Exhibit 10.2


 


	To:	Breakaway Three, Ltd. and
                                            Breakaway Four, Ltd. (the Borrowers)
	 	NCL Corporation Ltd. (the Guarantor)
	 	NCL International, Ltd. (the Shareholder)
	 	 
	 	(together, the Obligors)



 


		From:	KfW
                                            IPEX-Bank GmbH (as CIRR Agent, Hermes Agent and Facility Agent under each of the Credit
                                            Agreements)



 


(together with the Lenders under each
Credit Agreement, the Finance Parties)


 


13 December 2022


 


SIDE LETTER TO THE CREDIT AGREEMENTS - FINANCIAL
COVENANT MODIFICATIONS


 


		1	We refer to:



 


		(a)	the
                                            Credit agreement dated October 12, 2012 (as most recently amended and restated by a
                                            Third Supplemental Agreement on 23 December 2021) in respect of hull number 693 (Norwegian
                                            Escape) entered into between, amongst others, Breakaway Three, Ltd. as borrower,
                                            NCL Corporation Ltd. as parent and KfW IPEX-Bank GmbH as Facility Agent (the Breakaway
                                            Three Credit Agreement); and



 


		(b)	Credit
                                            agreement dated October 12, 2012 (as most recently amended and restated by a Fourth
                                            Supplemental Agreement on 23 December 2021) in respect of hull number 694 (Norwegian
                                            Joy) entered into between, amongst others, Breakaway Four, Ltd. as borrower, NCL
                                            Corporation Ltd. as parent and KfW IPEX-Bank GmbH as Facility Agent (the Breakaway
                                            Four Credit Agreement),
	 	 	 
	 	 	(together, the
Credit Agreements).



 


		2	We
                                            further refer to the consent request dated November 21, 2022 (the Request) pursuant
                                            to which the Borrowers and the Guarantor have requested certain amendments in respect of
                                            the Credit Agreements.



 


		3	Unless
                                            otherwise defined herein, words and expressions defined in the relevant Credit Agreement
                                            shall have the same meaning when used in this letter.



 


		4	In
                                            connection with the Request it is proposed that the following amendments to each Credit Agreement
                                            are made:



 


		(a)	Section 10.06 (Free Liquidity)
                                            be deleted in its entirety and replaced with a new Section 10.06 (Free Liquidity)
                                            as follows:



 


“The
Parent will not permit the Free Liquidity to be less than (x) until September 30, 2026, $250,000,000 at any time and (y) thereafter,
$50,000,000 at any time.”;


 






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		(b)	Section 10.07
                                            (Total Net Funded Debt to Total Capitalization) be deleted in its entirety
                                            and replaced with a new Section 10.07 (Total Net Funded Debt to Total Capitalization)
                                            as follows:



 


“The
Parent will not permit the ratio of Total Net Funded Debt to Total Capitalization to be greater than (u) until March 31, 2023,
0.93:1.00 at any time, (v) thereafter until June 30, 2023, 0.92:1.00 at any time, (w) thereafter until March 31,
2024, 0.91:1.00 at any time, (x) thereafter until June 30, 2024, 0.90:1.00 at any time, (y) thereafter until September 30,
2024, 0.88:1.00 at any time, (z) thereafter until March 31, 2025, 0.87:1.00 at any time, (uu) thereafter until June 30,
2025, 0.85:1.00 at any time, (vv) thereafter until September 30, 2025, 0.82:1.00 at any time, (ww) thereafter until March 31,
2026, 0.79:1.00 at any time, (xx) thereafter until June 30, 2026, 0.76:1.00 at any time, (yy) thereafter until September 30,
2026, 0.73:1.00 at any time, and (zz) thereafter, 0.70:1.00 at any time.”; and


 


		(c)	Section 10.09
                                            (Consolidated EBITDA to Consolidated Debt Service) be deleted in its entirety
                                            and replaced with a new Section 10.09 (Consolidated EBITDA to Consolidated Debt Service)
                                            as follows:



 


“The
Parent will not permit the ratio of Consolidated EBITDA to Consolidated Debt Service for the NCLC 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 NCLC 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 (x) until September 30, 2026, $300,000,000, and (y) thereafter,
$100,000,000.”.


