effective
                                            Date;



 






    8


    


    

 


		(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 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



 


		(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 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 12.10 (Mergers)
                                            and 12.14 (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.",


 






    9


    


    

 


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


 


	(c)	In schedule 2 (Debt Deferral Extension
                                            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.".


 


	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 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 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



 






    10


    


    

 


	(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 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.



 


	5	Further
                                            Assurance



 


Clause 12.19 (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



 


	(a)	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.



 


	(b)	The Borrower shall pay to each of (i) the
                                            Agent for its own account, (ii) the 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 31 (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.


 






    11


    


    

 


	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").



 


	(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 EC2V 6DN, UK 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
                                            Agent. Failing this, the Agent may appoint another agent for this purpose.



 


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


 






    12


    


    

 





Explorer


Supplemental Agreement



 


Execution
Pages


 


	BORROWER	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	EXPLORER NEW BUILD, LLC	)	 
	 	 	 
	 	 	 
	GUARANTOR	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NCL CORPORATION LTD.	)	 
	 	 	 
	 	 	 
	CHARTERER	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	SEVEN SEAS CRUISES S. DE R.L.	)	 
	 	 	 
	 	 	 
	SHAREHOLDER	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	SEVEN SEAS CRUISES S. DE R.L.	)	 
	 	 	 
	 	 	 
	HOLDING	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NORWEGIAN CRUISE LINE	)	 
	HOLDINGS LTD.	)	 



 






    13


    


    

 


Explorer


Supplemental Agreement



 


	LENDERS	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Jérôme Leblond
	CRÉDIT AGRICOLE CORPORATE	)	/s/ Anne-Laure Orange
	AND INVESTMENT BANK	)	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Antoine Michael Guinot
	SOCIÉTÉ GÉNÉRALE	)	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	/s/ Roberta Zanaboni, Attorney
	for and on behalf of	)	 /s/ Nicolo Monts, Attorney
	BANCO BPM S.P.A.	)	 
	 	 	 
	 	 	 
	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/ René Bachmann, Director 
	for and on behalf of	)	/s/ Bernadette Brinsa, Director
	AKA AUSFUHRKREDIT-GESELLSCHAFT 	)	 
	MIT BESCHRAENKTER HAFTUNG 	)	 



 






    14


    


    

 


Explorer


Supplemental Agreement



 


	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	)	 
	for and on behalf of	)	/s/ Antoine Michael Guinot
	SOCIÉTÉ GÉNÉRALE	)	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	/s/ B. Behrends-Troost, Director
	for and on behalf of	)	 /s/ Vardhaman Lodha, Associate
	KFW IPEX-BANK GMBH	)	 



 






    15


    


    

 


Explorer


Supplemental Agreement



 


	AGENT	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	/s/ Jérôme Leblond
	for and on behalf of	)	 /s/ Anne-Laure Orange
	CRÉDIT AGRICOLE CORPORATE AND	)	 
	INVESTMENT BANK	)	 
	 	 	 
	 	 	 
	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/ Jérôme Leblond 
	for and on behalf of	)	/s/ Anne-Laure Orange
	CRÉDIT AGRICOLE CORPORATE AND	)	 
	INVESTMENT BANK	)	 



 






    16