Exhibit 10.8


 


Dated
16 December 2022


 


AMENDMENT TO
TERM LOAN FACILITY


 


LEONARDO
TWO, 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


CASSA DEPOSITI
E PRESTITI S.P.A.


as 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 12 April 2017 (as amended and restated by an amendment and restatement
agreement dated 21 November 2017, 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 and restated by an amendment and restatement agreement dated 17
June 2021, 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. 6299 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	13




 


Schedules


 


	Schedule
    1 The Lenders	14
	Part A
    The Tranche A Lenders	14
	Part B
    The Tranche B Lenders	16
	Part C
    The Tranche C Lenders	18
	Schedule
    2 Conditions Precedent	20
	Schedule
    3 Form of Effective Date Certificate	21
	 	 
	Execution	 
	 	 
	Execution
    Pages	22




 






     


     


    

 


THIS
AGREEMENT is made on 16 December 2022


 


Parties


 


		(1)	LEONARDO
                                            TWO, 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, 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, BNP PARIBAS FORTIS S.A./N.V. of
                                            3, Montagne du Parc, 1 KA1E, 1000 Brussels, Belgium, HSBC
                                            BANK PLC of Level 2, 8 Canada Square, London, E14 5HQ, United Kingdom and CASSA DEPOSITI
                                            E PRESTITI S.P.A. of Via Goito, 4 – 00185, Roma, Italy 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 €640,000,000.00 and the amount of the
                                            SACE Premium (but not exceeding $868,108,108.11) 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 pursuant to an amendment
                                            agreement dated 4 June 2020 (the "2020 Amendment Agreement"), 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 by the 2020 Amendment Agreement and 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 $
                                            1,146,476,563.65.



 






     


     


    

 


		(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, 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 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 pursuant to the 2020 Amendment
Agreement, as amended and restated pursuant to the February 2021 Amendment and Restatement Agreement, as amended and restated pursuant
to the June 2021 Amendment and Restatement Agreement, and as further amended pursuant to the December 2021 Amendment Agreement 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.


 


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


 






    2 


     


    

 


"Original
Facility Agreement" means the facility agreement dated 12 April 2017 (as amended and restated by an amendment and restatement
agreement dated 21 November 2017) 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 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
                                            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
                                            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 and 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.



 


		(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.



 






    4 


     


    

 


		(b)	In
                                            clause 1.1 (Definitions) of the Facility Agreement 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 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.



 


		(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.



 






    5 


     


    

 


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



 


"12.27
(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);



 


		(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 12.27 (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 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



 






    6 


     


    

 


		(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 outstanding pursuant to sub-paragraph
                                            (b)(viii)(B) of this Clause 12.27 (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 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 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;



 


		(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



 






    9 


     


    

 


		(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 12.11 (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 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



 


		(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;



 






    11 


     


    

 


		(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
12.20 (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



 


		(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
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.


 






    12 


     


    

 


		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, 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 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.


 






    13 


     


    

  


Leonardo Two


Supplemental Agreement


 


Execution
Pages


 


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




 


 



    14 


     


    

 


Leonardo Two


Supplemental
Agreement



 


	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	)	 
	for and on behalf of	)	/s/ Varsha Sharan
	HSBC BANK
    PLC	)	 
	  	 	 
	 	 	 
	SIGNED
    by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Isabella Roberts
	DEKABANK
    DEUTSCHE GIROZENTRALE	)	 
	  	 	 
	 	 	 
	SIGNED
    by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Antonella Coppola
	CASSA DEPOSITI
    E PRESTITI S.P.A.	)	 
	  	 	 
	 	 	 
	SIGNED
    by	)	 
	duly authorised	)	/s/ Roberta Zanaboni, Attorney
	for and on behalf of	)	/s/ Nicolo Monds, Attorney
	BANCO BPM
    S.P.A.	)	 




 






    15 


     


    

 


Leonardo Two


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	)	/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	)	 
	for and on behalf of	)	/s/ Varsha Sharan
	HSBC BANK
    PLC	)	 
	 	 	 
	 	 	 
	SIGNED
    by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Antonella Coppola
	CASSA DEPOSITI
    E PRESTITI S.P.A.	)	 



 






    16 


     


    

 


Leonardo Two


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	)	 




 






    17