 


		5	The
                                            Required Lenders in respect of each Credit Agreement have agreed to provide their consent
                                            and approval to the amendments set out in paragraph 4.



 


		6	Upon
                                            execution of the acknowledgement set out below by the Borrowers, the Guarantor and the Shareholder,
                                            each Credit Agreement shall automatically be amended as described in paragraph 4 above.



 


		7	Each
                                            of the Borrowers and the Guarantor represents and warrants to the Finance Parties that:



 


Power and authority


 


		(a)	it has the power to enter into and
                                            perform this Letter and the transactions contemplated hereby and has taken all necessary
                                            action to authorise the entry into and performance of this Letter and such transactions.
                                            This Letter constitutes its legal, valid and binding obligations enforceable in accordance
                                            with its terms and in entering into this Letter, it is acting on its own account;



 


No violation


 


		(b)	the entry into and performance of
                                            this Letter and the transactions contemplated hereby do not and will not conflict with:



 


		(i)	any law or regulation or any official
                                            or judicial order; or



 


		(ii)	its constitutional documents; or



 


		(iii)	any agreement or document to which
                                            any member of the NCLC Group is a party or which is binding upon it or any of its assets,
                                            nor result in the creation or imposition of any Lien on it or its assets pursuant to the
                                            provisions of any such agreement or document and in particular but without prejudice to the
                                            foregoing the entry into and performance of this Letter and the transactions and documents
                                            contemplated hereby and thereby will not render invalid, void or voidable any security granted
                                            by it to the Collateral Agent;



 


Governmental approvals


 






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		(c)	all authorisations, approvals, consents,
                                            licenses, exemptions, filings, registrations, notarisations and other matters, official or
                                            otherwise, required in connection with the entry into, performance, validity and enforceability
                                            of this Letter and the transactions contemplated hereby have been obtained or effected and
                                            are in full force and effect; and



 


Fees, governing law and enforcement


 


		(d)	no fees or taxes, including, without
                                            limitation, stamp, transaction, registration or similar taxes, are required to be paid to
                                            ensure the legality, validity, or enforceability of this Letter. The choice of the laws of
                                            England as set forth in this Letter is a valid choice of law, and the irrevocable submission
                                            by each Obligor to jurisdiction and consent to service of process and, where necessary, appointment
                                            by such Obligor of an agent for service of process, as set forth in this Agreement, is legal,
                                            valid, binding and effective.



 


		8	Each
                                            of the Borrowers and the Guarantor hereby confirms its consent to the amendments contained
                                            in this letter to the Credit Agreements to which they are a party and agrees that, in the
                                            case of the Guarantor, the guarantees and indemnities set out in Section 15 of each
                                            Credit Agreement shall remain and continue in full force and effect following the said amendments
                                            to the Credit Agreements contained in this letter.



 


		9	Each
                                            of the Borrowers and the Guarantor also confirms that no Event of Default has occurred or
                                            will occur as a result of entering into this letter and the arrangements contemplated herein.



 


		10	Each of the Borrowers and the Guarantor
                                            undertakes with the Facility Agent that:



 


		(a)	it shall use its best efforts to procure
                                            the entry into by the relevant members of the NCLC Group of similar covenant amendment arrangements
                                            to those contemplated by this letter in respect of each financial contract or financial document
                                            relating to any existing Indebtedness for Borrowed Money with the support of any ECA in existence
                                            on the date hereof to which a member of the NCLC Group is a party as soon as reasonably practicable
                                            thereafter (with such amendments being on terms which shall not prejudice the rights of Hermes
                                            under the Credit Agreements as amended by this letter);



