Exhibit 10.5


 


Dated
16 December 2022
  


AMENDMENT TO TERM LOAN FACILITY


 


RIVIERA NEW
BUILD, LLC


as Borrower


 


and


 


NCL CORPORATION LTD. 


as Guarantor


 


and


 


OCEANIA 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



as Mandated Lead Arrangers


 


and


 


CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK


as Agent


and SACE Agent


 


SUPPLEMENTAL
AGREEMENT


 


relating
to a facility agreement originally dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, as further amended
by a side letter dated 29 March 2012, as further amended and restated by an amendment and restatement agreement dated 31 October 2014,
as amended by a framework agreement dated 31 January 2018, as further 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) in respect of the part financing of the passenger cruise ship m.v. "RIVIERA"



 


 


 






    


     


    

 


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	14
	Schedule
    3 Form of Effective Date Certificate	16
	 	 	 
	Execution	 
	 	 	 
	Execution
    Pages	17




 






    


     


    







 


THIS
AGREEMENT is made on 16 December 2022


 


Parties


 


		(1)	RIVIERA
                                            NEW BUILD, LLC, a limited liability company formed in the Republic of the Marshall Islands
                                            whose registered address is at c/o The Trust Company of the Marshall Islands Inc., Trust
                                            Company Complex, Ajeltake Island, Ajeltake Road, Majuro MH 96960, Republic of the Marshall
                                            Islands 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)	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")



 


		(4)	OCEANIA
                                            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 No. 423671, Document 396130 since 3 October 2002 (the "Charterer"
                                            and "Shareholder") 



 


		(5)	THE
                                            FINANCIAL INSTITUTIONS listed in Schedule 1 (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 and 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 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")



 


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 349,520,718.00 for the purpose of assisting
                                            the Borrower in financing, subject to exchange rate fluctuations, up to 80% of the Final
                                            Contract Price and 100% of the instalment of the relevant SACE Premium which was paid on
                                            the 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 pursuant to the
2020 Amendment Agreement, as amended and restated pursuant to the 2021 Amendment and Restatement Agreement and as further amended pursuant
to the December 2021 Amendment Agreement.


 


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


 


"Original
Facility Agreement" means the facility agreement dated 18 July 2008 and made among (i) the Borrower, (ii) the Lenders, (iii)
the Mandated Lead Arrangers and (iv) the Agent and the SACE Agent, as amended by a supplemental agreement dated 25 October 2010, as further
amended by a side letter dated 29 March 2012, as further amended and restated by an amendment and restatement agreement dated 31 October
2014, as further amended by a framework agreement dated 31 January 2018.


 


"Party"
means a party to this Agreement.


 






    2


     


    

 


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


 


		1.2	Defined
                                            expressions



 


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


 


		1.3	Application
                                            of construction and interpretation provisions of Facility Agreement



 


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


 


		1.4	Designation
                                            as a Finance Document



 


The Borrower and the 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 33.4 (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; 



 


		(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) 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 



 






    3


     


    

 


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



 


		(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 pursuant to an amendment and restatement
                                            agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23
                                            December 2021 and as further amended by a supplemental agreement dated 16 December 2022),
                                            as further amended, restated and supplemented from time to time.



 


		(c)	Sub-clause
                                            (b) of clause 13.30 (New capital raises or financing) shall be deleted and replaced
                                            as follows:



 


		"(b)	The restrictions
                                            in paragraph (a) of this Clause 13.30 (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);



 






    5


     


    

 


		(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 13.30 (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;



 






    6


     


    

 


		(xii)	without
                                            prejudice to Clause 13.10 (Mergers) and clause 11.13 (No merger etc.) of the
                                            Guarantee, the issuance of shares or limited liability company interests, as applicable,
                                            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, shares or limited liability company interests 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;



 


		(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:



 






    8


     


    

 


		(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 clause 13.10 (Mergers) of the Loan Agreement and Clause 11.13 (No
                                            merger etc.), the issuance of shares or limited liability company interests, as applicable,
                                            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, shares or limited liability company interests or
obligations of any corporation or other entity.",


 


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


 






    9


     


    

 


		(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



 


		(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);



 






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		(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 13.19 (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
                                            11.6 (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.


 






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		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, 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.


 






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Riviera

Supplemental Agreement


 


Execution Pages


 


 


	BORROWER	 	 
	 	 	 
	SIGNED
    by	)	 
	as attorney-in-fact	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	RIVIERA NEW
    BUILD, LLC	)	 
	 	 	 
	 	 	 
	GUARANTOR	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NCL CORPORATION
    LTD.	)	 
	 	 	 
	 	 	 
	HOLDING	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NORWEGIAN
    CRUISE LINE	)	 
	HOLDINGS
    LTD.	)	 
	 	 	 
	 	 	 
	CHARTERER	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	OCEANIA CRUISES
    S. DE R.L.	)	 
	 	 	 
	 	 	 
	SHAREHOLDER	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	OCEANIA CRUISES
    S. DE R.L.	)	 



 






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Riviera

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	)	 
	for and on behalf of	)	/s/ Antoine Michael Guinot
	SOCIÉTÉ
    GÉNÉRALE	)	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	duly authorised	)	 
	for and on behalf of	)	/s/ Isabella Roberts
	DEKABANK
    DEUTSCHE GIROZENTRALE	)	 
	 	 	 
	 	 	 
	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	)	 
	 	 	 
	 	 	 
	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	)	 



 






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