 


		(b)	it shall promptly upon written request,
                                            supply the Facility Agent and each Hermes Agent with information (in form and substance satisfactory
                                            to the Facility Agent and each Hermes Agent) regarding the status of the amendments to be
                                            entered into in accordance with paragraph (a) above;



 


		(c)	if following the date of this letter
                                            any member of the NCLC enters into any financial contract or financial document which contains
                                            financial covenants (or equivalent provisions) on more favourable terms than those available
                                            to the Lenders under the Credit Agreements (as amended by this letter), those financial covenants
                                            shall be deemed to apply to the Credit Agreements and the Credit Agreements shall be promptly
                                            amended on terms approved by Lenders to confer the benefit of such more favourable provisions
                                            on the Lenders; and



 


		(d)	as soon as possible (but in any event
                                            within 10 days of its execution of the acknowledgement below) to deliver to the Facility
                                            Agent copies of the financing statements (Form UCC-1 or the equivalent) and the search
                                            results (Form UCC-11) prepared, filed and/or obtained by the Borrowers’ counsel,
                                            Kirkland & Ellis LLP, to the extent required, in connection with the amendments
                                            of the Credit Agreements pursuant to this Letter.



 


		11	Each the Borrowers, the Guarantor and the
                                            Shareholder acknowledges and agrees that:



 


		(a)	each of the Credit Documents to which
                                            it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding
                                            the amendments made to the Credit Agreements by this letter; and



 






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		(b)	each of the Security Documents to
                                            which it is a party shall remain in full force and effect as security for the obligations
                                            of the relevant Borrower under the relevant Credit Agreement.



 


		12	Each
                                            of the Borrowers and the Guarantor agrees to pay:



 


		(a)	the
                                            fees set out in the Request within three Business Days of its execution of the acknowledgement
                                            below; and



 


		(b)	on
                                            demand all expenses (including legal and out-of-pocket expenses) incurred by the Finance
                                            Parties in contemplation of, or otherwise in connection with, the enforcement of, or preservation
                                            of any rights under this letter or otherwise in respect of the monies owing and obligations
                                            incurred under this letter,
	 	 	 
	 	and all such costs and expenses shall
be paid with interest at the rate referred to in Section 2.06 (Interest) of the relevant Credit Agreement from the date on
which such expenses were incurred to the date of payment (as well after as before judgment).



 


		13	This
                                            letter is a Credit Document and the provisions of Section 14.07(b) and (c) (Governing
                                            Law; Exclusive Jurisdiction of English Courts; Service of Process) and Section 16
                                            (Bail-In) of Credit Agreements shall apply to this letter as if the same were expressly
                                            stated herein with all necessary changes.



 


		14	This letter and any non-contractual obligations
                                            connected with it are governed by and shall be construed in accordance with English law.



 


		 	Please sign and return
                                            the attached copy of this letter to signify your acceptance of its terms and conditions.



 


	Yours faithfully,	 	 
	 	 	 
	SIGNED by	)	/s/ B. Behrends-Troost,
    Director
	for and on behalf of	)	/s/ Claudia Coenenberg, Director
	KFW IPEX-BANK GMBH	)	 
	 	 	Authorised Signatory




 


(as
CIRR Agent, Hermes Agent and Facility Agent under each of the Credit Agreements)


 






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We acknowledge and agree with the terms of this letter.


 


	The Borrowers	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S.
    Farkas 
	BREAKAWAY THREE, LTD.	)	 
	 	 	Authorised Signatory
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas 
	BREAKAWAY FOUR, LTD.	)	 
	 	 	Authorised Signatory
	 	 	 
	The Guarantor 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas 
	NCL CORPORATION LTD.	)	 
	 	 	Authorised Signatory
	 	 	 
	The Shareholder 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas 
	NCL INTERNATIONAL, LTD.	)	 
	 	 	Authorised Signatory




 






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